Registration Document BOUYGUES

Bouygues Construction 

Bouygues Immobilier 

Registration Document BOUYGUES 

Business activities and CSR 

2011 

Full-year financial review 

Colas 

TF1 

Bouygues Telecom

Registration Document BOUYGUES 

Business activities and CSR 

Full-year financial review 2011 

This document is a free translation of the Registration Document filed with the Autorité des Marchés Financiers (AMF) on 12 April 2012 pursuant to Article 212-13 of the AMF General Regulation. It may be used in support 

of a financial transaction if supplemented by a stock exchange prospectus bearing an AMF visa. This document has been prepared by the issuer and its signatories may be held liable for it. 

The Registration Document may be consulted on and downloaded from the www.bouygues.com website.

Contents 

Interview with Martin Bouygues, Chairman and CEO 4 

1 

2 

3 

The Group 7 

Group profile 8 

> Board of Directors 12 

> Management team 13 

2011 key figures 14 

Highlights 18 

> Highlights since 1 January 2012 22 

Bouygues and its shareholders 24 

Corporate, social and environmental responsibility 26 

Business activities and CSR 53 

Bouygues Construction, full-service contractor 54 

Bouygues Immobilier, France's leading property developer 70 

Colas, the world's leading roadbuilder 84 

TF1, the leading private television group in France 100 

Bouygues Telecom, mobile, fixed, TV and internet services 112 

Bouygues SA 128 

Alstom, at the heart of sustainable development 130 

Risk factors 135 

Business-specific risks 136 

Market risks 147 

Claims and litigation 148 

Insurance – Risk coverage 154 

BOUYGUES • 2011 Registration Document • 2

4 

5 

Legal and financial information 157 

Information on directors and non-voting directors 158 

Information on auditors 167 

Chairman's report on corporate governance and internal control 168 

Remuneration of corporate officers and stock options granted 190 

Share ownership 199 

Stock market information 201 

Share capital 204 

Results of Bouygues SA 209 

Legal information 210 

Financial statements 215 

Consolidated financial statements 216 

> Notes to the consolidated financial statements 220 

Parent company financial statements (French GAAP) 269 

> Notes to the parent company financial statements 271 

6 

Combined Annual General Meeting of 26 April 2012 281 

Agenda 282 

Board of Directors' reports 283 

Auditors' reports 287 

Draft resolutions 296 

7 Additional information 299 

Glossary 300 

CSR and environmental indicators: note on reporting methodology 308 

Concordance 310 

Statement by the person responsible for the Registration Document 314 


A good year in 2011 

Interview with 

Martin Bouygues, 

Chairman and CEO 

Are the performances 

of TF1 and Bouygues 

Telecom in line with your 

expectations? 

The strategy introduced at TF1 is paying off. Sales 

remained stable at €2,620 million. Advertising 

revenues at the TF1 group were up 2% thanks 

to the consolidation of TMC and NT1. Acquiring 

these two channels has enabled TF1 to strengthen 

its position on a growing free-to-air DTT 

market. Current operating profit (€283 million) 

was 23% higher than in 2010 and the current 

operating margin improved 2 points to 10.8%. 

How did Bouygues perform 

in 2011? 

2011 was a good year for the Bouygues group, 

which saw robust operating performances and 

excellent commercial activity in its construction 

businesses. Sales came in higher than expected, 

up 5% at €32.7 billion. Current operating profit 

and net profit remained stable. The Group's 

financial situation is sound, with net debt firmly 

under control. 

How did the construction 

businesses do? 

The construction businesses had an excellent 

year in 2001. Sales were up 6% at €24.4 billion 

and current operating profit rose 15% to €1 billion. 

Driven by a high level of commercial activity, 

the order book at end-December 2011 stood at 

a record €24.8 billion, 10% higher than a year 

(1) MVNO: Mobile Virtual Network Operator 

earlier, giving good visibility for 2012. That thriving 

commercial activity demonstrates the competitiveness 

of the construction businesses, which 

boast a number of decisive competitive advantages, 

such as the capacity to offer customers 

innovative, high value-added solutions tailored 

to their needs, a well-established and diversified 

international presence and the development of 

specialty activities, a source of growth. 

Bouygues Construction's operating margin 

improved 0.2 points to 3.6% in a highly competitive 

environment. Bouygues Immobilier, with 

a robust 8.2% operating margin, consolidated 

its leading position on the French residential 

property market. Reservations reached a record 

level of 14,723 housing units. Colas' current 

operating margin rose 0.7 points to 3.8% as a 

result of adaptation and transformation measures 

begun in 2010. 

Bouygues Telecom's results were in line with 

targets. Sales advanced 2% to €5,741 million and 

sales from network were stable at €5,082 million. 

As announced, EBITDA was impacted by the cut 

in mobile termination rate differentials, falling 7% 

to €1,272 million. In a fiercely competitive mobile 

market, Bouygues Telecom gained 369,000 new 

mobile plan customers in 2011. The total customer 

base at end-December 2011 numbered 

11.3 million, including 80.6% on mobile plans 

(a year-on-year increase of 1.7 points). Thanks 

to strong momentum in the year, the MVNO 

customer base 1 stood at 1.6 million at end-2011. 

Performances on the fixed broadband market 

were very good. Bouygues Telecom led the field 

in terms of net market growth, signing up 433,000 

new customers in 2011. The operator had a total 

of 1,241,000 fixed broadband customers at end- 

December 2011. 


How did Alstom, in which 

Bouygues is the leading 

shareholder, fare in the 

crisis? 

Alstom contributed €190 million to Bouygues' 

net profit in 2011, compared with €235 million in 

2010. The group recorded sustained business 

activity in the first nine months of FY2011/12, with 

order intake rising 20% to €15.1 billion. Alstom is 

expanding strongly in fast-growing countries like 

China, Russia and Brazil and currently generates 

60% of its order intake in emerging countries. 

Alstom confirmed its operating margin target of 

between 7% and 8% for FY2011/12. 

Hasn't sustainable 

development had to take a 

back seat on account of the 

economic context? 

We have made our energy/carbon strategy one 

of the priorities of our CSR policy. In practical 

terms, in 2011 we conducted our first voluntary 

campaign to consolidate greenhouse gas emissions 

Group-wide. We have taken many initiatives 

to reduce our CO 2 

emissions and our energy 

consumption of all kinds. Sustainable construction 

is an integral part of our construction businesses' 

strategy, embracing eco-design, energy 

efficiency and the protection of biodiversity. At the 

same time, we have continued to adapt our business 

models to take better account of the environmental 

impacts of our activities. Supported by 

highly effective R&D and innovation departments, 

our Group has developed specific know-how in 

areas such as building management systems. 

Can you give us some 

significant examples of the 

Group's CSR policy? 

The Group's key value is respect, which is not 

only an essential attitude if people are to live 

together harmoniously but also a means of 

improving performance. Everything stems from 

respect, especially the equal treatment of staff. 

Our business areas are taking practical action 

on that front and the award of the Afnor Diversity 

label to TF1 and Bouygues Telecom demonstrates 

our determination to make progress. 

We are also continuing our in-house training in 

business ethics and doing everything we can 

to ensure that our employees work in the best 

possible conditions in all the countries where 

we operate. 

What is the outlook for 

the Group? What is your 

reaction to the arrival of 

a fourth operator on the 

mobile phone market? 

We have set a sales target of €32,350 million 

for 2012, 1% lower than in 2011, reflecting the 

contrasting situations of the Group's business 

areas. The record order book gives our construction 

businesses good visibility. The economic and 

financial environment is uncertain but there are 

many significant projects in negotiation. 

Despite continued growth in the fixed broadband 

activity, Bouygues Telecom expects sales in 2012 

to contract by 10% to €5,140 million. This factors 

in the planned cut in call termination rates (an 

impact estimated at around €350 million), the 

development of SIM-only offers and the transformation 

of the mobile market driven notably by 

the arrival of a new operator at the start of 2012. 

The outlook reflects good visibility in 

the construction businesses and the 

transformation of the mobile market 

In this context, a €300-million cost savings plan 

will have to be implemented in 2012, the effects of 

which will start to be seen in 2013. I am convinced 

that Bouygues Telecom will return to a satisfactory 

level of free cash flow in the medium term. 

As it has demonstrated in recent years, the 

Bouygues group knows how to adapt to a changing 

environment in its different lines of business. 


The Group 

BOUYGUES • 2011 Registration Document • THE GROUP • 6

1 

The Group 

Contents 

Group profile 8 

Board of Directors 12 

Management team 13 


Financial highlights 14 

Sales 14 

2011 sales by region 14 

Current operating profit 15 

Net profit attributable to the Group 15 

Adjusted earnings per share 15 

Dividend per share 15 

Cash flow 16 

Net capital expenditure 16 

Free cash flow 16 

Net debt 17 

2012 sales target 17 

Highlights 18 

Highlights since 1 January 2012 22 

Bouygues and its shareholders 24 

Registered share service 24 

Investor relations 24 

bouygues.com website 24 

Corporate, social and environmental 

responsibility 26 

Bouygues and CSR 26 

Ethics and human rights 29 

Labour relations and working conditions 29 

Environmental policy 43 

Improving products and services for the benefit of customers 46 

Communities and local development 46 

Group-wide CSR actions 48 

Outlook 51 

1952-2012: 60 years of challenges. From Riyadh University in Saudi Arabia to the "French Pentagon" 

(the new French Ministry of Defence) in Paris, Bouygues builds complex and often spectacular projects. 

The QP District project in Doha (Qatar), on which 6,000 employees work at peak periods, including about 270 engineers and technicians. 


Group 

profile 

strategy. Its two largest shareholders are SCDM, a 

holding company controlled by Martin and Olivier 

Bouygues, and the Group’s employees. 

Founded in 1952, the Bouygues 

group now has operations 

in over 80 countries. 

With a strong and distinctive 

corporate culture, 

it has solid foundations on 

which to pursue growth. 

Colas completes around 100,000 projects worldwide each year 

Bouygues operates in construction (building, civil 

works, property development and roads), telecoms 

and media. It is also the leading shareholder in 

Alstom. 

Listed on the Paris stock exchange (CAC 40 

index, Euronext Paris Compartment A), it had 

a stock market capitalisation of €7.7 billion at 

31 December 2011. 

Simplified Group orGaniSation chart 

at 31 December 2011 

POWER-TRANSPORT-GRID 

B/CW 

30.7% 

CONSTRUCTION 

MEDIA AND TELECOMS 

PROPERTY ROADS MEDIA TELECOMS 

100% 100% 96.5% 43.6% 

89.5% 

STRATEGY 

Bouygues is a diversified industrial group that gives 

priority to profitable growth and targets markets 

with long-term growth potential. In each of its business 

areas, Bouygues aims to add value to all its 

products and services through constant innovation 

while remaining competitive. 

The Group takes an opportunistic approach to 

construction markets, especially outside France. 

International markets, particularly in Asia and 

the Middle East, are now an important source of 

growth. 

THE GROUP'S ASSETS 

A stable shareholder 

structure 

A stable shareholder structure means that 

Bouygues can take a long-term approach to 

> Over 60,000 employees owned shares in the 

company at 31 December 2011, confirming 

Bouygues as the CAC 40 company with the 

highest level of employee share ownership. 

> Following the share repurchase tender offer 

at the end of 2011, SCDM owned 21.1% of 

the capital and 29.6% of the voting rights at 

31 December 2011, while employees owned 

23.3% of the capital and 28.1% of the voting 

rights. 

A strong and distinctive 

corporate culture 

The Group's corporate culture, shared by all five 

of its business areas, is distinguished by project 

management know-how and human resources 

management based on the three principles of 

its human resources charter: respect, trust and 

fairness. 

These shared values are based in particular on dialogue 

with social partners, the promotion of health 

and safety, equal opportunity, and training (see 

Corporate social and environmental responsibility 

section on p. 26-51). 

A focus on markets 

sustained by robust demand 

In construction, very substantial infrastructure 

and housing needs exist in both developed and 

emerging countries. 

BOUYGUES • 2011 Registration Document • THE GROUP • Group profile • 8

1 

The Group 

Group profile 

There is growing demand for sustainable construction, 

especially low-energy and positive-energy 

buildings and eco-neighbourhoods. 

Telecoms and media markets are continuing to 

expand, with growth being driven by rapid technological 

advances and changing usages. 

A leading player in all its business areas, Bouygues 

integrates stakeholders' expectations relating to 

sustainable development into its products and 

services, giving them a competitive edge. 

A very sound financial 

structure 

Bouygues has a sound financial profile. Keeping 

capital expenditure under control while generating 

a high level of cashflow, the Group carries little debt 

and has a very substantial cash surplus. 

The Group's credit rating is A3/stable outlook with 

Moody’s and BBB+/stable outlook with Standard 

& Poor’s. 

Drawing on these strengths, Bouygues has 

posted robust financial performances over the 

last ten years. 

Group sales have risen 5% per year on average 

over the period and net profit by 12% per year, 

enabling Bouygues to increase its dividend by 

a factor of 4.4 over ten years. 

For more information 

www.bouygues.com 

History 

1952: creation of Entreprise 

Francis Bouygues (EFB), a 

building firm. 

1956: diversification into 

property development 

(Stim). 

1965: development of civil 

engineering and public 

works activities in France. 

1970: flotation on the Paris 

stock exchange. 

1972: EFB renamed 

Bouygues. First 

international operations in 

the Middle East. 

1984: acquisition of Saur 

(sold in 2005) and ETDE, an 

energy and services firm. 

1986: Bouygues becomes 

the world's largest 

SHARE OWNERSHIP 

36.1% 

19.5% 

21.1% 

23.3% 

Number of shares: 

314,869,079 

construction firm following 

the acquisition of Screg, 

a leading roadworks 

contractor. 

1987: Bouygues becomes 

the largest shareholder 

of TF1, owning 44% 

of the share capital 

at 31 December 2011. 

France's leading 

mainstream TV channel, 

TF1 is now an integrated 

media group spanning 

free-to-air and pay-TV, the 

internet, audiovisual rights, 

production and licences. 

1994: Bouygues is awarded 

a licence to operate 

France's third mobile 

phone network. With 

12.5 million customers, 

Main shareholders at 31 December 2011 

Bouygues Telecom is now 

a full-service electronic 

communications operator 

offering mobile and fixed 

phone, TV and internet 

services. 

2006: acquisition of the 

French government's stake 

in Alstom, a world leader in 

rail transport infrastructure 

and power generation and 

transmission. Bouygues 

is now Alstom's leading 

shareholder, with a 31% 

stake at 31 December 

2011. 

2008: Bouygues 

Telecom launches fixed 

telecommunication 

services. 

VOTING RIGHTS 

25.8% 

16.5% 

Number of voting rights: 

439,994,172 

SCDM* Employees Other French shareholders Foreign shareholders 

(*) SCDM is a company controlled by Martin and Olivier Bouygues. 

29.6% 

28.1% 

20.5 

SALES 

(€bn) 

AAGR*: 

+5% 

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 

344 

NET PROFIT ATT. TO THE GROUP 

(€m) 

AAGR*: 

+12% 

ORDINARY DIVIDEND 

(€ per share) 

32.7 

1,070 

251 

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 

0.36 

Non-recurring items 

Recurring items 

Multiplied by 

4.4 

1.60** 

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 

This financial information is presented as published, according to 

French GAAP from 2001 to 2004 and according to IFRS from 2005.. 

(*) Average annual growth rate 

(**) To be proposed to the AGM on 26 April 2012 


Flagship projects 

1 

2 

3 

4 5 


1 

The Group 

Group profile 

6 

8 

7 

9 

1 Riyadh University. In 1984, Bouygues delivered 

Riyadh University in Saudi Arabia. Over 12,000 

people worked on the vast $2-billion project. 

2 Green Office ® Meudon. Delivered by Bouygues 

Immobilier in Meudon, near Paris, in 2011, it is 

the first positive-energy office building in France 

to meet international standards. Three similar 

projects are under way elsewhere. 

3 Stade de France. Bouygues and its partners delivered 

the Stade de France stadium, the last great 

millennium project in Paris, in 1997. 

4 Masan Bay Bridge. Bouygues Construction's first 

public-private partnership in South Korea, the 

740-metre cable-stayed bridge was delivered 

in 2008. 

5 A75 motorway. Colas built a 26-kilometre section of 

the A75 motorway in the south of France in 2004. 

Energy-efficient asphalt mixes (3E ® LT) were used 

on a section between Pézenas and Béziers. 

6 Challenger. The brainchild of Francis Bouygues 

and architect Kevin Roche, Challenger, the 

Bouygues group's historical headquarters, is 

the subject of an ambitious renovation project. 

A showcase for the Group's know-how, it aims to 

obtain HQE ® High Environmental Quality, LEED ® 

Platinum and BREEAM ® Excellent certifications. 

7 Eastern High-Speed Rail Link. Colas Rail laid twothirds 

of the track on the line between Paris and 

Strasbourg. 

8 Route des Tamarins. This 34-kilometre highway linking 

Saint-Paul to Étang-Salé on Reunion Island 

was built by Colas subsidiary GTOI. 

9 La Banque Postale. Delivered by Bouygues 

Immobilier in 2011, this HQE ® High Environmental 

Quality development incorporates fully renovated 

historic buildings right in the heart of Paris. 


The Board of Directors at 28 February 2012 

The Board of Directors refers 

to the recommendations of 

the Afep/Medef Corporate 

Governance Code. It draws on 

the work of four committees. 

Further information on 

corporate governance and 

internal control can be found 

in the Chairman’s report in the 

Legal and financial information 

section of this document. 

CHAIRMAN AND CEO 

Martin Bouygues 

DIRECTOR AND DEPUTY CEO 

Olivier Bouygues 

Deputy CEO and standing representative 

of SCDM, director 

DIRECTORS 

Pierre Barberis* 

Former deputy CEO, Oberthur 

François Bertière 

Chairman and CEO, Bouygues Immobilier 

Mrs Francis Bouygues 

Georges Chodron de Courcel 

COO, BNP Paribas 

Lucien Douroux* 

Former Chairman of the Supervisory Board, 

Crédit Agricole Indosuez 

Yves Gabriel 

Chairman and CEO, Bouygues Construction 

NON-VOTING DIRECTOR 

Alain Pouyat 

BOARD COMMITTEES 

Accounts Committee 

Helman le Pas de Sécheval (Chairman) 

Patricia Barbizet 

Georges Chodron de Courcel 

Selection Committee 

Jean Peyrelevade (Chairman) 

François-Henri Pinault 

Patricia Barbizet* 

CEO and director, Artémis 

Patrick Kron 

Chairman and CEO, Alstom 

Remuneration Committee 

Pierre Barberis (Chairman) 

Hervé Le Bouc 

Chairman and CEO, Colas 

Helman le Pas de Sécheval* 

Patricia Barbizet 

Ethics and Sponsorship Committee 

Lucien Douroux (Chairman) 

François-Henri Pinault 

Colette Lewiner* 

Deputy Chairwoman, Capgemini 

(*) Independent director 

Sandra Nombret 

Director representing employee shareholders 

Nonce Paolini 

Chairman and CEO, TF1 

Jean Peyrelevade* 

Chairman of the Board of Directors, 

Leonardo & Co 

François-Henri Pinault* 

Chairman and CEO, PPR 

Michèle Vilain 



1 

The Group 

Group profile 

Management team at 28 February 2012 

bouyGueS parent company 




Deputy CEO 

Jean-François Guillemin 

Corporate Secretary 

Philippe Marien 

Chief Financial Officer, 

Chairman 

of Bouygues Telecom 

Alain Pouyat 

Executive Vice-President, 

Information Systems and 

New Technologies 

Jean-Claude Tostivin 

Senior Vice-President, 

Human Resources and 

Administration 

headS of the five buSineSS areaS 

Yves Gabriel 

Chairman and CEO, 





Hervé Le Bouc 


Colas 

Nonce Paolini 


TF1 

Olivier Roussat 

CEO, 

Bouygues Telecom 


2011 key figures 

The Bouygues group had a good year 

in 2011, with solid operating performances 

and excellent sales for the Construction 

businesses. The Group is also in a robust 

financial position. 

financial hiGhliGhtS 

(€ million) 2010 2011 2011/2010 

Sales 31,225 32,706 +5% 

EBITDA a 3,330 3,242 -3% 

Current operating profit 1,760 1,819 +3% 

Operating profit 1,791 b 1,857 c +4% 

Net profit attributable 

to the Group 1,071 1,070 = 

Earnings per share (€) 3.03 3.06 +1% 

Adjusted earnings 

per share (€) d 2.97 3.40 +14% 

Cash flow 3,244 3,325 +2% 

Net capital expenditure 1,423 1,658 e +17% 

Free cash flow f 1,009 862 e -15% 

Shareholders’ equity 

(period-end) 10,607 9,678 -€929m 

Net debt (period-end) 2,473 3,862 +€1,389m 

Net gearing (period-end) 23% 40% +17 pts 

Net dividend per share (€) 1.6 1.6 g = 

Number of employees 133,456 130,827 -2% 

(a) Current operating profit excluding net depreciation and amortisation expense and 

changes in provisions, and impairment losses (after reversals of utilised and non-utilised 

provisions and impairment losses) (b) Includes €31m of other operating income net of 

expenses (income of €83m at TF1, expenses of €52m at Colas) (c) Includes €38m of 

other operating income at Bouygues Telecom (d) calculated on the basis of the number 

of shares outstanding at 31 December, excluding treasury shares (e) Excluding 4G 

frequencies (€228m) (f) Cash flow before changes in working capital requirements, minus 

cost of net debt, income tax expense for the year and net capital expenditure 

(g) To be submitted for approval by the Annual General Meeting on 26 April 2012 

SaleS e32.7 billion (up 5%) 

€ million 

(*) not meaningful 

31,225 

2010 

32,706 

2011 

Sales by business area* 

120 

2,620 

5,741 

12,412 

North America 

8% 

e2,520m 

9,802 

2,465 

(*) Impact of intra-Group eliminations: -€454m 

n Bouygues Construction n Bouygues Immobilier n Colas 

n TF1 n Bouygues Telecom n Holding company and other 

SaleS by reGion 

Central/South 

America 

n.m.* 

e151m 

Rest 

of Europe 

France 

14% 

69% 

e4,445m 

e22,601m 

> Overall, the Bouygues group generated 

sales of €32.7 billion in 2011, up 5% 

(or 3% on a like-for-like basis and at 

constant exchange rates). This was ahead 

of the initial target, thanks largely to a 

good fourth-quarter performance from 

the Construction businesses. 

> Sales at Bouygues Construction reached 

€9,802 million, up 6% (or 2% on a likefor-like 

basis and at constant exchange 

rates), with both France (€5,350 million, 

up 5%) and international (€4,452 million, 

up 8%) contributing to growth. 

> Bouygues Immobilier reported sales 

of €2,465 million, up 2%. Residential 

property sales totalled €1,994 million, 

and marked a return to growth (up 2%, 

with 11% growth in the second half). 

Commercial property sales were flat at 

€471 million, and included the sale of two 

developments: Farman (Paris) and Green 

Office ® Meudon (near Paris). 

Africa and 

Middle East 

4% 

e1,487m 

Asia-Pacific 

5% 

e1,502m 

(e32,706m) 

> Colas achieved sales growth of 

6% (or 5% on a like-for-like basis 

and at constant exchange rates) to 

€12,412 million. In France, a solid 

performance saw sales rise by 8% to 

€7,250 million. International sales were 

4% higher at €5,162 million, with North 

America enjoying an especially good 

year despite projects being hampered by 

adverse weather conditions at the start 

of the year. 

Overall, sales for the Construction 

businesses advanced by 6% to 

€24.4 billion. 

> Sales at TF1 were unchanged yearon-year 

at €2,620 million, but were 

down 2% on a like-for-like basis and at 

constant exchange rates. Advertising 

revenue for the TF1 group as a whole rose 

by 2% to €1,822 million, thanks to the 

consolidation of TMC and NT1. 

> Bouygues Telecom recorded 2% sales 

growth to €5,741 million, with sales 

from the network flat at €5,082 million 

thanks to fixed-line offers and MVNOs. 

Excluding the impact of voice and SMS 

call termination rate differentials, sales 

would have risen by 8%. 

BOUYGUES • 2011 Registration Document • THE GROUP • 2011 key figures • 14

1 2011 

The Group 

key figures 

current operatinG profit e1,819 million (up 3%) 

€ million 

1,760 

2010 

Contribution by business area* 

561 

283 

353 

466 

1,819 

2011 

201 

(*) Holding company and other reported 

a current operating loss of €45m. 


n TF1 n Bouygues Telecom 

> Thanks to excellent execution of 

contracts in progress, current operating 

profit at Bouygues Construction 

increased by 12% to €353 million, and 

current operating margin rose by 0.2 of 

a point to 3.6% in a fiercely competitive 

environment. 

> Current operating profit at Bouygues 

Immobilier was solid at 8.2% (down 

0.2 points). 

> Colas achieved 28% growth in current 

operating profit to €466 million. Current 

operating margin advanced by 0.7 points 

to 3.8%, reflecting the adaptation and 

transformation measures initiated in 

2010 – especially in Central Europe, 

where current operating profit rose by 

€78 million. By focusing on margins 

rather than volume, and applying a policy 

of constant adaptation, Colas managed to 

improve its competitiveness in 2011. 

Overall, current operating profit from the 

Construction businesses was 15% higher 

at €1 billion, with a margin up 0.4 points 

to 4.2%. 

> Current operating profit at TF1 was up 

23% on the 2010 figure, while the current 

operating margin was 2 points ahead of 

2010 at 10.8%. 

> As forecast, EBITDA at Bouygues 

Telecom was hit by cuts in call 

termination rate differentials (negative 

impact: €151 million), and came in on 

target at €1,272 million (down 7%). After 

taking account of increased depreciation 

and amortisation expense – largely due 

to the buoyancy of fixed-line activities – 

current operating profit was down 19% 

at €561 million. 

net profit 

attributable 

to the Group e1,070 million (=) 

€ million 

1,071 

2010 

1,070 

2011 

Contribution by business area* 

331 

190 

80 

226 

324 

120 

(*) Holding company and other reported a net loss of €201m 

adjuSted earninGS 

per Share* 

Following the cancellation of 52 million 

shares, earnings per share (calculated 

on the basis of the number of shares 

outstanding as of 31 December excluding 

treasury shares), was €3.40 in 2011, 

14% higher than in 2010. 

(*) Based on net profit from continuing operations 

attributable to the Group, and on the number of shares 

outstanding as of 31 December excluding treasury shares 

e3.40 (up 14%) dividend per Share* 

(€) (€) 

3.40 Bouygues intends to maintain the 

1.60 

2.97 

shareholder return in 2011. On 26 April 

2012, the Board of Directors will ask the 

Annual General Meeting to approve a 

dividend of €1.60 per share. Based on 

the average share price over a rolling 

12-month period to 20 February 2012, this 

would represent a dividend yield of 5.7%. 

2010 

2011 

(*) To be proposed to the AGM on 26 April 2012 

2010 

e1.60 (=) 

1.60* 

2011 


n TF1 n Bouygues Telecom n Alstom 

Net profit attributable to the Group 

was €1,070 million, unchanged 

from 2010. Excluding the fall in the 

contribution from Alstom, which 

was expected (€190 million in 2011, 

versus €235 million in 2010), it 

would have risen by 5%. 


caSh flow 

€ million 

3,244 

e3,325 million (up 2%) 

3,325 

net capital 

expenditure 

€ million 

1,423 

e1,658 a million (up 17%) 

1,658 a 

free 

caSh flow 

€ million 

1,009 

e862 a million (down 15%) 

862 

2010 

2011 

Contribution by business area 

33 

1,288 

346 

546 

197 

915 



2011 

2010 2011 

2010 

859 a 150 

Contribution by business area b 

Contribution by business area b 

157 

268 12 

208 a 

134 

414 

314 

108 

(a) Excludes the investment in 4G frequencies (2.6 GHz): €228m 

(b) Holding company and other reported negative net capital expenditure of €3m 

(a) Excludes the investment in 4G frequencies (2.6 GHz): €228m 

(b) Holding company and other reported negative free cash flow of €101m 



Overall, the Group reported a slight increase 

of €81 million in cash flow in 2011, to 

€3,325 million. 



As expected, net capital expenditure was higher year-onyear, 

especially at Bouygues Telecom (up €179 million). 

The overall figure for 2011 was €1,658 million (up 

€235 million), excluding the €228-million investment in 

4G frequencies. 

The €683 million spent on a set of 4G frequencies in the 

800 MHz band, awarded on 15 February 2012, will be 

recognised in the first quarter of 2012. 

Free cash flow represents the ability of the Group to 

generate surplus cash after financing the cost of debt, 

income taxes, and net capital expenditure. It is calculated 

before changes in working capital requirements. 

The year-on-year change reflects the increase in capital 

expenditure during 2011, which had been expected. 

Cash flow rose by 2% to €3,325 million. After taking 

account of the cost of net debt (€277 million), income 

taxes (€528 million), and net capital expenditure 

(€1,658 million), free cash flow was €862 million (before 

the €228 million spent on a set of 4G frequencies in the 

2.6 GHz band). 

BOUYGUES • 2011 Registration Document • THE GROUP • 2011 key figures • 16

1 

The Group 

2011 key figures 

net debt 

€ million the share repurchase tender offer), 

€ million 

3,862 

net gearing was 40%. 

2,473 

1,478 b 

2,384 

2010 2011 

23% a 40% a 

(a) Net gearing 

(b) Share repurchase tender offer + 4G frequencies (2.6 GHz) 

Cash flow generated during the year enabled 

Bouygues to achieve a slight reduction in 

the level of net debt relative to the end of 

2010 (€2.5 billion), before taking account 

of the €228 million spent on a set of 4G 

frequencies in the 2.6 GHz band and the 

€1,250 million spent in connection with the 

share repurchase tender offer. 

The overall year-on-year movement reflects 

the following factors: operations generated 

cash inflows of €1 billion, while the dividend 

payout represented a cash outflow of 

€694 million. Acquisitions during the year 

generated a cash outflow of €114 million, 

while other miscellaneous items (effect of 

changes in the scope of consolidation, and 

share repurchases net of capital increases 

and the exercise of stock options) generated 

a net cash outflow of €103 million. 

After taking account of the two exceptional 

items mentioned above, net debt was 

€3,862 million. Given the reduction in equity 

capital due to the repurchase of 47 million 

shares in 2011 (including 42 million under 

e3,862 million (up e1,389 million) 

Trends in net debt (or net surplus cash) by 

business area were as follows: 

> Bouygues Construction: net surplus cash of 

€2,869 million, in line with the level at the end 

of 2010. 

> Bouygues Immobilier: net surplus cash of 

€507 million (up €131 million), a very good 

performance for a property developer. 

> Colas: net surplus cash of €28 million, 

representing a year-on-year improvement of 

€85 million in the net cash position. 

> TF1: net debt of €40 million, representing 

a year-on-year deterioration of €57 million, 

reflecting the acquisition of a property housing 

staff from TF1 SA and LCI. 

> Bouygues Telecom: net debt of 

€581 million, up €411 million, due largely 

to the €228 million spent on a set of 

4G frequencies in the 2.6 GHz band. 

Net debt at Holding company and other 

level, amounting to €6,645 million, was 

€1,150 million higher than at the end of the 

previous year, after taking account of the 

€1,250-million impact of the share repurchase 

tender offer. 

Rated as A3/stable outlook by Moody’s and 

BBB+/stable outlook by Standard & Poor’s, the 

Bouygues group successfully completed an 

€800-million bond issue at the start of 2012. 

Bouygues had excellent liquidity as of 

31 December 2011 (€8.4 billion, including 

€3.2 billion of cash and cash equivalents and 

€5.2 billion of undrawn credit facilities), and a 

well-spread debt maturity profile. 

2012 SaleS tarGet e32.4 billion (down 1%) 

31,225 

2010 

Sales target 

Sales target by business area* 

120 

2,620 

32,706 

5,140 

2011 

12,500 

10,000 

32,350 

2,450 

2012 

(target) 

(*) Impact of intra-Group eliminations: -€480m 



The 2012 sales target of €32.4 billion reflects 

a contrasting picture across the Group’s 

business areas. 

With the order backlog standing at a record 

€24.8 billion (10% higher than at end-2010), 

the Construction businesses have good 

visibility. The economic and financial 

environment is uncertain, but many new 

large-scale projects are under negotiation. 

Despite continuing growth in fixed 

broadband, Bouygues Telecom expects 

sales to fall in 2012. This forecast takes 

account of the planned cut in call termination 

rate differentials (impact estimated 

at approximately €350 million), the 

development of offers sold without handsets, 

and upheavals in the mobile market 

(especially the arrival of a new entrant at the 

start of 2012). The negative impact on EBITDA 

is expected to be around €250 million, 

including €90 million from the cut in call 

termination rate differentials. 

Against this backdrop, a €300-million costcutting 

plan is due to be implemented in 

2012, with the effects being felt from 2013. 

Bouygues Telecom will also continue to invest 

in infrastructure in order to keep pace with 

rising usage levels: a block of 4G frequencies 

in the 800 MHz band was acquired early in 

2012 for €683 million. Excluding frequencies, 

capital expenditure will be in line with the 

2011 figure. 

As it has shown over the last few years, the 

Bouygues group has a genuine capacity to 

adapt to the changing environment in each of 

its business lines. 


Highlights 

Privée, included the restructuring of historical 

buildings. 

Product placement. TF1 makes its first show with 

product placement: Malongo coffee appeared in 

an episode of the crime series R.I.S Police scientifique. 

For a fee, product placement enables an 

advertiser to promote its brand during a TV show. 

Multi-line. Bouygues Telecom launches its multi-line 

advantages scheme under which call plan customers 

living at the same address as a customer with 

an ideo quadruple-play bundle can benefit from 

discount rates on their mobile plan. 

Illustrated highlights 

of 2011 for Bouygues, 

its five business areas 

(Bouygues Construction, 

Bouygues Immobilier, Colas, 

TF1, Bouygues Telecom) 

and Alstom. 

For more information, 

see Business activities and CSR. 

The City of Paris lighting contract won 

by ETDE (Bouygues Construction) and Aximum 

(Colas) as members of the Evesa consortium 

JANUARY 

Acquisition. Bouygues Bâtiment International 

acquires the British building firm Leadbitter, which 

operates in both the private and the public sector 

(social housing, schools, etc.). 

Energy. Bouygues, through ETDE and Bouygues 

Immobilier, and Alstom create Embix, a joint venture 

to develop and provide energy management 

services for eco-neighbourhoods. 

Organisation. Quille and GTB Construction, both 

subsidiaries of Bouygues Entreprises France- 

Europe, merge to form Quille Construction. 

FEBRUARY 

Concert hall. Bouygues Bâtiment Ile-de-France – 

Ouvrages Publics wins the contract to build the 

Paris Philharmonic Hall in the 19th arrondissement 

in the north of the city. The €219-million contract 

(Group share: €107 million) covers construction, 

operation and maintenance of the hall for 15 years. 

Poland. Bouygues Immobilier Polska and Karmar 

(Bouygues Bâtiment International) conclude a 

€65-million contract to build the future headquarters 

of telecom operator TPSA (Orange) in Warsaw. 

Work is due to last 25 months. 

Mobile payment. Bouygues Telecom launches 

Buyster, an innovative solution using mobile handsets 

for secure on-line payments. The service is 

marketed with Orange, SFR and Atos Origin, the 

European leader in electronic transactions. 

Loyalty. Bouygues Immobilier creates "Perspectives", 

a club intended to forge closer links with its best 

customers. Membership benefits include private 

previews and sales, advice and help with filling 

out tax returns, etc. 

MARCH 

Bank. Bouygues Immobilier delivers the headquarters 

of La Banque Postale in the 6th arrondissement 

in central Paris. The works, carried out by 

Bouygues Bâtiment Ile-de-France – Rénovation 

APRIL 

Tramway. Colas, Alstom and Bouygues Construction 

deliver the first tramway line in Rheims (11.5 km). 

The consortium has a 30-year concession to operate 

the line. The contract is worth €635 million to 

the Group. 

Turkmenistan. Bouygues Bâtiment International wins 

four contracts worth a total of €419 million to construct 

buildings for the state customs service and 

two ministries as well as a five-star hotel. 

Shopping centre. Bouygues Bâtiment Ile-de-France 

wins the €130-million contract to build the Nouveau 

Beaugrenelle complex, a 120-store riverfront 

shopping centre in the 15th arrondissement in 

west Paris. 

Bouygt’Elles. Bouygues Telecom launches an inhouse 

initiative called Bouygt’Elles with the aim 

of encouraging networking between women and 

promoting their advancement at all levels of management, 

including the most senior. 

MAY 

French Ministry of Defence PPP. Bouygues Bâtiment 

Ile-de-France and Exprimm win the public-private 

partnership contract for the French Defence 

BOUYGUES • 2011 Registration Document • THE GROUP • Highlights • 18

1 Highlights 

The Group 

Ministry complex in the 15th arrondissement 

in southwest Paris. The €1.1-billion project will 

group the armed forces central administration 

and chiefs of staff on a 16.5-hectare (41-acre) site. 

The contract covers design, construction, facilities 

management and maintenance for 30 years. 

Automatic metro. Alstom Transport and RATP, the 

Paris transit authority, announce the creation of 

Metrolab, a joint venture to develop the automatic 

metro of the future. Research is expected to bear 

fruit by 2013 in the form of a prototype trainset. 

Shopping centre. Bouygues Immobilier inaugurates 

the Aqua Portimão shopping centre (Portugal). The 

€106-million complex includes restaurants, stores, 

a hypermarket and 1,800 parking spaces. 

Environment. The Bouygues group provides a carsharing 

fleet of electric vehicles that employees 

can use free of charge for their business travel. The 

fleet should ultimately comprise around 35 vehicles 

shared between all subsidiaries. 

JUNE 

Street lighting. ETDE and Aximum (Colas) win a 

street lighting contract with the City of Paris worth 

at least €170 million. The 10-year contract includes 

client support and the operation and maintenance 

of public lighting sources and traffic lights. 

LNG tanks. Bouygues Travaux Publics wins a contract 

to build three liquefied natural gas (LNG) 

tanks for the LNG terminal at Dunkirk in northern 

France. Among the world's largest, they are scheduled 

for delivery in 2015. 

Demolition-reconstruction. Bouygues Immobilier 

starts work on the D2 tower in the La Défense 

business district to the west of Paris. The contract 

includes the demolition of a building and reconstruction 

of a 180-metre tower with 54,000 m² 

on 37 floors, capable of accommodating 3,700 

workers. Delivery is scheduled for 2014. 

Eco-neighbourhood. Bouygues Immobilier inaugurates 

a 140-apartment complex in the Valnaturéal 

eco-neighbourhood in Marseille. The programme 

will ultimately comprise 800 units, including a 

hostel for students and young workers and two 

retirement homes. It is due to be completed by 

the end of 2013. 

Energy. Bouygues Immobilier, Bouygues Telecom, 

ETDE and Alstom join forces to launch IssyGrid. 

The first district smartgrid in France, it will manage 

and optimise energy use in a business district 

developed by Bouygues Immobilier at Issy-les- 

Moulineaux, near Paris. 

JULY 

Hospital. Bouygues Bâtiment Ile-de-France – 

Rénovation Privée wins a €150-million contract 

to rehabilitate the former Laennec hospital in the 

7th arrondissement in central Paris. The project 

includes the renovation of offices and the construction 

of luxury apartments, a student residence 

and a 50-room geriatric residence. Delivery is 

scheduled for 2013. 

Triple play. Bouygues Telecom and Axione, a subsidiary 

of ETDE, conclude a contract for the provision 

of ADSL access lines. The contract enables 

Bouygues Telecom to extend fully unbundled Bbox 

triple-play offers (internet, fixed phone and TV) to a 

potential 1.2 million lines in 12 rural départements. 

Innovation. Bouygues Telecom launches B&YOU, 

a new mobile phone service package for internetgeneration 

users. Available exclusively online, 

B&YOU allows them to sign up to and cancel 

services, order a handset, manage their account 

and give and receive advice via an online user 

community. B&YOU is also in daily contact with 

users via Facebook and Twitter plus the brand's 

blog and forum. 

Roaming. Bouygues Telecom and the Spanish 

operator Telefónica conclude a cooperation agreement 

covering procurement, the improvement of 

roaming services, services to corporate accounts 

and mobile devices. 

Grassroots. TF1 organises its first summer beach 

tour, visiting twelve seaside resorts with a programme 

featuring an interactive quiz, the selection 

of participants for its flagship lunchtime game show 

and a chance to meet a TF1 celebrity. 

SEPTEMBER 

Finance. Bouygues launches a share repurchase 

tender offer for a maximum of 11.7% of the capital 

at a price of €30 per share, representing a total of 

€1.25 billion. It is the largest such buyback ever 

announced in France. 

Facts and figures for 2011 

163,121,437 shares tendered to the 

share repurchase tender offer carried out by 

Bouygues in late 2011. At 31 December 2011, 

SCDM owned 21.08% of the capital and 29.56% 

of the voting rights, while employees owned 


rights. 

60 new students are being supported by the 

Francis Bouygues Foundation in 2011-2012, 

bringing the number of young people supported 

and sponsored by the Foundation to nearly 400. 

CONSTRUCTION 

40 years: the length of the concession 

contract won by Atlandes, a consortium whose 

members include Colas Sud-Ouest and Screg 

Sud-Ouest (Colas). The contract covers the 

financing, design, upgrade, widening, upkeep, 

operation and maintenance of a 105-km section 

of the A63 motorway in France. Colas share: 

€250 million. 

1st private-sector energy performance 

contract in France for Green Office ® Meudon, 

the positive-energy office building developed 

by Bouygues Immobilier and delivered in July. 

Sold to Scor, a reinsurer, the building is leased 

to the IT services company Steria. 

200 m. VSL (Bouygues Construction) placed 

the world's highest sky bridge at the top of the 

Nation Towers complex in Abu Dhabi (UAE). 

The 385-tonne bridge links the two buildings 

200 metres from ground level. 

10 days: the record time taken by teams 

from Bouygues Thai (Bouygues Bâtiment 

International) to place a 120-tonne metallic 

cone at a height of 250 metres. The feat of 

technological prowess was achieved on 

The River, a 210,000-m² residential complex 

in Thailand. 


factS and fiGureS for 2011 

(continued) 

231 m. Tour First, delivered by Bouygues 

Bâtiment Ile-de-France – Rénovation Privée in 

March, has overtaken the Tour Montparnasse 

as France's highest tower. 

4 new secondary schools renovated by 

Bouygues UK, a subsidiary of Bouygues 

Bâtiment International, in the London borough 

of Tower Hamlets (approx. €70 million). 

110 villages electrified by ETDE in Gabon. 

Under the €48-million contract, teams from 

ETDE installed a 63-km high-voltage line, 

an optical fibre link and a distribution, rural 

electrification and street lighting network. 

50%: the stake acquired by Colas in Gamma 

Materials Ltd, a company that produces and 

sells construction materials in Mauritius 

(Indian Ocean). 

MEDIA-TELECOMS 

2 million: the number of TF1 iPad/iPhone 

apps downloaded since the app was launched. 

1 million. Bouygues Telecom passed the 

milestone of one million activated Bbox routers 

in 2011, just two-and-a-half years after starting 

to market its fixed services. 

99 of the top 100 audiences in 2011: TF1's 

second-best score in the channel's history. 

With an audience share of 82% for the Rugby 

World Cup final between New Zealand and 

France on 23 October 2011, TF1 recorded 

the highest audience of the year for 

any programme on any channel. 

Record. VCES, Bouygues Bâtiment International's 

Czech subsidiary, concludes the largest contract 

in its history, for the renovation of a shopping centre 

in Prague and the construction of an additional 

40,000 m² of floor space. The €73-million project, 

of which VCES has a 60% share, is due for completion 

in 2013. 

Roadworks centres PPP. Bouygues Construction 

subsidiaries Exprimm and DV Construction hand 

over 53 roadworks and maintenance centres to the 

French Department of Transport Infrastructure. The 

€355-million public-private partnership contract 

also includes facilities management and maintenance 

for 28 years. 

Positive energy. Bouygues Immobilier will build Hikari 

in Lyon, a complex of three positive-energy buildings 

comprising 42 apartments, 8,000 m² of office 

space and 1,000 m² of retail space. Work is due 

to begin in early 2013, for delivery in mid-2014. 

Lease. Systra, a firm of consultant engineers specialising 

in rail and urban transport, concludes a 

long-term lease with Bouygues Immobilier for the 

Farman building in the 15th arrondissement in 

southwest Paris. It is the only BBC-certified lowenergy 

building delivered and leased in the Paris 

region offering 50% lower energy consumption 

than the requirement under the prevailing thermal 

regulations. 

OCTOBER 

Metros. Colas Rail wins two rail contracts, the first 

with Alstom Transport for the construction of a 

metro line in Venezuela (Colas share: €96 million), 

the second in Malaysia for the extension of the 

light railway in the capital, Kuala Lumpur (Colas 

share: €96 million). 

New service package. Bouygues Immobilier launches 

UrbanEra ® , a service package for local authorities 

developing eco-neighbourhoods. Three UrbanEra ® 

projects are already under way, in Issy-les- 

Moulineaux (IssyGrid), Strasbourg (Wacken) and 

Lyon (Hikari). 

Diversity. The French Interior Ministry, in partnership 

with certification body Afnor, awards Bouygues 

Telecom the Diversity label for its action to promote 

diversity and prevent discrimination in human 

resources policy and management, including initiatives 

such as anonymous CVs, a disability task 

force, ethical purchasing and women's networking. 

Mobile internet. Bouygues Telecom starts to market 

Eden, a new range of plans to replace all previous 

non-capped plans (Classic, Evasio.2, Neo.4, etc.). 

For the first time, plans are segmented according 

to data use (mobile internet). 

Wacken, in Strasbourg, The Hikari (Bouygues project in Immobilier) Lyon, part 

will be of the the first UrbanEra positive-energy ® initiative, urban will offer area a in 50-60% France 

saving on energy consumption 

Advertising. TF1 launches a new corporate communication 

campaign featuring its leading TV 

hosts and presenters in four TV adverts directed by 

Patrice Leconte. The campaign reaches billboards 

and cinema screens in early 2012. 

Canada. Colas wins four contracts worth a total of 

€140 million: a rail intermodal logistics platform, a 

3.5-km extension of Highway 410, upgrading of a 

7-km section of Route 185 into Highway 85 and 

widening of a 7-km section of Highway 73. 

Roads PPP. Colas, DTP Terrassement and Bouygues 

TP win a public-private partnership contract worth 

€54 million in works for the financing, design, construction, 

upkeep and maintenance for 15 years 

of the Vichy southwest bypass in central France. 


1 Highlights 

The Group 

NOVEMBER 

Singapore. Bouygues Bâtiment International signs 

two contracts worth €160 million to build high-rise 

residential complexes. 

Safety. Bouygues Entreprises France-Europe concludes 

an agreement with three leading temporary 

employment agencies to improve safety for temporary 

workers on construction sites. 

Urban PPP. Three Colas subsidiaries (Screg Îlede-France 

Normandie, Colas Île-de-France 

Normandie and Aximum) and ETDE win a 20-year, 

€52-million public-private partnership contract for 

the financing, renovation, upkeep and maintenance 

of roadways and street lighting in part of Plessis- 

Robinson, near Paris. It is the first PPP in France to 

combine the renovation and maintenance of both 

roadways and street lighting. 

Construction of A75 motorway between Pézenas 

L'A75 entre Pézenas et Béziers 

and Béziers using 3E 

avec mise en œuvre 

® warm asphalt mix (Colas) 

d'enrobés tièdes 3E ® (Colas) 

Paris Law Courts PPP. Bouygues Bâtiment Ile-de- 

France is named preferred bidder for the publicprivate 

partnership contract for the financing, 

construction, upkeep and maintenance of the 

future Paris Law Courts complex. 

Switzerland. Losinger Marazzi wins a number of 

contracts worth €200 million in all, including a 

residential, office and retail complex in Monthey, 

two mixed-use buildings in Thun and a shopping 

centre in Nyon. 

Senior citizens. Bouygues Immobilier creates 

Noveom, a new generation of adaptable serviced 

residences. The first two projects are under way in 

Angers and Tours, central France. 

3G. Bouygues Telecom launches high-speed mobile 

internet services in Paris, Lyon and Marseille. For 

€5 per month, customers can surf the web in 3G 

at speeds of up to 42 Mb/s, 12 times faster than 

before. 

DECEMBER 

Business district. Bouygues Immobilier will help to 

create a 220,000-m² international business district 

in Strasbourg. The project includes offices, a business 

centre, hotels, apartments and shops. The 

first phase of approximately 100,000 m² is due to 

be launched by 2013. 

Secondary school PPP. Bouygues Construction, 

as a member of the Lylopolis consortium, signs 

a public-private partnership contract with the 

Lorraine Regional Council for the financing, 

design, construction, operation and maintenance 

of two secondary schools at Pont-à-Mousson in 

eastern France. 

Facts and figures for 2011 

0. In January 2011, Bouygues Telecom was the 

first operator not to pass on the rise in VAT in 

the 2011 Budget Act to the price of its mobile 

plans. 

1st. In June, Bouygues came top of the 2011 

BearingPoint-TNS Sofres customer relations 

league table for its mobile services, for the fifth 

year running, and for fixed services, a first for 

an operator. 

3rd. TF1 is the third most powerful brand 

among French people in their daily lives 

(Havas Media, March 2011). 

5th. For its fifth anniversary, the Bouygues 

Telecom Foundation opened its doors to 

Bouygues Telecom customers, promising to 

make 30 grants of €5,000 each to charities 

they belong to. 

12 films coproduced by TF1 Films Production 

took over one million box-office entries in 2011. 

Intouchables (The Intouchables) led the way 

with nearly 17 million entries by end-December 

2011. 

100%. TF1 acquired the 65.7% stake in 

Metro France held by Metro International, thus 

becoming sole owner of the free newspaper. 

ALSTOM 

€950 million: the amount of the contract 

signed by Alstom in January with a subsidiary 

of Estonia's state-owned electricity utility for 

the construction of a fossil-fuel power plant. 

320 km/h. Alstom delivered the thirdgeneration 

TGV Duplex to SNCF, the French 

rail operator. It is the first double-deck highspeed 

train capable of reaching 320 km/h on 

European networks. 


Highlights since 1 January 2012 

against French satirical newspaper Le Canard 

Enchaîné, its publisher and the two journalists 

responsible for articles about the award of the 

contract for the new French Defence Ministry 

complex in Paris was heard by the Paris District 

Court on 18 January 2012. The Bouygues group 

claimed damages for accusations which it considered 

to be false and highly libellous. On 14 March 

2012 the court, while allowing that the journalists 

had acted in good faith and hence rejecting the 

Bouygues group's claim for compensation, found 

that the majority of the allegations made by Le 

Canard Enchaîné were libellous. It also found 

that Le Canard Enchaîné had not furnished any 

evidence whatsoever that Bouygues was under 

judicial investigation. 

BOUYGUES IMMOBILIER 

The future head office of Clarins group in Paris, 

designed by Valode & Pistre 

BOUYGUES 

CONSTRUCTION 

In January, Réseau Ferré de France (RFF), the 

French rail network operator, named the Bouyguesled 

consortium preferred bidder for the publicprivate 

partnership (PPP) contract for the Nimes- 

Montpellier railway bypass. The consortium 

comprises Bouygues Construction (Bouygues 

Travaux Publics and DTP Terrassement), Colas 

(Colas Rail and Colas Midi-Méditerranée), Alstom 

Transport, Spie Batignolles and financial investors. 

The 25-year PPP contract covers the financing, 

design, construction, operation, maintenance and 

upkeep of 80 km of new track. 

Dragages Hong Kong, a Bouygues Construction 

subsidiary, won a contract worth around €207 

million to design and build a 22-storey tower in 

Hong Kong. With floor area of 66,600 m², the building 

will house several government agencies. It is 

scheduled for delivery in 2014. The tower will be 

built to high environmental standards in the Kai Tak 

Development Area, where Dragages Hong Kong is 

already building a major cruise terminal. 

The Arelia consortium, whose shareholders are 

Bouygues Construction subsidiaries Bouygues 

Bâtiment Ile-de-France and Exprimm alongside 

financial investors, has concluded a contract with 

Établissement Public du Palais de Justice de 

Paris, a public body acting on behalf of the French 

government, to finance, design, and build the new 

Paris law courts complex and provide maintenance 

and upkeep services for 27 years. The building will 

group five facilities currently spread around Paris 

together on the same site. Bouygues Bâtiment 

Ile-de-France will be responsible for design and 

construction, for a total of €575 million. Exprimm, 

a subsidiary of ETDE, will provide facilities management 

services for the complex for an annual 

fee of €12.8 million. Designed by architect Renzo 

Piano for the Renzo Piano Building Workshop, the 

160m-tall building will be composed of separate 

functional elements, including over a hectare 

(2.5 acres) of open-air terraces planted with trees, 

in the middle of Paris, and a podium housing 

more than 90 courtrooms. Work is due to start in 

summer 2013 and will last three-and-a-half years. 

The project will set a new benchmark for energy 

consumption in a high-rise building. 

The libel suit brought by Bouygues, Bouygues 

Construction and Bouygues Bâtiment Ile-de-France 

The Clarins group has chosen Bouygues 

Immobilier to develop its future head office in the 

17th arrondissement of northwest Paris. The turnkey 

development will house all the Clarins group’s 

employees on eight floors and three basement 

levels. The building, designed by architects Valode 

& Pistre, is noteworthy for its unusual façades and 

garden placed at the heart of the development. 

The project is aiming for high-level environmental 

certification. Handover is expected in the first half 

of 2014. 

COLAS 

Colas Rail and Colas Midi-Méditerranée are 

members of the consortium that has been named 

preferred bidder for the public-private partnership 

contract to build the Nimes-Montpellier railway 

bypass. 


The Group 

1 Highlights 

TF1 

The TF1 group has reached agreements with the 

principal xDSL 1 , satellite and cable operators 

(Orange, SFR, Bouygues Telecom, CanalSat and 

Numericable) on the distribution of its theme 

channels (Eurosport, Eurosport 2, LCI, TV Breizh, 

Histoire, Ushuaïa TV), previously distributed on an 

exclusive basis. The new non-exclusive distribution 

arrangements, effective for three years from 

1 January 2012, will broaden the reach of the 

group’s theme channels and strengthen their business 

model. The agreements confirm the attractiveness 

of TF1’s theme channel offering. 

BOUYGUES TELECOM 

Bouygues Telecom obtained the renewal of NF 

Service quality certification for all its Customer 

Relations Centres serving both fixed and mobile 

customers. Bouygues Telecom remains the only telecoms 

operator to be awarded the NF label, based 

on the European standard EN 15838, for customer 

relations platforms covering all internet, television 

and telephone services. This latest recognition 

follows Bouygues Telecom’s top ranking for 

customer relations (BearingPoint-TNS Customer 

Relations Quality League Table) achieved in 2011 

in both the mobile and, for the first time, the ISP/ 

fixed segments. 

On 10 January 2012, the telephone operator 

Free Mobile launched its products on the French 

mobile market. Following the announcement, on 

16 January B&YOU, Bouygues Telecom’s internetonly 

service, launched two new commitment-free 

call plans to replace the existing range. 

Bouygues Telecom and France Télécom-Orange 

have signed an agreement to roll out optical fibre 

in high-density and lower density areas. 

The agreement, which complements previous 

agreements with other partners, underlines 

Bouygues Telecom’s commitment to rolling out 

very-high-speed services nationwide. As a result, 

Bouygues Telecom will be able to offer very-highspeed 

fixed broadband services to a potential 

market of over 13 million households in France. 

On 15 February 2012, Bouygues Telecom was 

allocated a block of 4G frequencies in the 800 

MHz band for €683 million. As well as enhancing 

Bouygues Telecom’s stock of frequencies, the 

acquisition of this block of "golden" frequencies 

will enable the operator to offer customers access 

to very-high-speed mobile services in the years 

to come. 

BOUYGUES SA 

On 9 February 2012, Bouygues carried out a 

bond issue of €800 million with a 10-year maturity 

and a 4.5% interest rate, to refinance debt that is 

approaching maturity. 

ALSTOM 

In the Transport sector, Alstom has been awarded 

a contract worth around €240 million to provide 

34 new trains for two metro lines in Singapore and 

to upgrade signalling on both lines. In Denmark, 

Alstom will provide a complete new signalling 

system for the rail network in the east of the 

country. In Spain, Alstom will supply the signalling 

system for the high-speed line between Albacete 

and Alicante. 

In the Power sector in France, Alstom and EDF 

Énergies Nouvelles, on behalf of a consortium of 

strategic partners, have submitted four projects in 

response to the French offshore wind energy call 

(1) Television via ADSL is the most common use of DSL (Digital Subscriber Line) technologies (see the Glossary in the Additional Information section). 

for tenders. In Russia, in a contract worth around 

€875 million, the joint venture between Alstom and 

Rosatom will supply the conventional island for the 

Baltic nuclear power plant. In Scotland, Alstom and 

SSE Renewables will develop the world’s largest 

wave farm off the coast of Orkney. In Malaysia, 

Alstom is part of a consortium that has won a contract 

worth over €1 billion for a supercritical coalfired 

power plant; Alstom’s share of the contract is 

worth €830 million. 

Plan for the future Paris law courts complex, 

designed by Renzo Piano 

In the Grid sector, Alstom Grid has won a contract 

worth around €240 million in Sweden for a high 

voltage direct current link as part of a 1400 MW 

transmission project covering the southwest of 

the country. 

The glossary can be found in 

Additional information 


Bouygues and 

its shareholders 

THE BOUYGUES.COM 

WEBSITE 

All the information you need 

The www.bouygues.com website is an essential 

tool for communicating with shareholders, analysts 

and investors. The information available includes: 

> published financial documents: 

press releases, financial statements, results 

presentations, archive recordings of past presentations, 

etc.; 

Listed on the Paris stock exchange 

since 1970, Bouygues is one of 

the market’s flagship stocks, 

as demonstrated by its almost 

uninterrupted inclusion in the 

CAC 40 index. Throughout this 

period, the Group has been 

committed to involving its 

shareholders in its development, 

combining corporate responsibility 

with an entrepreneurial spirit. 

REGISTERED SHARE 

SERVICE 

Fully registered shares 

Bouygues offers a free, unintermediated accountkeeping 

service to holders of fully registered 

shares. 

Fully registered shareholders are also guaranteed 

to receive regular information from Bouygues, 

and are automatically sent notices of shareholders’ 

meetings. 

All holders of registered shares enjoy double voting 

rights once their shares have been held in this 

form for more than two years. 

INVESTOR RELATIONS 

2011 Key Figures 

Légende 

de la photographie 

> 4 results releases: Bouygues senior management 

presented the Group’s full-year and halfyear 

results at meetings, and first-quarter and 

third-quarter results via conference calls. 

> Over 200 investors met with management or 

the Investor Relations team. 

> 14 roadshows were held in 7 different countries. 

> 2 lunches specifically for bond investors were 

hosted, in Paris and London. 

> The Group attended 6 sector-specific or 

general-interest conferences. 

> regulated information, including all the registration 

documents since 2000; 

> Bouygues In Brief (a brochure distributed to 

coincide with the presentation of the annual 

financial statements) since 2002; 

> a historical data file, downloadable in Excel, 

showing key figures for Bouygues over the past 

7 years; 

> the analysts’ consensus compiled by 

Bouygues ahead of each results release; 

> a special section for shareholders: documents 

relating to the Annual General Meeting, FAQ, 

etc; 

> detailed information about the Group’s activities, 

key performance indicators, senior management, 

etc; 

> an interactive intraday Bouygues share price 

tracker. 

Shareholders wishing to hold their shares as 

registered shares should contact their financial 

intermediary. 

> A meeting dedicated to individual shareholders 

was held in Lille. 

> 20 brokers in France and around the world 

cover the Bouygues share. 

BOUYGUES • 2011 Registration Document • THE GROUP • Bouygues and its shareholders • 24

1 Bouygues 

The Group 

and its shareholders 

Stock market performance Since end-2010 

2012 key dateS 

34 

Share price (€) 

Bouygues DJ Euro Stoxx 50 ® 

2011 

2012 

> Thursday 26 April 

Bouygues Annual General Meeting 

at Challenger 

(Saint-Quentin-en-Yvelines, France) 

32 

30 

28 

26 

31 December 2010 

€32.26 


2,317 pts 

-17.1%* 

10 February 2012 

2,481 pts 

-11.2%* 

€24.65 

-23.6%* 

> Friday 4 May 

Payment of dividend 

> Tuesday 15 May 

2012 first-quarter results 

> Tuesday 28 August 

2012 first-half results 

24 

> Wednesday 14 November 

2012 9-month results 

22 

€24.35 

-24.5%* 

20 

Jan 2011 Feb March April May June July Aug Sept Oct Nov Dec Jan 2012 Feb 

(*) Compared with 31 December 2010 

ORDINARY DIVIDEND PER SHARE 

The ordinary dividend per share has been maintained 

or increased every year since 2005, during 

which period it has multiplied by 1.8. 

1.60 1.60 1.60 1.60* 

1.50 

0.9 

1.20 

2005 2006 2007 2008 2009 2010 2011 

Payout ratio (%) 2.3 2.6 2.7 4.6 4.7 4.8 5.7 

> 2005 to 2010: dividend per share relative to average share 

price between two successive dividend payment dates. 

> 2011: dividend per share relative to the average share price 

over a rolling 12-month period to 20 February 2012. 

(*) To be proposed to the Annual General Meeting on 26 April 2012 

bouyGueS Share factSheet 

Listing 

Euronext Paris 

(Compartment A) 

ISIN code 

FR0000120503 

Identification codes 

Bloomberg: EN:FP 

Reuters: BOUY.PA 

Par value 

€1 

Average share price 

in 2011 

€29.08 

(average closing price – 

source: NYSE Euronext)) 

Average daily trading 

volume on Euronext 

1.8 million shares 

(source: NYSE Euronext) 

Market capitalisation 

€7,666 million 

(at 30 December 2011) 

Stock market indices 

CAC 40, FTSE Eurofirst 80, 

Dow Jones Stoxx 600, 

Euronext 100 

Sector classification 

MSCI/S&P indices: 

Construction and Engineering 

FTSE and Dow Jones indices: 

Construction & Materials 

Other information 

Eligible for deferred settlement 

service (SRD) and French 

equity savings plans (PEAs) 

Shareholder contactS 

Shareholder/Investor Contact 

Valérie Agathon 

Investor Relations Director 

> Tel.: +33 (0)1 44 20 10 79 

> E-mail: investors@bouygues.com 

Registered Share Service Contacts 

Philippe Lacourt – Claudine Dessain 

> Tel.: +33 (0)1 44 20 11 07 / 10 73 

> Fax: +33 (0)1 44 20 12 42 

> Toll free: 0 805 120 007 

(from fixed lines in France) 

> E-mail: 

servicetitres.actionnaires@bouygues.com 


Corporate, social and 

environmental responsibility 

The Group serves its customers 

by limiting its environmental impacts 

and taking account of social issues 

In June 2011, Bouygues helped to draw up the 

National Sustainable Development Strategy 2010- 

2013, contributing its experience in corporate 

social responsibility (CSR). Looking forward to 

Rio+20, the Earth Summit organised by the UN in 

June 2012, the Bouygues group has prepared a 

guidance note listing its sustainable development 

achievements and thus helping the French delegation 

to promote the best of French technology. 

Aware that it has to be accountable for its impacts 

on society, the economy and the environment, the 

Bouygues group responds to requests for information 

from analysts and stakeholders and discloses 

the information in its annual Registration Document 

and on its website. 

Attentive to its social 

responsibility and the impact 

of its activities, the Bouygues 

group places sustainable 

development at the heart of 

its strategy. Drawing on the 

ISO 26000 standard and its 

Human Resources Charter, the 

Group has established dialogue 

with stakeholders and made 

practical commitments in the 

social and environmental sphere, 

while rolling out many crossdisciplinary 

internal initiatives. 



BOUYGUES AND CSR 

Values and corporate 

culture 

One of the cornerstones of the Bouygues group is 

its entrepreneurial spirit, firmly anchored in a corporate 

culture which revolves around the three core 

values of respect, trust and fairness. The Group’s 

strategy is driven by these same three values. In 

all its business areas, Bouygues aims to increase 

value added by offering customers increasingly 

innovative services. 

Sustainable development is central to the 

Bouygues group’s strategy and plays a growing 

part in its products and services. The Group’s overriding 

goal remains to serve customers better while 

limiting environmental impacts and taking account 

of social issues in an authentic and measurable 

way. In informing its stakeholders about corporate 

social responsibility and action taken in 2011, 

the Group uses the internationally recognised 

ISO 26000 standard. 

The Bouygues group assumes its impacts and 

makes public commitments. Bouygues signed up 

to the United Nations Global Compact in 2006 and 

is committed to embracing its principles relating to 

human rights, labour standards, the environment 

and anti-corruption. With operations in around 

80 countries, whether on a specific project or for 

the long term, Bouygues does not work in countries 

under a UN embargo. In sometimes complex 

circumstances, operating managers have a duty to 

prevent any infringement of human rights in areas 

relating to their activity. That vigilance must be an 

integral part of their day-to-day work. The Group 

also has a duty to set an example, in particular by 

enforcing high standards in occupational health 

and safety, working conditions and accommodation 

and conducting audits to ensure that 

subcontractors and suppliers do not use forced 

or child labour. 

Vision and ambition 

The Bouygues group, operating in the construction, 

media and telecoms sectors, is a natural constituent 

of the city of the future, where urban planning 

will incorporate environmental conservation and 

where everyone will live together more harmoniously 

in a space that combines leisure and work. 

With such a wide range of business areas, the 

Group faces a twin challenge: to make progress 

on all Group-wide issues, such as energy efficiency 

and responsible purchasing, and develop innovative 

solutions that address the specific challenges 

facing its subsidiaries, such as sustainable construction 

in the construction businesses. In the 

telecoms and media businesses, the focus is on 

promoting diversity in the workplace. 

CSR (corporate social responsibility) is a policy through which the company takes account of the social and environmental impacts of its activities in order to apply the best possible practices. 

In doing so, it helps to improve society and preserve the environment. (Source: Ministry of Ecology, Sustainable Development, Transport and Housing). The ISO 26000 and 50001 standards are 

described on the www.iso.org website – A note on reporting methodology is contained in the Additional information section. 

BOUYGUES • 2011 Registration Document • THE GROUP • Corporate, social and environmental responsibility • 26

1 

The Group 



Construction 

Designing and building structures that incorporate 

all the elements of sustainable development has 

become essential. For Bouygues, far from being a 

drawback, this new vision of the construction business 

in France and around the world is a genuine 

differentiation factor. The effort devoted to research 

and development by Bouygues Construction, 

Bouygues Immobilier and Colas bear witness to the 

Group’s determination to move forward and come 

up with increasingly innovative solutions. 

For Bouygues Construction, sustainable construction 

is a key marketing element for new buildings 

and the renovation of existing stock. Bouygues 

Construction uses its know-how by integrating 

eco-design and energy efficiency into projects 

while also applying the most exacting French and 

international standards and labels. The renovation 

of Challenger, its headquarters, is a flagship 

example of this approach. 

Bouygues Immobilier has acquired acknowledged 

skills in the development of sustainable urban 

development projects and has unique expertise 

in energy efficiency, production and management, 

initially at building level and now at neighbourhood 

level. Bouygues Immobilier has recently passed 

a new milestone with the launch of UrbanEra ® , a 

service package for the development of sustainable 

neighbourhoods. Bouygues Immobilier designs 

buildings at the cutting edge of environmental innovation, 

ahead of regulatory requirements. Its many 

benchmark achievements include Green Office ® 

Meudon, the first large-scale positive-energy office 

building in France, and Fort d’Issy, the first HQE ® 

High Environmental Quality eco-neighbourhood, 

just outside Paris. 

Colas, the world’s leading roadbuilder, has structured 

its responsible development policy around 

three key strategic challenges: renewing and 

enhancing human resources, securing acceptance 

of production sites, and business ethics. 

The company gives its employees first-aid training 

and supports community healthcare initiatives in 

the emerging countries where it operates. A major 

producer and user of construction materials, Colas 

encourages recycling and also takes account of 

biodiversity issues at its quarries. 

Media and Telecoms 

The Group’s media and telecoms subsidiaries are 

also taking action to address the issues specific 

to their particular businesses. They have obtained 

the Afnor Diversity label in recognition of their best 

practice in non-discrimination, equal opportunity 

and the promotion of diversity. 

TF1 shows its commitment to its audience by 

alerting viewers to the major issues of sustainable 

development, and to its employees through its CSR 

policy. A family channel, TF1 provides programmes 

suitable for everyone, reflecting the diversity of its 

audience. It also supports and takes part in community 

initiatives and has pledged to reduce its 

environmental footprint. 

Bouygues Telecom has demonstrated its commitment 

by setting up a system for recycling mobile 

handsets, offering packages that encourage 

customers to keep their existing handset, using 

eco-design in its new stores and implementing 

a proactive energy-efficiency policy. In 2011, 

Bouygues Telecom became the first operator 

to obtain ISO 50001 certification for the energy 

management system at two of its operational sites. 

In the TV control room at TF1 

HQE: High Environmental Quality (see also the Glossary in the Additional information section) 


Governance and dialogue 

with stakeholders 

Governance 

Olivier Bouygues, Deputy CEO of the Bouygues 

group, oversees Group-wide sustainable development 

initiatives. The Group Sustainable 

Development and Quality Safety Environment 

(QSE) Department within the parent company 

coordinates the overall policy and ensures that best 

practices are circulated and shared, especially 

with subsidiaries’ own sustainable development 

departments. 

Dialogue with stakeholders 

Dialogue with stakeholders is conducted at three 

levels: at Group level, in subsidiaries and at local 

level. 

> The Group has introduced a policy of continuous 

improvement with its customary stakeholders. 

It also wishes to engage in dialogue with 

non-contractual stakeholders in order to better 

address their expectations, identify sectorspecific 

social and environmental issues and 

improve their knowledge and understanding of 

the Group’s businesses. 

relationS with StakeholderS 

HUMAN 

RESOURCES 

SPHERE 

PUBLIC 

SPHERE 

SPHERE OF INFLUENCE 

Employers' 

organisations 

Trade 

unions 

PURCHASING 

SPHERE 

Suppliers 

Sub 

contractors 

Temporary 

employment 

agencies 

Industry 

bodies 

SUPPLY CHAIN 

SOCIAL 

SPHERE 

 

 

 

FINANCIAL 

SPHERE 

Shareholders 

and 

investors 

BOUYGUES GROUP 

Construction 

Employees 

Media/Telecoms 

Analysts 

and rating 

agencies 

Banks 

 

 

CUSTOMER 

SPHERE 

Distributors 

 

Consumers 

Private-sector 

customers 

Public-sector 

customers 

MEDIA 

SPHERE 

Insurance 

companies 

Auditors 

SPHERE OF INFLUENCE 

European 

Union 

Regulators 

Citizens 

Education 

and training 

Scientific 

community 

Charitable 

organisations 

and NGOs 

Traditional 

and online 

media 

Communication 

and advertising 

agencies 

> Each subsidiary has entered into dialogue with 

its stakeholders on its own specific issues in 

order to identify areas for improvement in the 

medium term and relevant actions for progress. 

> At local level, mechanisms for grassroots dialogue 

have been introduced around production 

sites and worksites in order to enhance relations 

with local residents and encourage social 

acceptance of the Group’s activities. 


1 

The Group 



ETHICS AND HUMAN 

RIGHTS 

The Bouygues group endeavours to comply with 

the strictest rules for the conduct of its business 

and to ensure that managers and employees 

adhere to shared key values. 

In 2006, Bouygues drew up a Code of Ethics, 

available in 15 languages and circulated to all 

employees. The Code sets out a number of binding 

ethical principles. In Article 2, for example, 

the Group undertakes to comply with the United 

Nations Universal Declaration of Human Rights 

and the Fundamental Conventions of the ILO 

(International Labour Organisation). The Code 

addresses a number of priorities: as well as asserting 

the Group’s values and making them understandable, 

it reminds managers of their particular 

responsibilities and helps employees to respect 

those values, in particular by pointing out that they 

should not confront an ethical dilemma alone. Line 

managers, compliance officers and a whistleblowing 

procedure are there to help employees deal 

with such situations. 

Senior managers are given training in ethics and 

the Bouygues group’s values, dispensed by the 

Bouygues Management Institute. Resources and 

training courses include an international cycle and 

seminars on Respect and Performance, Social and 

Environmental Responsibility and the Development 

of Bouygues Values, the latter attended by some 

600 senior executives since its creation in 2002. 

Continuing this theme, two new seminars have 

recently been introduced, on Responsibility within 

Organisations and Respect and Management. 

Each subsidiary also organises training courses 

tailored to the different levels of management. They 

transmit the Group’s ethical principles and values in 

very practical ways, addressing the specific issues 

and risks associated with the subsidiary’s business. 

The Group pays particular attention to prohibiting 

and preventing anti-competitive practices, unfair 

competition and corruption. Measures to that end 

are contained not only in the Code of Ethics but 

also in the Group’s internal control guidelines. 

Specific actions are taken within each business 

area, designed to supplement Group rules with 

codes of conduct suited to the characteristics of 

each business. In 2011, Bouygues Telecom issued 

a code of practice to address the issues that a 

telecoms operator may encounter. To prevent corruption, 

procedures regulate the use of agents both 

upstream and downstream. Another example is the 

Group’s initiative to formalise existing measures to 

prevent anti-competitive practices by introducing 

compliance programmes that take account of the 

recent directives and guidelines issued by the 

European Commission and the French competition 

authority. 

Generally speaking, the Group’s five business 

areas are expected to take measures to prevent, 

detect and deal with business practices that do 

not comply with the Group’s ethical principles 

and values. 

workforce by job cateGory 

LABOUR RELATIONS AND 

WORKING CONDITIONS 

Sharing the same values 

"We start to build confidence at induction, when 

we implement a step-by-step programme complete 

with mentoring, training and communications. 

These tools quickly help newcomers feel at 

home, ready to share our values." (Group Human 

Resources Charter) 

Human resources policy at Bouygues is based 

on three core principles: respect, trust and fairness. 

Asserted in the Group’s Code of Ethics and Human 

Resources Charter, these values are reaffirmed 

to employees, especially managers, on many 

occasions. The Bouygues Management Institute 

organises regular sessions at which the Group’s 

senior executives can discuss how these corporate 

values can be applied in practice. 

Over 600 new management recruits attended 

Group induction days in 2011, providing an 

opportunity for exchanges on strategies and values 

with senior figures from the business areas and 

Martin Bouygues, the Group’s Chairman and CEO. 

Individual Group companies also have their own 

induction arrangements, organised along the same 

lines and intended for all employees. 

The following section takes each chapter of the 

Human Resources Charter in turn, updating the 

statistics that track progress and identifying highlights 

in 2011. Policies are promoted at Group 

level and implemented within each business area 

according to its characteristics, using the most 

appropriate means to achieve the desired results 

in a given context. 

The examples of best practice cited below illustrate 

the progress made. Further examples are 

given in the Business activities and CSR section 

of this document, ranked in order to demonstrate 

the coherence of the measures taken. Responses 

to the risks identified in business areas are dealt 

with more specifically in this chapter and in the 

Risk factors section. 

Holding company Bouygues Bouygues 

Bouygues 2011 

2010 

Colas 

TF1 

and other Construction Immobilier 

Telecom Total Group Total Group 

France 342 23,091 1,515 38,338 3,818 9,866 76,970 75,658 

Managerial 220 8,555 1,078 5,721 2,957 4,655 23,186 22,241 

Clerical & technical 122 6,186 437 9,787 861 5,211 22,604 21,828 

Site workers - 8,350 - 22,830 - - 31,180 31,589 

International 6 28,927 68 24,548 304 4 53,857 57,798 

Managerial 6 11,493 68 8,077 304 4 19,952 20,360 

Site workers - 17,434 - 16,471 - - 33,905 37,438 

France + International 348 52,018 1,583 62,886 4,122 9,870 130,827 133,456 


Respect 

"Our people are the most precious resource, both 

as individuals and as team players. The human 

element ranks at the top of our scale of values. It 

is imperative to show respect for oneself and for 

others. This fundamental rule applies to everybody 

in the Group, at all levels. Executives and senior 

executives bear a particular responsibility in this 

regard." 

Constructive labour relations 

"Good labour-management relations should lead 

to a good understanding and integration of individual 

and collective aspirations, which is key to 

smooth human relations." 

The Bouygues group has for many years promoted 

a respectful and constructive approach to labour 

relations that pave the way for real progress for the 

benefit of staff. Employee representative bodies 

in the different business areas are supplemented 

by the Group Council in France, with 30 representatives 

from 400 works councils spanning all 

the Group’s activities, and the European Works 

Council, with 24 representatives from 11 countries. 

As privileged forums for meetings between union 

representatives from across the whole spectrum 

and Group executives, they provide an opportunity 

for exchanges about the Group’s business and 

financial prospects and developments relating to 

jobs, HR policy, health and safety. 

The interest of Group staff in the quality of these 

discussions between employees and management 

is reflected in the turnout for workplace elections 

(81% in 2011), which is much higher than the 

nationwide average in France (63.8% in 2006 – 

Source: DARES) and gives their representatives a 

high degree of legitimacy. 

labour relationS 

in Group buSineSSeS 

> RCBT, the subsidiary running 

Bouygues Telecom's stores, 

has concluded an agreement 

introducing new means of 

communication to foster better 

labour relations, including e-flyers 

and an intranet. 

> At Bouygues Construction, when 

Bouygues Bâtiment International 

moves into a new country, it is 

careful beforehand to create a 

favourable climate with local 

labour organisations in order to 

ensure respect for the country's 

traditions. For example, a labour 

relations forum was set up in 

Equatorial Guinea in order to 

forestall industrial disputes and 

establish constructive dialogue. 

See also Business activity and 

CSR section 

collective aGreementS neGotiated 

Number of collective 

agreements negotiated, 

including mandatory annual 

negotiations 

Holding company 

and other 

Bouygues 

Construction 

In France, Group companies have concluded many 

agreements with trade unions on all the issues that 

affect employees’ lives, such as profit-sharing, 

employee share ownership, the organisation of 

working time and disabled workers. In all these 

areas, progress has been driven by constructive 

labour relations based on mutual respect. To give 

just one example, agreements with trade unions 

mean that employees in all business areas benefit 

from a profit-sharing scheme. 

Monitoring health and safety in all 

business areas 

"It is our duty to attend to health and safety, both 

our own and our colleagues’. This is a moral 

obligation for each and everyone at Bouygues, 

irrespective of their position or job grade. 

Safeguarding physical well-being is integral to 

respect, to which we are all entitled. At the same 

time, we are also responsible for giving the alert 

to preserve health and safety when need be." 

Health and safety are a priority for all Group 

employees and have been for many years. It is an 

Bouygues 

Immobilier 

Colas 

TF1 

Bouygues 

Telecom 

important issue for all business areas. Flu vaccination 

and road safety campaigns are carried out in 

Group businesses, but it is on worksites, where 

there is an inherent risk of danger, that the need for 

prevention is crucial. The construction businesses 

are particularly aware of that fact and redouble 

their efforts to promote health and safety, achieving 

much better results than other sector players. 

In order to further improve this record, Colas and 

Bouygues Construction have rolled out ambitious 

training programmes on health and safety issues, 

especially addiction. 

2011 

Total Group 

2010 

Total Group 

2009 

Total Group 

4 84 4 56 20 11 179 200 266 

participation in electionS of employee repreSentativeS (firSt round, principalS) 

Scope: France 


and other 

Bouygues 

Construction 

Bouygues 

Immobilier 

Colas 

TF1 

Bouygues 

Telecom 

2011 

Total Group 

Rate of participation in most recent elections 82% 85% 76% 79% 74% 79% 81% 

DARES: Department of Research and Statistics at the French Employment Ministry 


1 

The Group 



health and Safety in Group buSineSSeS 

> Bouygues Construction aims to be 

exemplary in health and safety. The overall 

safety management system has OHSAS 

18000 certification covering over 80% of 

the activity. 

In its agreements in France, the company 

has recognised the possibility of exposure 

to danger on worksites as being at least 

one contributing factor to the categorisation 

of work as arduous. Ergonomic trials are 

currently being conducted in Normandy 

in order to reduce risk, including limiting 

loads to be carried, automating lifting 

processes and using self-compacting and 

self-levelling concrete. 

To ensure the safety of temporary workers, 

on 9 November 2011 some subsidiaries 

concluded an agreement with three leading 

temporary employment agencies to improve 

safety for their staff employed on worksites, 

including the anti-addiction policy. 

Bouygues Construction aims to extend this 

type of action to all its entities in France. 

The emphasis on accident prevention also 

applies to international markets. A special 

safety training centre for site workers 

has been set up in Hong Kong. Training 

is compulsory before they can start work 

on-site. 

> Colas organises an annual competition 

in France to find the best ways of reducing 

arduous work in its plants and workshops. 

Under the recently introduced Ergomat 

project, an ergonomic assessment of 

certain types of equipment is carried out 

with the manufacturers before purchase. 

Colas has also taken prevention measures 

in mainland France, distributing an antiaddiction 

kit and providing information 

about the risk of exposure to solar UV 

radiation in the form of a leaflet for site 

workers and a Q&A for managers. 

Colas continues to give workplace first-aid 

training to its employees all over the world 

(nearly 19,950 employees have received 

training to date). 

Aware of the health risks of chemicals, 

Colas has long pioneered the replacement 

of undesirable components in the 

manufacture and use of road products. 

The company takes part in research into 

bitumen fumes. In 2011, the International 

Agency for Research on Cancer classified 

occupational exposure during the laying of 

asphalt mix in category 2B, i.e. potentially 

carcinogenic but with no proven link. 

To date, the only proven adverse health 

effect from laying asphalt mix is irritation of 

the respiratory tract and eyes. 

Colas is extending its policy of buying 

pavers* with a fume extraction system to all 

its sites and is continuing to promote lowtemperature 

asphalt mixes to its customers, 

since they eliminate most emissions of 

bitumen fumes. 

(*) Machines that lay asphalt mix 

The right work/personal life balance 

"Finding a good balance between work and 

personal life helps ensure respect for oneself 

and others." 

A good work/personal life balance is the best way 

of ensuring that staff perform effectively, free of 

stress that might sap their motivation. The solutions 

to the problem often vary according to the 

particular requirements of each sector of activity, 

though some are common to all. 

Training is provided in all business areas to raise 

awareness of stress prevention among staff, especially 

line managers and HR managers, including 

how to detect small signals and adopt the appropriate 

managerial attitude. Monitoring systems and 

tracking indicators are in general use. 

Time savings accounts have been introduced in all 

business areas, giving employees some flexibility 

in how they manage their worktime. 

Several Group companies, especially Bouygues 

Telecom, are experimenting with working from 

home (two days a week at most). 

induStrial accidentS 

Scope: global 


and other 

Bouygues 

Construction 

Bouygues 

Immobilier 

Colas 

TF1 

Bouygues 

Telecom 

2011 

Total Group 

2010 

Total Group 

2009 

Total Group 

Industrial accident 

frequency rate a 3.61 5.08 3.55 8.61 3.65 2.19 6.34 6.69 8.30 

Industrial accident 

severity rate b 0.03 0.22 0.04 0.36 0.14 0.07 0.27 0.28 0.307 

(a) Number of accidents involving time off work x 1,000,000 / number of hours worked (b) Number of days off work x 1,000 / number of hours worked 

These indicators are subject to possible correction since they have to be validated by the relevant authorities after publication. 


the work/perSonal life balance in Group buSineSSeS 

> TF1 has introduced specific measures 

relating to the organisation of worktime 

for women returning from maternity or 

adoption leave. In order to encourage 

fathers to take paternity leave, it has been 

decided to keep them on full pay while 

they are away. 

> Bouygues Telecom emphasises 

workplace stress prevention. A total of 

1,940 managerial staff have been given 

awareness training. Medical well-being 

and stress are permanently monitored and 

the results are presented to occupational 

health officials and health and safety 

committees twice a year, together with new 

supplementary indicators on staff turnover, 

absenteeism and visits to the infirmary. 

> Bouygues Immobilier has added a 

whistleblowing procedure for harassment 

to its staff regulations. A stress tracker 

has also been incorporated into the 

in-house survey and has shown, through a 

comparison with other private-sector firms, 

that the company is within the norm. 

> Colas, following on from the agreement 

on stress prevention methods concluded 

in 2009, has set up a partnership project 

with the French National Research and 

Safety Institute (INRS) and the University 

of Nancy II which should lead to the 

conclusion of an agreement in 2012 on the 

prevention of stress and the improvement 

of well-being at work. The partnership 

is intended to support the Colas group's 

prevention policy. It involves drawing 

up an anonymous health questionnaire 

on stress prevention and well-being 

at work and setting up monitoring 

systems in subsidiaries and at national 

level. The project will culminate in a 

study of the aggregate results for each 

socioprofessional category in order to 

identify the populations most at risk. 

The test phase planned for 2012 will 

involve nine entities in three Colas 

group subsidiaries, representing some 

700 employees. 

> Bouygues Construction is addressing the 

work/personal life balance issue through 

a pro-parenting policy. In 2011, with other 

companies, it took part in a discussion and 

survey of how men engage in parenting. 

The results have provided new input to 

enhance action plans for gender equality 

agreements and to ensure that men know 

about existing arrangements such as 

part-time work and parental leave. 

Several Bouygues Construction entities 

offer reserved places in existing networks 

of childcare facilities. The network system 

is best suited to entities with several sites. 

Outside France, the company encourages 

expatriates to take their family with them. 

Where there are problems with children's 

schooling, Bouygues Construction tries to 

find local solutions. In Turkmenistan, for 

example, a school has been created 

(from nursery to secondary level) and now 

has 90 pupils. 

Entities organise events to which 

employees can bring their families so 

that they can find out what construction 

work involves, including workshops for 

children, demonstrations of tools and 

equipment and safety instruction. In Hong 

Kong, the Actitude Funday drew around 

1,800 employees and family members. 

Promoting socially responsible 

behaviour 

"We believe that financial performance must be 

accompanied by socially responsible behaviour. 

We build the notion of solidarity into our strategy. 

In doing so, we account for the local specificities 

of our business activities and the places or countries 

where we work." 

All Bouygues group entities encourage their 

employees to get involved in community initiatives. 

Thousands of them took part in 2011, both 

in France and around the world (see Communities 

and local development below). 

Group companies insist on socially responsible 

behaviour and endeavour to provide their employees 

with better-than-average working conditions in 

every country where they operate. 

part-time work 

Scope: France 

Average number 

of part-time workers 


and other 

Bouygues 

Construction 

Bouygues 

Immobilier 

Colas 

TF1 

Bouygues 

Telecom 

2011 

Total Group 

2010 

Total Group 

2009 

Total Group 

22 502 50 507 355 395 1,830 1,615 1,547 


1 

The Group 



Socially reSponSible behaviour in Group buSineSSeS 

Ensuring ethical conduct in relations 

with others 

"Each employee must be proactive in observing 

the Group’s Code of Ethics." 

The only truly ethical human relations are those that 

are respectful of others. The Bouygues group’s line 

managers and HR managers thus have a responsibility 

to ensure that ethical relations are the rule, 

whether in individual contact, group action or training. 

Their duty in this area also extends to relations 

with suppliers and subcontractors. 

The Group’s Supplier CSR Charter, circulated to 

suppliers, sets out basic requirements relating to 

human resources (see Responsible purchasing). 

Inter alia, it prohibits the use of forced or compulsory 

labour, child labour and discrimination 

on unlawful grounds. It also requires suppliers to 

comply with local laws relating to working hours 

and the minimum wage. 

percentaGe of employeeS covered by a Group Social protection Scheme 

Scope: global 

Percentage of employees 

covered by a Group social 

protection scheme 


and other 

reaSonS for departure 

Scope: France 

> Bouygues Construction can cite two 

examples of particularly significant social 

action. For many years, all Bouygues 

Construction entities have had welfare 

committees that help member employees 

who run into unexpected financial 

difficulties. Assistance takes the form 

of gifts and interest-free loans. The 

committees are funded from members' 

contributions, with a 130% top-up 

contribution from the company. 

Some 400 employees benefit from 

this type of help each year. 

The HR development indicator, 

introduced in 2010, is an evaluation of 

all international subsidiaries from the 

standpoint of HR development, based on 

17 criteria. The audit is carried out by 

the group HR manager, accompanied by 

the local HR manager and CEO. After a 

comparison of the entities, the evaluation 

Bouygues 

Construction 

Bouygues 

Immobilier 

Colas 

TF1 

Bouygues 

Telecom 

2011 2010 

Total Group a Total Group 

100% 100% 100% 100% 100% 100% 100% 82% 

Bouygues 

Construction 

Bouygues 

Immobilier 

reports are used to draw up an action 

plan with the aim of moving onto a higher 

level. The overall aim is to improve HR 

processes and establish a common core 

of employee benefits. 

Bouygues Construction is also taking a 

number of measures to improve levels of 

insurance cover wherever it operates. 

In the event of accidental death, whether 

work-related or not, all local employees 

benefit from cover that will provide their 

heirs or assigns with compensation 

corresponding to twelve months' salary. 

> For a number of years Colas has 

compared the average pay of its plant 

operators in several countries with the 

local statutory minimum wage. To give 

just one example, the average pay in 

Morocco and Madagascar is more than 

double the minimum wage. 

(a) At all its sites, the Bouygues group offers every employee a level of social protection that complies with or exceeds local requirements. 

Colas 

TF1 

Bouygues 

Telecom 

2011 

Total Group 

2010 

Total Group 

2009 

Total Group 

Resignation 41.0% 33.3% 21.4% 20.6% 28.4% 29.1% 25.2% 20.0% 

Dismissal 28.7% 23.7% 36.5% 14.0% 30.0% 31.3% 30.0% 39.3% 

Negotiated termination 7.4% 13.1% 11.8% 16.3% 7.3% 9.9% 11.6% 7.2% 

Other reasons 22.9% 29.9% 30.3% 49.1% 34.3% 29.7% 33.2% 33.5% 

ethical human 

relationS in Group 

buSineSSeS 

> In order to combat illegal 

working, Bouygues Construction 

subsidiaries in France and Europe 

implement very strict procedures 

described in a widely circulated 

handbook. 

Many measures are taken in 

France to combat illegal working, 

including control procedures on 

worksites (systematic control 

of identity documents and work 

permits, a badge system at the 

entry to worksites, training for 

works supervisors and managers, 

etc.). 

Control of access to worksites 

has also been stepped up in 

other countries, including the 

introduction of fingerprint 

scanners before workers can 

enter the site. 

87% of Bouygues Construction's 

sales are generated by operating 

units that systematically include 

the Supplier CSR Charter in their 

contracts. 

Separation, often a difficult time for the person concerned 

and the company, must be addressed with 

fairness and with respect for personal dignity. As 

in all matters where human relations are involved, 

explanations are provided because information is 

the best guarantee of fair treatment. 


Trust 

"We believe in laying the groundwork for success 

with clear, straightforward employee relations." 

Paying attention to the quality of 

relationships 

"Annual performance reviews and salary reviews 

allow each employee to take stock of the previous 

year with their manager, in addition to their 

regular interaction. An annual performance review 

involves making an assessment of the employee’s 

skills, results and ability as a team player. It is 

intended to be a two-way discussion to explain the 

review, set goals for improving performance and 

behaviour as well as discuss career prospects. 

Communications and special events encourage 

interaction between individuals, teams and structures, 

strengthening shared values and keeping 

employees properly informed." 

Good relations between Group employees and 

their managers are one of the keys to effective joint 

action and the well-being of all. They are monitored 

by HR departments, and many initiatives are taken 

to foster them. 

The quality of interpersonal relationships and 

respect for fellow employees are discussed at 

annual performance interviews. 

Most business areas have introduced employee 

perception surveys, the results of which are circulated 

and followed up by action plans. 

Quality of perSonal relationShipS in Group buSineSSeS 

> TF1 has created a training course entitled 

"All Connected" so that newcomers 

can form their own networks within the 

company. Eurosport organises an induction 

day in Paris for staff from its international 

subsidiaries. On 23 June 2011, all the 

employees of the TF1 group were brought 

together for a convention. 

> Colas launched a campaign of 

occupational interviews based on a new 

interview guide. The same document is 

used both in France and in other countries, 

reflecting the company's wish to ensure 

that all its employees benefit from the 

same quality of dialogue. 

Colas has also created an e-newsletter 

to keep its managers informed of the 

company's strategy. As well as 

encouraging managers to share 

knowledge and best practice, the newsletter 

helps to develop future leaders. 

percentaGe of employeeS covered by a SatiSfaction Survey 

Scope: global 

Employees covered by 

a satisfaction survey 


and other 

Bouygues 

Construction 

> The induction programme that Bouygues 

Immobilier offers all its new employees was 

revised in 2011 to incorporate an innovative 

feature: a "Serious Game" Session during 

which new recruits use computer games 

as learning tools to gain experience of the 

business and to build up their network in 

the company. 

In October 2011, over 500 employees 

took part in the second Innovation Forum 

organised at Fort d'Issy in Issy-les- 

Moulineaux, a flagship Bouygues Immobilier 

project in the Paris region. Each team was 

able to present its innovations during the 

event, which also featured short addresses 

by in-house and outside speakers. 

> In 2011, Bouygues Telecom created three 

online knowledge-sharing resources. 

An in-house video magazine is now 

available to all staff. An in-house 

professional social network enables 

Bouygues 

Immobilier 

Colas 

TF1 

employees to create and manage their 

personal profile, join other employees in a 

network and create online communities. A 

portal gives Bouygues Telecom's educators 

and trainers access to shared training and 

information resources and media. 

> Bouygues Construction's corporate 

university actively encourages knowledgesharing 

in several ways: 

• it has set up a wikispace and a resourcesharing 

facility (factsheets, instructional 

films, etc.) on its intranet site; 

• it organises themed meetings and visits; 

• it encourages people to work together 

by organising working groups on crossdisciplinary 

issues. 

Bouygues 

Telecom 

2011 

Total Group 

2010 

Total Group 

- 40% 100% - 94% 83% 51% 39% 

percentaGe of Staff receivinG a formal annual appraiSal 

Scope: France 


and other 

Bouygues 

Construction 

Bouygues 

Immobilier 

Colas 

TF1 

Bouygues 

Telecom 

2011 

Total Group 

2010 

Total Group 

2009 

Total Group 

Managerial 80% 82% 92% 49% 90% 100% 79% 77% 73% 

Clerical & technical 74% 88% 88% 52% 89% 100% 75% 68% 69% 

Site workers - 84% - 24% - - 41% 37% 36% 

Total 78% 84% 91% 35% 89% 100% 63% 58% 57% 


1 

The Group 



Recruiting for the future and 

encouraging internal mobility 

"The aim of the recruitment stage is to find and 

attract the best job applicants by launching 

targeted internal and external communications, 

keeping a high profile in the community (maintaining 

close ties with schools, universities and 

associations), implementing a strong internship 

policy and offering attractive pay. Hiring decisions 

are based on the suitability of candidates 

to fill existing job vacancies as well as their 

career potential and aptitude to share the values 

of our Group. We refrain from all discrimination 

on unlawful grounds." 

recruitment and mobility in Group buSineSSeS 

> At TF1, almost half of all vacancies in 

2011 were filled from within the group. 

> Colas made recruitment a priority in 

2011, targeting recent graduates through a 

communication campaign in the press, on 

social networks and on billboards in urban 

areas. As a result, the 3,000 people hired 

in mainland France included over 

200 recent engineering graduates and 

first-time managers. The initiative will be 

continued in 2012. 

Colas' senior management has carried out 

a specific mobility awareness campaign, 

targeting its 910 managers. 

> Mobility is also a key driver of the human 

resources policy at Bouygues Construction. 

In addition to internal transfers and 

promotions, some 450 employees moved to 

other subsidiaries or business areas in both 

2010 and 2011. 

> Bouygues Immobilier launched a 

word-of-mouth recruitment campaign for 

positions in its core business, such as land 

development managers, technical project 

managers and programme managers 

with at least three years' experience. 

An online recruitment campaign was 

also launched on the website www. 

despersonnalitesengagees.com 

Although the context in 2011 was less favourable 

to employment, the Group maintained a high level 

of recruitment, hiring over 20,000 new people, 

especially in construction businesses. 

The headcount has remained stable over the last 

four years despite the ups and downs of the global 

economy. When activity has declined in entities, a 

particular effort has been made to systematically 

keep people in jobs through internal mobility. 

external recruitment by type of contract (permanent and fixed-term) 

Scope: global 


and other 

Bouygues 

Construction 

Bouygues 

Immobilier 

Colas 

TF1 

Bouygues 

Telecom 

2011 

Total Group 

2010 

Total Group 

2009 

Total Group 

France 53 2,909 393 2,998 677 2,230 9,260 6,559 6,024 

Managerial 31 1,205 254 413 408 460 2,771 1,819 1,619 

Clerical & technical 22 1,003 139 863 269 1,770 4,066 2,855 2,586 

Site workers - 701 - 1,722 - - 2,423 1,885 1,819 

International - 8,785 14 2,713 64 1 11,577 16,482 16,415 

Managerial - 2,352 14 827 64 1 3,258 3,278 3,944 

Site workers - 6,433 - 1,886 - - 8,319 13,204 12,471 

France + International 53 11,694 407 5,711 741 2,231 20,837 23,041 22,439 

temporary/occaSional workerS 

Scope: France 

Number of temporary/ 

occasional workers 

(full-time equivalent) 


and other 

Bouygues 

Construction 

Bouygues 

Immobilier 

Colas 

TF1 

Bouygues 

Telecom 

2011 

Total Group 

2010 

Total Group 

2009 

Total Group 

2 3,218 31 5,737 355 223 9,566 8,757 7,344 

internShipS 

Scope: France 

Number of interns 

taken on in the year 


and other 

Bouygues 

Construction 

Bouygues 

Immobilier 

Colas 

TF1 

Bouygues 

Telecom 

2011 

Total Group 

2010 

Total Group 

2009 

Total Group 

20 2,392 181 1,648 391 499 5,131 5,045 4,770 


headcount by reGion 

Scope: global 


and other 

Bouygues 

Construction 

Bouygues 

Immobilier 

Colas 

TF1 

Bouygues 

Telecom 

2011 

Total Group 

2010 

Total Group 

2009 b 

Total Group 

France a 342 23,091 1,515 38,338 3,818 9,866 76,970 75,658 76,427 

Europe (excl. France) 6 6,683 68 10,046 278 - 17,081 18,906 21,109 

Africa and Middle East - 8,706 - 8,128 8 - 16,842 18,166 16,895 

North America - 449 - 5,090 2 2 5,543 5,051 4,534 

Central/South America - 943 - - - - 943 687 843 

Asia-Pacific - 12,146 - 1,284 16 2 13,448 14,988 14,163 

International 6 28,927 68 24,548 304 4 53,857 57,798 57,544 

France + International 348 52,018 1,583 62,886 4,122 9,870 130,827 133,456 133,971 

(a) Mainland and overseas (b) After the sale of Finagestion in October 2009 (approx. 6,400 employees, mostly in Africa) 

Promoting employee share ownership 

"The Bouygues corporate savings plan encourages 

employees to become shareholders in the 

company, giving them a direct interest in its 

success and offering them attractive terms for 

constituting medium-term savings." 

Through mutual funds, employees are Bouygues’ 

largest shareholder group. 

After the share repurchase tender offer in October 

2011, employees owned 23.3% of the capital at 

31 December 2011, a unique situation among CAC 

40 companies. 

All the corporate savings schemes offered to 

employees include arrangements to cushion the 

effect of stock market fluctuations. 

The average portfolio of the 87,549 members of 

the Bouygues corporate savings plan is €8,619 

on the basis of a share price of €24.345 on 


employee Share ownerShip in Group buSineSSeS 

> Bouygues Construction has developed 

employee share ownership schemes for 

local employees in some countries. 

The schemes in the UK, Switzerland and 

Hong Kong are similar to the French 

corporate savings plan, based on the 

acquisition of Bouygues shares with a 

contribution from the company. 

> Colas has also developed an employee 

share ownership scheme in its Swiss 

subsidiary. 

> TF1 has its own corporate savings plan, 

under which employees owned 6.2% of the 

capital at 31 December 2011. 

employer'S contribution to the corporate SavinGS plan 

Scope: France 

(€ '000) 

Total gross contribution 

to the plan 


and other 

Bouygues 

Construction 

Bouygues 

Immobilier 

Colas 

TF1 

Bouygues 

Telecom 

2011 

Total Group 

2010 

Total Group 

2009 

Total Group 

690 33,721 2,499 22,867 8,352 18,146 86,275 83,615 81,774 

For Bouygues, the employer's contribution to the corporate savings plan is 200% of payments up to €300 a year, 100% between €301 and €1,920 and 50% between €1,921 and €4,200. 

For TF1, the contribution is 200% of payments up to €300 a year and 100% between €301 and €3,450. 


1 

The Group 



Encouraging internal promotion 

"People trust an employer that recognises their 

strengths and promotes career development 

with a strong promotion and internal mobility 

programme. Our recruitment practices seek a 

fine balance between using in-house promotion to 

motivate staff and attracting people from outside 

to contribute new skills and working methods." 

To keep employees motivated, businesses ensure 

that they give priority to internal promotion over 

outside recruitment. 

Each business area has a human resources 

manager responsible for mobility and careers 

committees where career paths and vacancies 

are discussed. 

In addition to the Bouygues Management Institute 

and its international cycle, all business areas offer 

training courses and support for managers in 

partnership with elite universities, often including 

study visits. 

Mechanisms for giving recognition to professional 

skills and achievements, like the Minorange Guild 

and the customer advisors club, also exist for 

particular categories. Francis Bouygues created 

the Minorange Guild in 1963 to recognise achievements 

in construction trades. The Guild and its 

offshoots in other businesses have 2,174 members 

in 25 orders, which enable the senior managers of 

Group entities to reward their best workers and hold 

regular discussions with them about the company 

and its life. 

internal promotion 


> Bouygues Construction regularly 

organises events such as lunches, 

conferences, award ceremonies 

and meetings within all its subsidiaries, 

providing forums for direct 

exchanges between members of 

the Minorange Guild and senior 

management. 

Outside France, guild orders along 

the lines of the Minorange Guild 

have been established at local level. 

In 2010, Bouygues Turkmen officially 

created the Kopet Dag order. 

> Colas has taken specific measures 

in its Moroccan subsidiary 

to identify and support promising 

employees in order to foster and 

promote internal and upward mobility 

for talented local staff. 

> At Bouygues Immobilier, 86% 

of employees who responded to 

the internal 2011 Well-Being and 

Performance survey said they 

were satisfied with their level of 

empowerment. 

percentaGe of the workforce by type of contract 

Scope: global 


and other 

Bouygues 

Construction 

Bouygues 

Immobilier 

Colas 

TF1 

Bouygues 

Telecom 

2011 

Total Group 

2010 

Total Group 

2009 

Total Group 

France 

Permanent contracts 100.0% 96.4% 93.9% 97.6% 92.8% 94.4% 96.5% 96.9% 96.3% 

Temporary contracts a - 3.6% 6.1% 2.4% 7.2% 5.6% 3.5% 3.1% 3.7% 

International 



France + International 



(a) Temporary and occasional workers 

percentaGe of employeeS promoted a 

Scope: France 


and other 

Bouygues 

Construction 

Bouygues 

Immobilier 

Colas 

TF1 

Bouygues 

Telecom 

2011 

Total Group 

2010 

Total Group 

2009 

Total Group 

Managerial 14% 16% 16% 9% 15% 10% 13% 12% 10% 

Clerical & technical 16% 16% 19% 8% 12% 14% 12% 10% 10% 

Site workers - 12% - 4% - - 6% 8% 10% 

Total 15% 14% 17% 6% 14% 12% 10% 10% 10% 

(a) Change of grade 


Fairness 

"All HR decisions in matters of recruitment, promotion, 

training and pay, as well as any internal 

sanctions that are called for, are explained to the 

parties concerned. Providing clear information is 

one way to make sure that all job applicants and 

employees are treated fairly." 

Maintaining a proactive pay policy 

"Our promotion and pay policy is instrumental to 

equal opportunity. This gives each employee the 

incentive to meet individual career development 

targets. Promotion and pay depend on individual 

performance and potential as well as market value 

according to supply and demand. Irrespective of 

market trends, a strong pay policy is one of our 

best guarantees of success." 

The Group's pay policy is a key factor in attracting, 

motivating and keeping staff. Proactive and 

individual, it is based on external elements (rises 

above the inflation rate, attractiveness to potential 

candidates) as well as on the company's financial 

performance. 

Specific budgets are earmarked to increase the 

lowest wages and to equalise pay between men 

and women. 

Wages are supplemented with benefits like profitsharing, 

additional social protection, pension savings 

plans, 13 months' pay, top-up contributions 

and social and cultural activities. In France, works 

councils at the Group's largest subsidiaries organise 

events such as trips and Christmas parties for 

employees' children, as well as subsidising meals 

in company restaurants and providing sports 

facilities for staff. 

Several businesses provide each employee with 

a personalised document summarising all these 

benefits to give them an overview of their total 

compensation. 

averaGe annual Salary by job cateGory in 2011 

Scope: France 

(€ per year) 

Managerial 

(excl. senior executives) 


and other 

Bouygues 

Construction 

Bouygues 

Immobilier* 

Colas 

TF1 

Bouygues 

Telecom 

78,534 56,949 55,478 51,717 53,196 55,393 

Clerical & technical 31,999 30,722 28,348 30,508 36,683 25,659 

Site workers - 25,337 - 23,110 - - 

(*) Excluding sales staff 

pay policieS in Group buSineSSeS 

> Bouygues Construction's pay policy and 

pay scales are significantly higher than 

the contractual minimum and focus in 

particular on enhancing low pay, especially 

for clerical and technical staff and site 

workers, often by setting a minimum 

individual increase. 

> On 27 June 2011, TF1 concluded a new 

profit-sharing agreement for 2011-2013. 

In 2011, the average gross amount of the 

voluntary profit-sharing bonus was €3,260 

per employee (in addition to an average 

gross amount of €1,542 in respect of 

compulsory profit-sharing). 

TF1 awarded average individual increases 

of 2.5% in 2011, with an additional 1% 

for employees earning a gross salary of 

€2,600 a month or less. 

> The average salary increase at Bouygues 

Telecom was 3.83%. 

> On 8 June 2010, Colas and four trade 

unions concluded a three-year profitsharing 

agreement for subsidiaries in 

mainland France. Under the agreement, 

9,417 employees received a profit-sharing 

bonus in 2011 based on results in 2010. 

> In 2011, Bouygues Immobilier focused 

on employees earning less than €1,870 

a month, guaranteeing them a minimum 

increase of 2.1%, on women returning 

from maternity leave, and on employees 

who had changed jobs or line manager 

during the year. In June 2011, Bouygues 

Immobilier concluded a supplement to its 

profit-sharing agreement with the trade 

unions, incorporating a new qualitative 

criterion of "better customer satisfaction" 

as part of its sustainable development 

policy. 

amount of profit-SharinG payoutS a 

Scope: France 

(€ '000) 


and other 

Bouygues 

Construction 

Bouygues 

Immobilier 

Colas 

TF1 

Bouygues 

Telecom 

2011 

Total Group 

2010 

Total Group 

2009 

Total Group 

Voluntary profit-sharing 664 18,649 2,880 3,160 15,653 28,726 69,732 52,087 49,736 

Compulsory profit-sharing 45 24,616 5,632 15,256 7,439 24,119 77,107 77,408 94,346 

Total 709 43,265 8,512 18,416 23,092 52,845 146,839 129,495 144,082 

(a) Paid in 2011 in respect of 2010 


1 

The Group 



Ensuring equal opportunity 

"We are an equal opportunity employer. No 

applicant or employee receives less favourable 

treatment because of gender, ethnic background, 

religion, beliefs, disability, age, sexual orientation 

or nationality. This is a moral obligation as well as 

a corporate priority. Each person must be treated 

like a dignified human being. We owe our success 

to the creativity of our people, enhanced by the 

tremendous diversity existing within the Group. 

We see diversity as a major asset." 

All Bouygues businesses have a diversity officer 

and have continued their many initiatives to encourage 

diversity and equal opportunity in four areas: 

disability, gender equality, integration and age 

management. TF1 and Bouygues Telecom were 

awarded the Diversity label in December 2010 and 

June 2011 respectively. 

Disability 

A structured disability policy is now in place in 

all business areas, including disability officers to 

coordinate actions and training for HR managers 

and managerial staff. Purchases from sheltered 

workshops and inclusion programmes have 

increased very substantially across the board as 

diSabled workerS 

Scope: France 

Number of disabled 

workers (permanent and 

fixed-term contracts) 

Number of disabled 

workers hired (permanent 

and fixed-term contracts) 

Sales with sheltered 

workshops and inclusion 

programmes 


and other 

Bouygues 

Construction 

a result of internal and external awareness-raising 

campaigns, including the professional development 

of disabled workers in Group businesses. 

Specific policies exist to help keep the Group's 

disabled employees in work and their working 

hours are adjusted so that they can meet their obligations 

to fulfil specific administrative formalities. 

Bouygues 

Immobilier 

Colas 

TF1 

. 

Bouygues 

Telecom 

2011 

Total Group 

2010 

Total Group 

2009 

Total Group 

4 793 19 876 71 234 1,997 1,838 1,638 

- 81 8 24 13 38 164 87 148 

€4,156 €1,574,230 €382,000 €904,655 €319,432 €1,368,000 €4,552,473 €4,386,332 €2,877,974 

eQual opportunity in Group buSineSSeS 

> At Bouygues Construction, 400 HR 

managers and other managerial staff have 

been given equal opportunity training by 

Bouygues Construction University over 

the last four years, focusing on fighting 

discrimination and stereotyping. In 2011, 

training was also provided to executive 

committee members in group subsidiaries. 

> Bouygues Telecom rolled out an 

e-learning module on promoting diversity, 

intended for managerial staff. 

> At TF1, 400 managers took part in a oneday 

training course on equal opportunity 

and non-discrimination. 

> Colas provided its 35,000 employees in 

mainland France with a Diversity brochure 

setting out the main thrust of its policy. 

> Bouygues Immobilier launched an 

awareness-raising initiative in November 

2011 in the form of a learning game 

entitled "Diversity and Performance" in 

order to confront employees with their 

preconceptions about the place of women, 

older workers and disabled people in the 

company. The initiative is now part of the 

induction process. 

diSability policy in Group buSineSSeS 

> Outside France, Bouygues Construction 

has been committed for several years 

to integrating disabled workers and 

keeping them in employment. Following 

the decision to implement a fully-fledged 

disability policy, an outside consultancy 

was commissioned to carry out an audit 

with the aim of raising awareness among 

employees and encouraging senior 

management in all countries to support 

disability. 

> Under its disability agreement, Bouygues 

Immobilier assumes the full cost of health 

insurance contributions for its disabled 

workers. A network of disability officers 

has also been created. 

> Colas has concluded an agreement with 

Agefiph, a fund to promote the employment 

of disabled people, under which it is 

committed to taking on 120 disabled 

workers over a two-year period. 

Agefiph: a fund to promote the employment of disabled people 


Gender equality 

Equal treatment of men and women is a goal 

shared by all Group entities. Special budgets 

are earmarked during wage negotiations to help 

equalise pay. 

The proportion of women in the workforce differs 

considerably from one line of business to another. 

The construction industry has always been preponderantly 

male. The challenge for Bouygues 

Construction and Colas is to make themselves 

more attractive to women candidates, and they are 

carrying out communication campaigns in schools 

and universities to do this. 

All Group companies have conducted an audit of 

the proportion of women in managerial positions 

and are taking steps to improve the situation. 

Gender eQuality 

Scope: France 


and other 

Bouygues 

Construction 

Gender eQuality in Group buSineSSeS 

> In order to ensure that men and women 

are paid in the same way for the same 

work, every year Bouygues Immobilier 

examines any discrepancies. Within its 

Programmes activity, the company's 

core business, 0.3% of the payroll was 

earmarked for equalising pay between men 

and women. Women who took maternity or 

adoption leave during the year received an 

average pay rise of 3.6%, 0.3% more than 

the overall average. In order to anticipate 

the effect of women taking maternity or 

adoption leave, Bouygues Immobilier has 

introduced pre- and post-leave interviews 

at which the employee and her line 

manager consider the question of who does 

the work while the employee is away and 

what arrangements need to be made, if any. 

Gender equality is making headway at 

Bouygues Immobilier, where women fill 

36% of managerial positions, compared 

with 32% in the profession as a whole. 

> Bouygues Construction opens all 

positions in the company to women and 

encourages female employees to aim for 

managerial and executive positions. A 

"Women in the Workplace" committee 

Bouygues 

Immobilier 

Colas 

TF1 

Bouygues 

Telecom 

2011 

Total Group 

2010 

Total Group 

2009 

Total Group 

Percentage of women 33.9% 16.7% 48.7% 8.4% 47.9% 47.0% 18.7% 17.9% 18.2% 

Managerial a 31.8% 21.7% 36.6% 12.9% 46.1% 34.3% 26.0% 25.2% 23.8% 

Clerical & technical a 37.7% 31.4% 78.5% 23.3% 54.4% 58.4% 35.9% 35.3% 35.9% 

Site workers a - 0.8% - 0.8% - - 0.8% 0.6% 0.6% 

Women managers b 20.0% 7.8% 26.9% 6.7% 35.5% 19.5% 12.6% 11.2% - 

(a) As a proportion of the total number in the job category concerned (b) As a proportion of employees in supervisory or more senior grades 

has been set up; its members include a 

representative from each entity. An action 

plan has been proposed to entities in order 

to raise awareness of the issue in the 

workforce and encourage people to change 

their mindsets and practices. 

> Bouygues Telecom has introduced a 

"Women in Management" action plan, 

including a mentoring programme, the 

creation of a women's network called 

Bouygt’Elles and awareness-raising 

workshops for managers. 

> At TF1, 0.3% of the payroll was devoted 

to gender equality in the workplace. All 

women starting maternity leave during the 

year received a pay rise of 2.5%. 

> In June 2011, the chairman of Colas 

sent a letter to all managers asking them 

to integrate and promote more women in 

all lines of business and functions. Three 

measures are to be taken: recruiting more 

women, ensuring equal pay and organising 

times of meetings in order to ensure a 

better balance between personal and 

working life. 

Integration 

Integrating people of all social and cultural origins 

and backgrounds into the workforce has been a 

priority in the construction businesses for many 

years. More generally, it is an essential element of 

diversity policies in all business areas. 

inteGration policy 


> TF1 hosted the fourth intake 

of its corporate foundation in 

2011: 12 young people from 

disadvantaged neighbourhoods are 

taken on contract for two years 

and given appropriate training. 

> As in previous years, all 

Bouygues Construction entities 

carried out a large number 

of integration initiatives with 

dozens of partners, including 

Epide (French Defence 

Ministry integration agency), 

subcontractors, temporary 

employment agencies, local 

integration agencies, schools 

and charitable organisations. 

Outside France, the group's UK 

subsidiaries are also involved in 

integration initiatives. 

> In December 2011, Bouygues 

Immobilier concluded a partnership 

agreement to support a Second 

Chance School to the northwest 

of Paris which gives young people 

without qualifications a second 

opportunity to complete their 

education. 


1 

The Group 



Age management 

Older worker agreements have been concluded in 

all business areas, generating initiatives in favour of 

the category. Tutoring helps older workers to pass 

on their know-how, especially under apprenticeship 

and professional training contracts (there are over 

2,000 tutors in the Group). 

aGe manaGement 


> Bouygues Construction's 

Age Management committee 

held wide-ranging discussions 

and produced an action plan in 

December 2011 based on four 

themes: skills management and 

transfer, employability (pay and 

mobility), health and working 

conditions (arduous work and 

health protection), and support into 

retirement (end-of-career activity, 

welfare, retirement management). 

averaGe aGe and Seniority 

Scope: France 


and other 

Bouygues 

Construction 

Bouygues 

Immobilier 

Colas 

TF1 

Bouygues 

Telecom 

2011 

Total Group 

2010 

Total Group 

Average age 39 39 39 40 39 34 39 39 39 

Average seniority 10 10 8 12 10 7 10 11 10 

2009 

Total Group 

workforce by aGe ranGe 

Scope: France 


and other 

Bouygues 

Construction 

Bouygues 

Immobilier 

Colas 

TF1 

Bouygues 

Telecom 

2011 

Total Group 

2010 

Total Group 

< 25 4.7% 8.8% 5.5% 7.6% 4.8% 11.9% 8.4% 8.1% 

25-34 37.1% 32.9% 33.5% 24.9% 33.2% 42.4% 30.4% 30.2% 

35-44 25.7% 26.0% 31.5% 27.9% 34.7% 35.7% 28.7% 29.6% 

45-54 19.6% 23.6% 20.9% 28.1% 21.4% 8.6% 23.6% 23.1% 

55 and over 12.9% 8.6% 8.6% 11.5% 5.9% 1.5% 8.9% 9.0% 


Investing in training 

"Within the Group, each employee benefits from 

the exchange of information and career advice 

to guarantee equal opportunity, open up career 

prospects and build individual potential. Our 

training programmes are designed to strengthen 

professionalism and develop the ability to adjust 

and innovate, thereby ensuring equal opportunity." 

The business areas offer employees a wide range 

of training courses. A proactive policy in this sphere 

is reflected in the proportion of the payroll devoted 

to training, substantially higher than the statutory 

requirement. 

Arrangements are in place, both in France and 

elsewhere, to provide refresher training to employees 

who so wish. 

All business areas also develop partnerships to 

help organisations that provide initial training set 

up courses linked to their activity. 

The Gustave Eiffel apprentice training centre, 

supported by the Group, prepares its students for 

vocational examinations in construction, electrical 

engineering and service trades. Qualifications 

range from the CAP vocational training certificate 

to BTS and degree-level technical diplomas. The 

pass rate for the 192 students who took exams in 

2011 was 82%. In addition, 30% of apprentices 

from the Gustave Eiffel centre work in the Bouygues 

group. 

traininG and career development 


> Bouygues Construction launched a "jefe 

de area" (area manager) training course 

in Cuba in 2010. The module is the fruit 

of cooperation between supervisors and 

teachers at the Construction Ministry's 

training centre at Santa Clara. Each student 

in the course is monitored individually by 

a tutor. 

> RCBT, the Bouygues Telecom stores 

network, is continuing its career and 

professional development programmes at 

its sales school, including a degree-level 

"Sales Outlet Management" course. 

> At Colas, over 50% of training hours are 

devoted to site workers. 

> Each year, over 70% of the workforce 

at Bouygues Immobilier, whose corporate 

university offers around a hundred courses, 

took at least one training course. 

traininG 

Scope: France 

Percentage of payroll 

spent on training 

Average number of 

days' training per 

employee per year 

(a) Estimates 


and other 

Bouygues 

Construction 

Bouygues 

Immobilier 

Colas 

TF1 

Bouygues 

Telecom 

2011 a 

Total Group 

2010 

Total Group 

2009 

Total Group 

2.8% 4.9% 2.2% 4.7% 2.6% 5.8% 4.5% 4.1% 4.59% 

2.24 2.49 2.07 2.41 2.86 4.75 2.77 2.96 2.99 

work/Study traininG contract a 

Scope: France 


and other 

Bouygues 

Construction 

Bouygues 

Immobilier 

Colas 

TF1 

Bouygues 

Telecom 

2011 

Total Group 

2010 

Total Group 

2009 

Total Group 

Number of 

apprenticeship 

2 551 24 634 29 181 1,343 1,421 1,366 

contracts 

Number of professional 

training contracts 

1 166 19 306 67 380 1,109 939 795 

Total 3 717 43 940 96 561 2,452 2,360 2,161 

(a) In the company at 31 December 2011 


1 

The Group 



ENVIRONMENTAL 

POLICY 

Bouygues recognises the environmental impacts 

of its activities and takes steps to limit them, in 

particular by using ISO 14001 certification. The 

Group endeavours to reduce its consumption of 

natural resources and energy, cut waste and CO 2 

emissions, evaluate and limit health and toxicological 

impacts and preserve biodiversity. 

Energy/carbon strategy 

The Group is convinced that climate change and 

dwindling fossil fuel resources will have consequences 

for the entire global economy, such as 

higher costs, tighter regulation and more taxation. 

Determined to act responsibly, Bouygues has identified 

the risks and opportunities connected with 

these issues and has framed an energy/carbon 

strategy as one of the priorities of its CSR policy. 

Bouygues is also a partner and active member 

of The Shift Project, a multidisciplinary network of 

experts and economic players with acknowledged 

energy and climate change skills. A think-tank, it 

puts forward proposals stemming from economic 

and scientific research and summary reports on 

climate and energy issues. 

Guided by a concern for transparency, for the last 

three years the Group has answered the Carbon 

Disclosure Project questionnaire, the main source 

of data on how businesses worldwide are addressing 

the challenge of climate change. The quality 

of the Group's reporting was recognised for the 

first time in 2011: a score of 53/100 means that 

Bouygues can now be assessed on the effectiveness 

of its strategy. 

In order to measure the impacts of its activities and 

implement priority reduction measures, in 2011 the 

Group conducted its first voluntary campaign to 

consolidate greenhouse gas emissions across all 

its business areas. The following were calculated: 

> direct and indirect emissions of energy necessary 

for its activity (Scope 1: fossil energy, fuels; 

Scope 2: electricity); 

> other indirect emissions (Scope 3: business 

travel, materials – steel, concrete, bitumen – and 

service inputs, freight, depreciation of plant and 

equipment and waste processing). Emissions 

from the use of products sold were estimated 

only by some subsidiaries and cannot be consolidated. 

THE GROUP'S CARBON INTENSITY 

Group average: 500 t CO 2 

/em 

320 

Bouygues 

Construction 

In tonnes of CO 2 

equivalent per € million of sales 

170 

Bouygues 

Immobilier 

980 

50 

140 

Colas TF1 Bouygues 

Telecom 

Carbon intensity: ratio of CO 2 

emissions to output (INSEE definition) 

CONSOLIDATED EVALUATION OF THE GROUP'S GREENHOUSE GAS EMISSIONS 

Group total: 16.6 Mt CO 2 

eq. 

In million tonnes of CO 2 

equivalent in 2011 

Energy 

2.0 

Scope 1 

0.4 

Scope 2 

14.2 

Scope 3 

Waste 

Property, plant and equipment 

Business travel 

Freight 

Inputs 

Scope: In accordance with the ISO 14064 standard, scopes correspond to the extent of operations that an organisation uses to calculate its 

greenhouse gas emissions. 

Decarbonising the economy means developing activities while reducing emissions. 

SCOPE 1 

The Bouygues group takes several types of action to reduce its fuel consumption, including raising employees' awareness of 

eco-driving techniques, inspections of plant and equipment, a car-sharing fleet of about 30 electric vehicles and a fleet of about 

500 electric light commercial vehicles. 

SCOPE 2 

Energy management is a major challenge, illustrated by the development by Bouygues Construction subsidiary ETDE of Hypervision ® , 

a building energy management software tool. The Group voluntarily applies the most recent energy efficiency standards. 

SCOPE 3 

The bulk of the Group's CO 2 

emissions are linked to product and service inputs such as concrete, steel, asphalt mix, telephones and 

services. Action is leveraged in-house by innovations that increase efficiency and externally by partnerships with suppliers 

(e.g. Thermedia ® low-carbon concrete developed with Lafarge). 

Energy: emissions linked to the energy consumption of buildings, plant and equipment, etc. (oil, gas, electricity, steam, etc.). 

Inputs: emissions linked to materials, consumables and service inputs in the production of products and services sold (concrete, steel, 

aggregates, mobile phones, audiovisual content, etc.). 

Business travel: emissions linked to all business-related personal transport modes (air, train, car), including travel from home to work. 

Freight: emissions linked to the upstream and downstream logistics chain (e.g. delivery by suppliers of aggregates, concrete, etc.). 

Property, plant and equipment: emissions from the manufacture of infrastructure and capital goods over their lifetime (office buildings, 

plant, servers, etc.). 

Waste: emissions linked to end-of-life waste processing (recycling, landfill disposal, incineration, etc.). 

See note on reporting methodology in the Additional information section at the end of this document for more details. 


Low-carbon solutions 

The energy/carbon strategy does not apply to internal 

processes alone. The Group also endeavours 

to promote low-carbon products and services to 

customers. Such solutions reduce CO 2 

emissions 

and generate overall cost savings over the product 

lifecycle, from production to use. They give a 

competitive edge that differentiates Bouygues from 

its competitors on many projects. 

Low-carbon solutions for buildings concern the 

design and construction of new, positive-energy 

buildings such as Bouygues Immobilier's Green 

Office ® projects, the construction or renovation of 

BBC low-energy structures and housing and the 

introduction of Energy Performance Contracts for 

social housing and private buildings. 

In order to offer low-carbon alternatives, subsidiaries 

have developed specific software to suit their 

requirements: 

> CarbonEco ® : based on the Bilan Carbone 

method developed by Ademe, the French 

environment and energy management agency, 

it compares different scenarios for building 

design, use and performance; 

> Seve ® : launched in July 2010, it is the fruit of 

joint research by companies in the road industry. 

Colas uses the tool regularly to propose ecovariants 

in its tenders; 

> Carbon’Clap ® : this tool helps to reduce the 

environmental footprint of audiovisual productions. 

Renovations to Challenger, 

Bouygues Construction’s headquarters 

Challenger, headquarters of Bouygues Construction, 

undergoing environmental renovation 

Using resources sustainably 

The Group seeks solutions for its activities that use 

less energy and fewer raw materials. 

A Group Eco-design committee was set up in 

2011 to investigate how to use resources more 

sustainably and limit the environmental impacts 

of products. 

The Group is also considering the issue of water 

management, looking at aspects such as developing 

a comprehensive approach to the water cycle, 

limiting consumption, using rainwater and recycling 

waste water. The renovation of Challenger, 

Bouygues Construction's headquarters, is a 

prime example of the approach. The main water 

management challenge is to reduce consumption 

by reusing waste water and rainwater. 

As a major producer and user of construction 

materials, Colas endeavours to recycle waste and 

materials already used in construction or other 

industries. Through its R&D, the company is gaining 

new knowledge of techniques for incorporating 

more recycled materials into asphalt mixes. 

Measures taken by Bouygues Telecom include 

e-billing, the reduction of packaging and ecodesign 

for its stores. 

Preventing pollution 

Bouygues takes all necessary steps to comply 

with prevailing environmental regulations and goes 

further than regulatory requirements in limiting 

the impacts of its activities, especially all forms of 

pollution (waste, discharges into the atmosphere, 

water or soil). 

For example, Bouygues and its subsidiaries 

collect and recycle obsolete computer and electronic 

equipment. ATG Gaia sorts the waste on 

the Group's behalf near the collection points for 

its approved recycling centres, optimising the 

carbon balance as soon as it takes charge of the 

equipment. 20,825 items of equipment were collected 

at the end of their lifetime in 2011. Of the 

233 tonnes of waste recovered, 55% was destroyed 

and 45% reused. 

The media and telecoms businesses are major 

users of electronic products and hence directly 

concerned by the recycling policy. For sold 

products, in January 2010 Bouygues Telecom 

introduced a recycling service for used handsets, 

whatever the operator or brand. 

However, the most important environmental conservation 

and pollution prevention challenges are 

in the construction businesses. 

In 2010, Bouygues Construction launched the 

Ecosite ® scheme to reduce the environmental 

footprint of its worksites, focusing on 11 criteria 

including waste, hazardous products, noise and air 

pollution, the aquatic environment and biodiversity. 

An in-house environmental label, it incorporates 

key elements taken from the most demanding environmental 

standards and regulations. Bouygues 

Construction is also working with the CSTB (French 

building technology research centre) to develop 

Elodie ® , a building lifecycle analysis software 

application that evaluates the overall environmental 

quality of a building and its environmental impacts. 

Only three Colas sites are Seveso sites; one of 

them (the Raffinerie de Dunkerque bitumen plant 

acquired in 2010) is a high-threshold site. The 

corresponding risks are described in the Risk factors 

section of this document. Going beyond mere 


1 

The Group 



compliance, Colas conducts internal audits of its 

production sites in order to make progress on these 

issues. A pioneer in the elimination of undesirable 

chemicals in the manufacture of its products, Colas 

Interview 

Sylvain Couthier, Chairman of ATF Gaia 

What is the nature of 

your partnership with 

Bouygues? 

S.C.: ATF Gaia specialises 

in the management and 

collection of professional 

IT and electronic assets 

at the end of their life 

and has supported 

Bouygues through every 

stage of the process for 

the last two years. The 

partnership, which has 

both environmental and 

financial objectives, has 

its origins in a genuine 

desire on the part of the 

Bouygues group. The Group 

was looking for a partner 

that would fit in with its 

corporate culture and 

values; it found us. 

How does the partnership 

work? What do you get 

out of it? 

It is a balanced 

relationship; we work 

hand in hand. Proposals 

from both sides nourish a 

continuous improvement 

process in order to find 

solutions to the problems 

that arise. The partnership 

has helped our company 

to grow. We adapt our 

services to meet Bouygues' 

requirements, which may 

be those of our future 

customers. We had to 

be innovative in order to 

meet the expectations 

of Bouygues and its 

subsidiaries. 

What are the most 

recent features you have 

developed together? 

We have set up an intranet 

for Bouygues to make it 

easier to track equipment, 

with traceability, data 

removal and reporting 

features. The interface 

tells us how many items 

of equipment have been 

has defined six priority action areas, including the 

elimination or recycling of waste oil, the main form 

of hazardous waste produced by the company. 

67% of waste oil worldwide was recovered in 2011. 

recycled, the buyback cost 

and the carbon savings 

generated. We will extend 

the intranet to our other 

customers. We have also 

developed a website 

on which Bouygues 

employees can buy 

reconditioned computers 

online. It is currently in the 

pilot phase with a limited 

number of users. 

Preserving biodiversity 

Bouygues Construction and its subsidiaries have 

entered into several partnerships with biodiversity 

organisations, including Noé Conservation. Great 

attention is paid to the preservation of ecosystems 

on infrastructure projects (see Bouygues 

Construction, Business activities and CSR). 

Colas has also addressed the issue of biodiversity 

for many years now. Far from being an ecological 

desert, its quarries become niche environments 

inhabited by endangered species which find 

refuge and safety there. Colas is committed to 

fostering and facilitating their presence and living 

conditions on its production sites. 

Environmental 

management of 

Group head offices 

> Bouygues is able to offer 

its customers the best that 

sustainable construction has to 

offer, because it applies ambitious 

environmental standards to its own 

office buildings. 

The renovation of Challenger, 

Bouygues Construction's 

headquarters, is a case in point, 

together with the construction and 

exemplary management of other 

Group head offices. 

Addressing the issues of 

sustainable development, these 

buildings need the involvement of 

staff in order to achieve optimum 

energy performance. Australia, the 

headquarters of ETDE at Montignyle-Bretonneux, 

southwest of Paris, 

and Ere Park, the headquarters of 

Norpac, Bouygues Construction's 

subsidiary in Lille, northern France, 

are among the first corporate 

head offices in France to obtain 

BBC-Effinergie ® low-energy and 

HQE ® High Environmental Quality 

certification. 


IMPROVING PRODUCTS 

AND SERVICES FOR 

THE BENEFIT OF 

CUSTOMERS 

Bouygues group companies have an obligation to 

treat their customers honestly and fairly. They are 

convinced that customer satisfaction is key to the 

Group's long-term future. Each subsidiary gives 

priority to high-quality contact and ensures that 

product and service quality is constantly improved, 

paying attention to health and safety in the use of 

the products it offers. 

Ensuring customer 

satisfaction 

Over 90% of the sales 1 of the construction businesses 

had IS0 9001 certification in 2011. The 

Group applies stringent standards to the structures 

it builds, such as the HQE ® High Environmental 

Quality standard, LEED (Leadership in Energy 

and Environmental Design) and BREEAM 

(Building Research Establishment Environmental 

Assessment Method). 

Subsidiaries also use various means to measure 

customer satisfaction, such as regular surveys 

and databases, and take action on the basis of 

the results. 

Ensuring customer loyalty by listening to what 

they have to say and building close links through 

dialogue are principles applied by all Bouygues 

subsidiaries (see the Business activities and CSR 

section of this document). 

Protecting consumer health 

and safety 

QSE departments in all business areas ensure that 

product and service quality is constantly improved, 

paying attention to health and safety in the use of 

the products offered. 

Subsidiaries also conduct research into the health 

aspects of products. Bouygues Construction and 

Bouygues Immobilier are working on air quality 

inside buildings, while Colas is developing asphalt 

mixes that improve road safety. Bouygues Telecom 

encourages people to use the hands-free kit with 

their mobile phone and actively contributes to 

radiofrequency research. TF1 emphasises child 

protection, both in the programmes it broadcasts 

and on its websites. 

COMMUNITIES AND 

LOCAL DEVELOPMENT 

Local development 

Colas operates on international markets not in 

order to relocate its activities but to seek opportunities 

for growth and to balance country risk. 

By recruiting locally, Colas brings training and 

financial support to local people. In Africa, Colas 

contributes to social development not just through 

its projects but also in the wider community. 

Healthcare initiatives such as medical check-ups, 

dispensaries and AIDS and malaria prevention 

campaigns benefit whole communities as well as 

local employees and their families. 

The subsidiaries of Bouygues Bâtiment 

International, itself a division of Bouygues 

Construction, take part in the economic and social 

life of the countries in which they operate and 

forge close links with local charities and educa- 

tional institutions. Employees in Cuba and Vietnam, 

for example, teach university courses free of 

charge. Partnerships have been concluded 

with several universities in Nigeria. Students 

are given training and a grant and may join the 

company when they have finished their course. 

Internationally, Bouygues Construction is also 

involved in many charitable initiatives for children, 

the very poor and the disabled. Specific partnerships 

have been concluded, including one with 

Care for the reconstruction of housing in Cuba after 

the hurricanes there and another with Emergency 

Architects to enable volunteers from the company 

to leave on humanitarian missions in disasterstricken 

countries, notably Haiti. 

Customers are a central concern for Bouygues 

Telecom. In 2011, the operator came top of the 

TNS Sofres-BearingPoint customer relations league 

table for the mobile and fixed/ISP segments. It 

was the fifth year running that it had achieved the 

accolade in the mobile phone segment. 

Convinced that socially responsible behaviour is a 

precondition for sustainable long-term economic 

performance, Bouygues group companies endeavour 

to forge links between their activities and the 

places where they operate. Local action and the 

use of local resources are the key to involvement 

in local communities. 

(1) excluding the US and Canada for Colas 


1 

The Group 



Sponsorship 

Sponsorship policy is implemented at Group level, 

within business areas and at local level through a 

large number of community initiatives. This very 

dense coverage enables the Group to play its part 

all around the world and to contribute to local life 

wherever it operates. 

At parent company level, Bouygues' sponsorship 

policy focuses on three main areas: medical 

research, education and culture. The company 

helps and supports all kinds of initiatives, smallscale 

or large, giving priority to long-term actions. 

SpendinG on SponSorShip 

(€ '000) 

Francis Bouygues 

Foundation a 

Bouygues SA 

It pays particular attention to projects sponsored 

by Group employees. An Ethics and Sponsorship 

Committee, created in 2001, meets several times 

a year to consider applications and issue opinions. 

In the medical field, Bouygues gives financial support 

to a number of charities. It has been helping 

the Simon de Cyrène charity since 2006. Created 

by a group of parents of disabled adults and 

charity workers, it builds structures where people, 

disabled as a result of an accident, can live in 

independent studios within shared apartments. 

The aim is to help them learn to live with a serious 

disability and to become more independent. 

Bouygues 

Construction 

Bouygues 

Immobilier 

Colas 

The charity receives 5% of the profits from the 

film Intouchables (The Intouchables), released in 

November 2011 and coproduced by TF1. 

In the educational sphere, Bouygues supports 

nine charities and helps students in difficulty. It 

has been engaged in a long-term partnership 

with Sciences Po Paris since 2006, under which 

high-school graduates from the Seine-Saint-Denis 

département are helped into further education. In 

2011, Bouygues gave grants to deserving school 

leavers from Sciences Po's Priority Education 

Contracts programme. 

TF1 

Bouygues 

Telecom 

2011 

Total Group 

Cash donations 875 b 1,580 2,500 1,110 4,130 1,409 790 12,394 

Donations in kind 

(value in € '000) 

- 8 - 18 970 21,066 c 20 22,082 

Total 875 1,588 2,500 1,128 5,100 22,475 810 34,476 

(a) The Francis Bouygues Foundation is funded by an annual grant from Bouygues SA and the companies that head the Group's five business areas. 

(b) Total amount of grants paid by the Francis Bouygues Foundation to grant holders in respect of 2011. 

(c) Value of advertising slots, cost of trailers, special programmes, donations made during game shows and advertising slots donated to campaigns free of charge. 

The Francis Bouygues Foundation, created in 

2005, provides support for motivated school leavers 

facing financial difficulties in higher education. 

Each grant holder is assigned a mentor from within 

the Group. 365 students from seven intakes currently 

receive a grant. 

In the cultural sphere, Bouygues is a friend of 

the Paris Opera, the Orchestre de Paris and the 

Théâtre des Champs-Élysées. 

Each of the Group's five business areas also carries 

out its own sponsorship initiatives through their 

own corporate foundations. Several subsidiaries 

have made arrangements so that employees can 

take part in community actions during their worktime 

(see the Business activities and CSR section). 

financial contributionS to SponSorShip initiativeS 

Francis 

Bouygues 

Foundation 

Bouygues 

Construction a 

Bouygues 

Immobilier 

Colas 

TF1 

Bouygues 

Telecom 

Long-term initiatives 100% 75% 58% 18% 7% 83% 

Occasional initiatives 0% 25% 42% 82% 93% 17% 

(a) This breakdown applies only to the budget of the Terre Plurielle corporate foundation, which accounts for 12% of Bouygues Construction's spending 

on sponsorship. 


GROUP-WIDE CSR 

ACTIONS 

Shared and Group-wide initiatives create value 

for the company. On the basis of that conviction, 

the Bouygues group has developed a number of 

projects and resources to enhance interaction 

between subsidiaries and functions. 

Innovation 

The Group's innovation policy is based on the 

development of new environment-friendly products 

and materials, processes and services. Bouygues 

can draw on cutting-edge research establishments 

in its subsidiaries, backed up by the e-lab, a 

specialist R&D think-tank within Bouygues SA, the 

parent company. The e-lab's engineers develop 

innovations for the entire Group, often with a sustainable 

development slant. 

The e-lab operates in the new technology sector, 

focusing on the design of innovative products 

and services. Energy and energy-saving are one 

sphere of action. The R&D team has worked with 

Bouygues Telecom on consumption meters for 

base stations (radio masts) in order to reduce 

their power consumption. The e-lab defined the 

reSearch and development (r&d) 

metering equipment, installed it and carried out 

some of the analysis. With Bouygues Bâtiment Ilede-France, 

it recently developed Energy-Pass ® , a 

cost-control tool for new buildings. In social housing, 

the Energy-Pass ® scheme involves installing 

a control panel in each apartment that measures 

and tracks heating, hot water and electricity consumption. 

The innovative project has been given 

financial support by Ademe, the French environment 

and energy management agency. 

Decision support is another sphere of action. The 

e-lab offers to help business areas make complex 

processes more efficient and to adjust the pricing 

of offers to the market. It also coordinates the 

Group's Innovation function, bringing together over 

400 employees from the Group's business areas in 

thematic committees and for information seminars. 

(€ '000) 

Bouygues SA 

and other 

B/CW Property Roads Media Telecoms 

Cost of R&D 2011 1 15 2 69 7 20 

Cost of R&D 2010 2 15 2 69 6 16 

It was with a similar aim in mind that in 2011 Alstom 

and Bouygues, through Bouygues Immobilier and 

ETDE, created Embix, a company that provides 

energy management services for eco-neighbourhoods. 

After a preliminary diagnosis, Embix offers 

a wide range of high value-added services, ranging 

from an audit of the eco-neighbourhood according 

to the most recent environmental and regulatory 

requirements to optimisation of energy performance 

through information systems using the latest 

smartgrid technologies. 

In 2010, Bouygues Construction helped to create 

a research and teaching chair in sustainable 

construction and innovation in partnership with 

interview 

Alain Pouyat, Executive Vice-President, 

Information Systems and New Technologies 

of the Bouygues group 

Where does the Group 

now stand in relation 

to innovation and new 

technologies? 

A.P.: Digital technologies 

have considerably 

enhanced innovation 

in the Group. They are 

everywhere these days, 

to the point where people 

now talk about "digital 

life". Increasingly to be 

found in all areas of daily 

life, these technologies 

offer the Group 

opportunities for growth 

and diversification. Take 

the example of cloud 

computing, the storage 

of information and 

services online. Bouygues 

Telecom now offers its 

customers cloud services 

and hosts BYpedia, our 

collaborative platform. 

Several Group companies, 

notably Brézillon, ETDE 

and Bouygues Telecom, 

have developed real 

know-how in data centre 

design, construction and 

operation. 

What is meant by 

"energy management" 

at Bouygues? 

Energy is central to our 

concerns. The Group 

innovates by designing 

products and services 

École des Ponts Paris Tech, École Centrale Paris, 

Supélec and CSTB (see the Business activities 

and CSR, Bouygues Construction section, entitled 

Bouygues Construction forges strong partnerships). 

that help to save, produce 

and manage energy 

better. The Energy-Pass ® , 

smartgrids, intermodal 

transport and using the 

Bbox router for energy 

management are just 

some of the initiatives 

that the Group is taking, 

using digital technologies 

to make our lives less 

carbon-intensive. 

(1) See Glossary in the Additional information section 

CSTB: French building technology research centre 


1 

The Group 



Sustainable development 

The Bouygues group's Sustainable Development & 

QSE Department heads a number of Group-wide 

committees in addition to overseeing traditional 

functions. The role of the committees is to inculcate 

the principles of sustainable development more 

effectively through shared resources, best practice 

and specific events, and to coordinate initiatives 

on specific cross-disciplinary issues. 

The Group has devised and implemented a reporting 

system that gives account of its performance to 

stakeholders. The system covers all components 

of the Group's management, whether financial, 

business, HR-related, social or environmental. 

The Bouygues group uses a shared non-financial 

reporting software tool to gather and consolidate 

CSR performance indicators. 

Green IT 

Green IT aims to reduce the environmental footprint 

of information and communication technologies 

(ICTs). It offers a way of taking the energy requirements 

and energy costs of ICT equipment into 

consideration, including both the equipment itself 

and how it is used. 

In 2011, the Green IT committee drew up a white 

paper setting out measurement and performance 

indicators common to all subsidiaries. They cover 

the following areas: workstation energy management, 

data centre consumption, printing, hardware 

recycling, video-conferencing and working from 

home. Indicators of financial cost and CO 2 

emissions 

are defined, measured and consolidated in 

order to provide the basis for actions plans in 2012. 

Group-wide committees 

with one member 

from each subsidiary 

(year of creation) 


(2006) 

QSE 

(2007) 

Responsible purchasing 

(2007) 

Non-financial reporting 

(2007) 

Energy/carbon strategy 

(2007) 

BYpedia 

(2009) 

HR reporting 

(2010) 

Electric vehicles 

(2010) 

Green IT 

(2011) 

Eco-design 

(2011) 

Diversity 

& equal opportunity 

(2011) 

Responsible communication 

(2011) 

Main achievements in 2011 

> Coordination of common policies 

> Monitoring of sustainable development issues 

> Launch of the Eco-design committee 

> Coordination of the continuous improvement policy 

> Tracking of regulatory developments affecting business areas 

and performance indicators 

> Awareness-raising and training throughout the QSE function 

> Greater use of sheltered workshops and inclusion programmes 

> Construction of a matrix to assess the maturity of the responsible 

purchasing policy 

> Preparation of a self-assessment questionnaire for small businesses 

(taken up by CGPME, the French small business confederation) 

> Formalisation of the first reporting guide for the Group and subsidiaries 

> Introduction of annual thematic reviews of non-financial indicators 

> Measurement of each subsidiary's carbon footprint 

> Consolidation at Group level 

> Response to the Carbon Disclosure Project questionnaire 

(score of 53/100 in 2011 compared with 33/100 in 2010) 

> Roll-out of a Web 2.0 collaborative extranet site for all Group employees 

> Change management 

> Definition of reporting priorities 

> Map of indicators capable of illustrating them 

> Data collection review 

> Tracking of the tender procedure (UGAP procurement procedure) 

> Roll-out of car-sharing fleet of electric vehicles for employees 

> White paper on Green IT indicators 

> Data collection and consolidation for indicators 

> Discussion of eco-design-related issues 

> Sharing of best practice 

> Definition of relevant indicators and recommendations at Group level 

> Provision of a toolkit 

> Coordination of feedback sessions 

> Pooling of contributions to charities 

2012 objectives 

> Implement a water policy 

> Strengthen the sustainable products and services 

policy 

> Launch a QSE and Excellence training programme 

for newcomers 

> Continue to share Group best practice (collaborative 

site, talks, Lean Six Sigma) 

> Continue to carry out supplier CSR assessments 

> Hold a convention for Group buyers 

> Make data collection more reliable 

> Identify more operationally relevant indicators 

following thematic reviews 

> Prepare an indicator audit 

> Prepare formal plans to reduce CO 2 

emissions 

> Draw up sales arguments for low-carbon products 

> Extend the site and add new social network functions 

> Make data collection more reliable 

> Identify new social reporting priorities where relevant 

> Roll out electric light commercial vehicles 

> Consider combined vehicle/building offers 

> Complete ongoing action plans in the light 

of measurements taken 

> Organise training 

> Make environmental product labelling more 

transparent 

> Promote the place of women within the Group 

> Creation of three working groups: IS0 26000, events, printing > Continue to make progress on the issues covered 

by the working groups 

> Raise awareness of the issues among communicators 

and give them training 

CGPME: French small business confederation - QSE: Quality Safety Environment - CSR: Corporate Social Responsibility - UGAP: Union of public procurement consortia 


Sharing knowledge 

with BYpedia 

The Group launched BYpedia, a collaborative 

extranet site, in 2009. It enables employees from all 

functions (sustainable development, QSE, HR, etc.) 

to discuss the problems they encounter, enhance 

the collective knowledge base, pool know-how and 

strengthen expert networks. Developed in-house, 

BYpedia works on the Web 2.0 principle (wikis, 

forums, self-regulation). In 2011, it had 8,500 

registered users, over 500 outside contributors, 

about 350 articles and 350 online working groups. 


Group purchasing departments are key players in 

the CSR policy. A Responsible Purchasing committee 

promotes the application of sustainable 

development principles at all stages of the process: 

upstream when suppliers are selected, with the 

help of risk maps and analysis and the application 

of CSR criteria for products and services; when 

contractual relations are established, through the 

inclusion of the Supplier CSR Charter, drawn up in 

2009; and when the contract is executed, through 

supplier CSR performance assessments and 

occasional audits. 

CGPME : French small business confederation 

Assessments are conducted using the EcoVadis 

scorecard. Over 500 suppliers have already been 

assessed. Bouygues has simplified the scorecard 

and made it available to CGPME, the French 

small business confederation, for use in small 

businesses. As part of the policy of strengthening 

links between large firms and small businesses, 

Bouygues Construction, TF1 and Bouygues 

Telecom have signed a charter for major accounts 

and SMEs under which they undertake to seek 

progress in their relations with small businesses. 

Bouygues also provides training to its buyers in 

order to raise their awareness of responsible purchasing 

and encourages subsidiaries to make use 

of sheltered workshops and inclusion programmes. 

interview 

Jean-François Roubaud, chairman of CGPME 

What is the state of 

relations between 

CGPME and large 

industrial firms? 

J.-F.R.: Buyers and 

subcontractors 

may not share the 

same interests 

and their relations 

may be complex, 

but those relations 

have to improve. 

Large firms need 


with which they 

can forge a lasting 

relationship based 

on trust. There is a 

real desire now to 

establish a win-win 

relationship. 

The Bouygues 

group has 

developed a 

scorecard inspired 

by EcoVadis. What 

do small businesses 

make of it? 

The Bouygues 

scorecard, inspired 

by the EcoVadis 

model, makes it 

easier for small 

businesses because 

it takes account 

of the fact that 

they have limited 

resources to devote 

to such matters. It 

has been simplified, 

and it enables 

firms to track their 

subcontractors and 

subcontractors to 

assess themselves: 

progress is 

achieved together. 

The CGPME's 

Environment 

and Sustainable 

Development 

Committee has 

circulated the 

Bouygues scorecard 

to all its members 

and it has been well 

received. 

Several Group 

subsidiaries have 

signed the charter 

for major accounts 

and SMEs. What 

commitments does 

that imply? 

It's not as if there 

are large firms 

on one side and 

small businesses 

on the other. We 

are both involved 

in carrying out a 

project. 

Signing the 

major accounts 

– SME charter is 

consistent with 

that view and 

demonstrates 

Bouygues' desire to 

apply the principles 

it contains and 

move forward in its 

relations with its 

subcontractors. 

reSponSible purchaSinG 

Bouygues Construction Bouygues Immobilier a Colas b TF1 Bouygues Telecom 

2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 

Scope (percentage of purchases covered 

by the responsible purchasing policy) 

50% 50% 5% 29% 16% 20% 38% 43% 92% 93% 

Percentage of those purchases with 

assessed suppliers (EcoVadis and small 14% 24% 100% (c) 40% (c) 18% 49% 21% 21% 43% 65% 

business questionnaires) 

Equivalent in number of suppliers 149 247 39 d 67 d 20 54 89 148 114 169 

Percentage of buyers having received 

training in responsible purchasing 

at end-2011 (identical scope) 

- 48% - 50% - 100% - 100% - 62% 

(a) Residential property France, excl. subsidiaries (73% of sales) (b) Mainland France (57% of sales) (c) Including assessments based on specific small business questionnaires (d) Aggregate of tier-one and tier-two suppliers. In its 

role as a specifier, Bouygues Immobilier systematically implements a responsible purchasing policy for approved tier-two suppliers, i.e. 48 approved suppliers in 2011. 


1 

The Group 



QSE (Quality Safety 

Environment) 

The Bouygues group uses ISO standards to 

benchmark its managerial performance in relation 

to quality (ISO 9001), safety (OHSAS 18001 

or ILO) and the environment (ISO 14001). The 

QSE function, with over 1,000 employees, has 

an organisational role in controlling operating risk 

(employee health and safety is a priority), helps 

to improve satisfaction among stakeholders and 

guarantees the effectiveness of the company's 

management systems. 

The Group's QSE department provides training 

modules like the QSE and Excellence awarenessraising 

programme for newcomers and organises 

web conferences on issues in specific business 

areas. In 2011, one such conference presented the 

Lean Six Sigma approach introduced by Bouygues 

Telecom and now being rolled out in other subsidiaries. 

Lean Six Sigma is a management method 

that seeks to improve the effectiveness and quality 

of business processes with the aim of guaranteeing 

constant product and service quality in order 

to increase customer satisfaction while eliminating 

tasks that add no value. 

The Group also organises Abby seminars based on 

a self-assessment software application developed 

in-house. It is used by subsidiaries' executive committees 

to assess their management practices and 

situate themselves in relation to best practice as 

defined by the EFQM (European Foundation for 

Quality Management) model and ISO 26000. The 

results then help them to decide what strategic 

action to take as a priority. 50 Abby seminars have 

been held since 2007. 

Outlook 

Olivier Bouygues, Deputy CEO of the Bouygues 

group, in charge of sustainable development 

What conclusions can 

you draw from the past 

year as far as sustainable 

development is concerned? 

We have continued our 

efforts to transform the 

changes taking place in 

subsidiaries into business 

opportunities. In order to 

do so, we have stepped up 

our investment in R&D and 

innovation. 

In 2011, as the first 

occupants were moving 

into Green Office ® 

Meudon, the first largescale 

positive-energy 

building in France, we 

were developing tools 

for managing energy 

performance in new 

buildings and renovation 

projects. Furthermore, 

Bouygues Telecom became 

Europe's first phone 

operator to obtain ISO 

50001 certification for 

the energy management 

system at two of its sites. 

Bouygues also conducted 

its first voluntary campaign 

to consolidate greenhouse 

gas emissions across 

all its business areas. 

The consolidated carbon 

footprint on which the 

Group has worked is 

published in this document. 

What is the outlook for the 

Group? 

Our objectives in 2012 

are to roll out a formal 

eco-design policy and 

continue implementing 

plans to reduce energy 

consumption and CO 2 

emissions, both in our 

internal processes and in 

our products and services. 

Given the complex nature 

of the issues and their 

interdependence, we are 

putting the emphasis on 

the quest for innovative 

solutions, drawing on 

our wealth of experience, 

and stepping up crossdisciplinary 

exchanges 

within the Group. The 

Group is also attentive to 

its social impacts. 

We would like other 

subsidiaries as well as TF1 

and Bouygues Telecom to 

obtain the Afnor Diversity 

label, giving practical 

recognition to their 

commitment to diversity. 

We also believe that it 

is important to continue 

training our managers and 

raising their awareness 

of how to put CSR into 

practice on the ground. 

We will be offering them 

a new training module 

for that purpose. 2012 is 

also the year of the Earth 

Summit in Rio, to which 

Bouygues will make a 

contribution by presenting 

cutting-edge solutions 

relating in particular to 

the development of econeighbourhoods. 


Business 

activities and CSR 

BOUYGUES • 2011 Registration Document • BUSINESS ACTIVITIES AND CSR • 52

2 

Business activities 

and CSR 

Contents 

Bouygues Construction, 

full-service contractor 54 

Main indicators and outlook 55 

Bouygues Construction profile 56 


Environment-friendly construction 59 

People, the company's greatest resource 61 

Listening to stakeholders 62 

CSR information 

• Challenges and key indicators 65 

• Extra-financial indicators 67 

Bouygues Immobilier, 

France's leading property developer 70 


Bouygues Immobilier profile 72 

Residential property: Bouygues Immobilier wins new market share 74 

Commercial property: green property comes into its own 75 

International development 76 

Corporate Social Responsibility 77 




Colas, the world's leading roadbuilder 84 


Colas profile 86 

Business activity and sustainable development in 2011 87 




TF1, the leading private 

television group in France 100 


TF1 profile 102 

TF1 reinforces its leadership in 2011 103 

CSR policy 105 




Bouygues Telecom, mobile, fixes, 

TV and internet services 112 


Bouygues Telecom profile 114 

Regulatory environment and financial performance in 2011 115 

Business activities 116 

Upholding customer service 117 

Sustainable development 118 

Supporting our people 120 

Reducing our environmental footprint 121 





Alstom: 

at the heart of sustainable development 130 

Innovation. The Group's employees create and innovate for the benefit of customers. 

Their mindset is more powerful than the company's technical and economic strength alone. 

In the tunnel of Line 3, Stadium station, of the Cairo metro in Egypt. 


Full-service 

contractor 

Operating in almost 80 countries worldwide, Bouygues Construction is a global player in 

the building, civil works, energy and services markets. It has recognised know-how at all 

stages of a project, from financing and design to construction, operation and maintenance. 

Its 52,000-plus employees develop and implement effective and innovative solutions that 

enhance quality of life and preserve the environment. 

Key figures 

2011 sales 

€9,802m 

(+6%) 

Current operating margin 

3.6% 

(+0.2 points) 

net profit att. to the group 

€226m 

(+12%) 

order book 

€15.3bn 

(+8%) 

employees 

52,018 

TargeT 

2012 sales 

€10,000m (+2%) 

HigHligHTs 

Major contracts concluded: 

> New French Defence Ministry complex 

in Paris (€1.1bn). 

> Public lighting in Paris (€117m). 

> Blossom Residences in Singapore 

(€93m). 

Projects under construction: 

> Port of Miami tunnel (United States). 

> The new hospital of Orléans (NHO). 

Completed projects: 

> Tour First in Paris. 

> Olkiluoto EPR nuclear power plant 

(Finland). 

Sustainable construction: 

> 55% of building orders covered by an 

environmental certification or labelling 

scheme (53% in 2010). 

BOUYGUES • 2011 Registration Document • BUSINESS ACTIVITIES AND CSR • Bouygues SA Construction • 54 • 54 

The future French Defence Ministry 

in the 15th arrondissement of Paris

International 

France 

9.2 

4.1 

5.1 

SALES 

€ billion 

2010 2011 2012 

(target) 

NET PROFIT* 

€ million 

201 

2010 

9.8 

4.5 

5.3 

226 

2011 

ORDER BOOK 

€ billion 

10.0 

(*) Attributable to the Group 

More than 5 years 

2 to 5 years 

Less than one year 

14.2 

1.8 

5.3 

7.1 

2010 

15.3 

2.4 

5.1 

7.8 

2011 

Americas 

5% 

Asia 

Middle East 

17% 

CURRENT OPERATING 

PROFIT (€ million) 

Current operating margin as % 

315 

2010 

NET CASH 

€ billion 

ORDER BOOK 

BY REGION 

Africa 

6% 

353 

3.4% 3.6% 

2010 

2011 

2.9 2.9 

2011 

Europe 

(excl. France) 

21% 

France 

51% 

Condensed income statement 

2 

Condensed balance sheet at 31 December Outlook for 2012 

(e million) 2010 2011 

ASSETS 

• Property, plant and equipment 

and intangible assets 662 763 

• Goodwill 417 457 

• Non-current financial assets and taxes 413 479 

NON-CURRENT ASSETS 1,492 1,699 

• Current assets 3,528 3,722 

• Cash and cash equivalents 3,387 3,550 

• Financial instruments* - - 

CURRENT ASSETS 6,915 7,272 

TOTAL ASSETS 8,407 8,971 

LIABILITIES AND SHAREHOLDERS' EQUITY 

• Shareholders' equity attributable to the Group 741 764 

• Minority interests 14 15 

SHAREHOLDERS' EQUITY 755 779 

• Non-current debt 381 476 

• Non-current provisions 782 797 

• Other non-current liabilities 35 36 

NON-CURRENT LIABILITIES 1,198 1,309 

• Current debt 4 6 

• Current liabilities 6,304 6,678 

• Overdrafts and short-term bank borrowings 146 196 

• Financial instruments* - 3 

CURRENT LIABILITIES 6,454 6,883 

TOTAL LIABILITIES AND 

SHAREHOLDERS' EQUITY 8,407 8,971 

Net surplus cash 2,856 2,869 

(*) Fair value hedges of financial liabilities 

(e million) 2010 2011 

SALES 9,235 9,802 

• Net depreciation and amortisation expense (155) (171) 

• Net charges to provisions 

and impairment losses (306) (197) 

• Other income and expenses (8,459) (9,081) 

CURRENT OPERATING PROFIT 315 353 

• Other operating income and expenses - - 

OPERATING PROFIT 315 353 

• Income from net surplus cash 23 19 

• Other financial income and expenses 8 10 

• Income tax expense (133) (140) 

• Share of profits and losses of associates (10) (13) 

NET PROFIT 203 229 

• Minority interests (2) (3) 

CONSOLIDATED NET PROFIT 

(attributable to the Group) 201 226 


and CSR 

Bouygues SA Construction 

In a tough economic climate since 2009, 

Bouygues Construction has set its sales 

target for 2012 at €10 billion, 2% higher 

than in 2011. 

Bouygues Construction enjoys good visibility, 

backed up by: 

è orders at 31 December 2011 to be 

executed in 2012 worth €7.8 billion, 

covering 78% of forecast sales; 

è sustained international activity outside 

Europe, especially in places less affected 

by the economic crisis, such as Hong 

Kong, Singapore and Qatar, etc.; 

è a long-term order book (more than 

five years) worth €2.4 billion at 

31 December 2011; 

è a sound financial structure, with a net 

surplus cash of €2.9 billion; 

è an expanding range of sustainable 

construction products and services, 

with strong energy and environmental 

performance commitments. 

Tight control over the execution of major 

projects, a selective approach to orders 

in the face of competitive pressure and 

obtaining financing for future projects will 

continue to be central priorities for Bouygues 

Construction in 2012. 

The signing of the Paris law courts 

complex contract and the fact that 

a Bouygues-led consortium was 

named preferred bidder for the 

Nimes-Montpellier high-speed 

rail link bypass mean that 2012 

has got off to a good start. 

Joël Rinnaert, 

head foreman-mason, 

member of the Order of the Trident (Norpac) 


Energy and services 

Bouygues Construction’s energy and services 

businesses enable the company to design comprehensive 

solutions and to generate recurring 

long-term revenue. Bouygues Construction is 

also strengthening its positions in high-technology 

segments such as optical fibre and data centres. 

Le Moniteur in December 2011, Vinci, through its 

Contracting division, and Bouygues, through its 

construction businesses Bouygues Construction, 

Bouygues Immobilier and Colas, are the two largest 

players on the European construction market 

ahead of Hochtief (Germany), ACS (Spain) and 

Eiffage (France). 

BOUYGUES 

CONSTRUCTION 

PROFILE 

Strengths 

Bouygues Construction has many strengths to 

draw on: 

> its people are acknowledged for their know-how 

and high-level technical skills, 

> its strong international presence in almost 

80 countries enables the company to mobilise 

rapidly on the most dynamic markets, 

> its robust financial situation and good performance 

give it the means to take maximum 

advantage of new opportunities, 

> its policy of controlling operating and 

financial risks ensures that projects can be 

completed successfully and enables the company 

to adapt responsively to changing market 

conditions, 

> its research and development policy and 

innovative mindset bring the company 

solutions that offer a relevant response to 

changing customer demand, 

> its sustainable development policy enables 

the company to address the social and environmental 

challenges of its activities and to create 

opportunities for growth. 

Growth strategy 

Bouygues Construction increasingly operates 

within the framework of end-to-end contracts, 

public-private partnerships and concessions, both 

in its building and civil works activities and in its 

energy and services business. Its strategic growth 

priorities are complementary. 

International 

High-voltage electrification work in Congo 

Bouygues Construction operates on international 

markets on a long-term basis through local subsidiaries 

or on one-off major projects. The two 

approaches are complementary and give the 

company the necessary flexibility to mobilise its 

resources quickly on high-potential markets. 

High value-added projects 

Over the last 20 years, Bouygues Construction has 

developed high-level expertise in Public-Private 

Partnerships and concessions, completing over a 

hundred projects in France and around the world. 

In the property development segment, it can draw 

on a network of specialist firms in France and other 

European countries and on specific investment 

funds, especially for BBC low-energy and HQE ® 

High Environmental Quality buildings. 

Sustainable construction 

Sustainable construction is how Bouygues 

Construction puts its sustainable development 

policy into practice. Through eco-design, the company 

can offer solutions that deliver effective environmental 

and economic performance throughout 

a building’s lifetime. The approach is gradually 

being extended to neighbourhood and city level. 

From design to operation, Bouygues Construction 

companies enter into contractual commitments 

to meet performance targets set jointly with their 

customers and partners. 

Competitive positioning 

Given the organisational structure of its direct competitors, 

it is difficult to make like-for-like comparisons 

between them and Bouygues Construction. 

Based on the ranking published by trade magazine 

2011 KEY FIGURES 

Bouygues Construction turned in a very good 

performance in 2011 despite a still-uncertain 

economic environment. 

Excellent commercial 

activity, a robust operating 

margin and a sound 

financial structure 

An excellent order intake: €10,946m 

Bouygues Construction took orders worth €10,946 

million in 2011, a historically high level close to the 

record of €11,081 million achieved in 2007. Orders 

in France amounted to €6,838 million, a substantial 

28% increase on 2010, boosted by the conclusion 

of major PPP contracts such as the future French 

Defence Ministry complex and the Paris Zoological 

Park. On international markets, after an exceptional 

year in 2010 marked by the conclusion of five 

contracts worth more than €300 million each, the 

order intake fell 26% to €4,108 million, though business 

remained buoyant in countries less affected 

by the economic crisis, such as Switzerland and 

Singapore. This figure takes account of the integration 

of Leadbitter, a UK contractor acquired in 

early 2011. The order intake includes long-term 

contracts (more than five years) for ETDE worth 

€854 million, compared with €701 million in 2010. 

A glossary can be found in the Additional information section of this document. 

BOUYGUES • 2011 Registration Document • BUSINESS ACTIVITIES AND CSR • Bouygues Construction • 56

2 


and CSR 


An order book at a record level 

(up 8%) 

The order book at end-2011 stood at €15.3 billion, 

8% higher than at end-2010. 49% of orders are to 

be executed outside France. The sharp increase 

in medium- and long-term orders gives greater visibility, 

especially in energy and services activities. 

Developments in Bouygues 

Construction's markets and 

activities 

The world's construction needs remain at a very 

high level, especially for urban amenities, energy 

infrastructure, schools and universities, and cultural 

and leisure facilities. 

In Marseille, Bouygues Construction is renovating 

the Velodrome Stadium while still in use. 

The new stadium will be a UEFA category 5 facility. 

A 100,000-m² eco-neighbourhood will also be developed 

alongside the stadium. 

Rising sales: €9,802m (up 6%) 

Sales rose again, after a slight dip in 2010 following 

six consecutive years of growth, by 6% to 

€9,802 million. Both France, where sales increased 

5% to €5,350 million, and international markets (up 

8% to €4,452 million) contributed to this growth, 

accounting for 55% and 45% of sales respectively. 

International sales were boosted by the integration 

of Leadbitter. Like-for-like and at constant 

exchange rates, sales rose by 2%. 

A rise in net profit: €226m (up 12%) 

Current operating profit remained satisfactory at 

€353 million, €38 million more than in the previous 

year, a rise of 12%, yielding a robust operating margin 

of 3.6%, up 0.2 points, in a highly competitive 

environment. Financial income was almost stable 

at €29 million. It is still hard hit by the effect of low 

interest rates on Bouygues Construction’s cash 

surplus. After a tax charge of €140 million, net profit 

attributable to the Group amounted to €226 million 

in 2011, representing 2.3% of sales. 

A very substantial cash surplus: 

€2,869m (up €13m) 

Bouygues Construction had a net cash surplus 

of €2.9 billion, €13 million more than at end-2010, 

giving the company a sound financial structure. 

In industrialised countries, Bouygues Construction 

offers customers innovative financing options that 

alleviate the potential difficulties of public-sector 

investors, thanks mainly to its know-how in developing 

complex major projects. Markets in emerging 

countries are more buoyant due to factors such 

as high growth rates and sovereign wealth funds, 

holding out attractive prospects for Bouygues 

Construction’s businesses. 

Demand for sustainable construction is more or 

less mature depending on the country. It is welladvanced 

in France, where the government plays 

a key role in stepping up efforts to make both new 

and renovated buildings more energy-efficient, 

and in several other countries of Western Europe 

(UK and Switzerland), North America (Canada) 

and Asia (Singapore, Hong Kong). Where countries 

are less advanced in this sphere, Bouygues 

Construction takes a proactive stance, especially 

in promoting the environmental certification of its 

projects. 

Building and civil works 

In contrasting markets, commercial activity was 

buoyant for building and civil works with sales 

coming to €8,272 million, higher than in 2010. 

Sales amounted to €4,290 million in France and 

€3,982 million on international markets (over 

70 countries). 

France 

In a French building and civil works market worth 

around €200 1 billion, Bouygues Construction 

(excluding the Energy and Services division) is one 

of the top three French contractors ahead of Eiffage 

Construction and behind Vinci Construction. There 

are also many small and medium-sized firms. 

In the Paris region, activity on the building market 

has levelled off over the last two years after six 

years of growth. The outlook is still bright on the 

housing market, sustained by private investors 

and the government. The commercial property 

market remains well below pre-crisis levels, even 

though the situation in the Paris region is more 

buoyant than in the rest of France. However, there 

is still considerable potential for major projects, 

especially in the context of investment decisions 

for the Grand Paris project. In the rest of France, 

building projects are tending to become smaller 

and there are fewer major projects. 

The economic crisis has undermined civil works 

activity: the civil engineering market is sluggish and 

there is fierce competition for earthworks contracts. 

2011 sales: €4,290m (up 5%) 

Bouygues Construction has been able to take 

advantage of its position as the leading building 

contractor in the Paris region. Its companies are 

involved in many construction and renovation 

projects, including functional buildings such as 

the National Archives in Pierrefitte, residential 

complexes (it has signed the first residential Energy 

(1) Euroconstruct estimate – November 2011 


Performance Contract in Vitry-sur-Seine, southeast 

of Paris) and office buildings. 

Commercial activity was excellent, resulting in the 

conclusion of a number of PPP contracts, such as 

the future French Defence Ministry complex and 

Paris Zoological Park, and conventional contracts, 

such as the Paris Philharmonic Hall. Private-sector 

orders remained buoyant and included a residential 

complex at Fort d’Issy and the Beaugrenelle 

shopping centre. The general size of orders is 

large, illustrated by the fact that six contracts were 

worth more than €100 million. At the beginning of 

2012, Bouygues Construction signed the PPP contract 

to build the future Paris law courts complex 

(for more details, see section entitled "Highlights 

since 1 January 2012" in the chapter on the Group). 

In Hong Kong, Bouygues Construction and the 

Japanese company Nishimatsu are building a 10.5-km 

drainage tunnel that calls for high-order technical skills 

Elsewhere in France, Bouygues Construction's 

five regional building subsidiaries were involved in 

the construction of hospitals (the Amiens-Picardie 

regional hospital and the new hospital of Orléans, 

which has HQE ® High Environmental Quality 

certification), prisons (handover of Réau prison 

near Lille in northern France), schools and leisure 

facilities (reconfiguration of the Velodrome Stadium 

in Marseille). A gloomy business climate had a 

dampening effect on the order intake, despite 

some successes in Bouygues Construction's areas 

of special expertise, including a PPP contract 

for two secondary schools in Lorraine (eastern 

France), prisons in western and northern France 

and an HQE ® -certified headquarters building for 

the Auvergne Regional Council. 

Bouygues Construction operates on civil works 

markets through regional agencies all over France, 

specialising in smaller-scale civil engineering 

projects and earthworks. Drawing on its civil works 

expertise, Bouygues Construction also participates 

in complex major projects, like ongoing civil 

engineering works for the Flamanville EPR nuclear 

power plant and LNG storage tanks in Dunkirk, 

for which an order was taken in 2011. The activity 

generated by these major projects helped to offset 

a decline in more traditional activities in 2011. In 

January 2012, the consortium led by Bouygues 

Construction was named preferred bidder for the 

PPP contract for the Nimes-Montpellier railway 

bypass. 

Europe 

In Western Europe, Bouygues Construction subsidiaries 

are particularly active in the UK, where 

the market is worth €162 billion 1 , and in Switzerland 

(€43 billion 1 ). In the UK, the business environment 

is suffering from the recession and austerity 

measures. In Switzerland, demand from financial 

investors for long-term investment opportunities 

remains strong, opening up bright prospects for 

property development. Business conditions in 

Eastern Europe have deteriorated significantly but 

attractive opportunities remain in the medium term. 

2011 sales: €1,810m (up 15%) 

In the UK, Bouygues Construction can draw on its 

know-how in Private Finance Initiative (PFI) and 

Design & Build projects and an extensive presence 

in London and the south and southeast of England. 

The company strengthened its coverage with the 

acquisition in early 2011 of a stake in Leadbitter, an 

Oxford-based building contractor. In Switzerland, 

Bouygues Construction takes advantage of its 

expertise in putting together major property 

development projects. Commercial activity has 

flourished and the company has taken orders 

worth over €650 million for this type of project, 

the largest of which are the Monthey-Trollietta 

residential and shopping complex and the Eikenott 

eco-neighbourhood in Gland. 

In Eastern Europe, Bouygues Construction has 

acquired a number of well-established local firms 

in recent years, notably in Poland, Hungary and the 

Czech Republic, which are continuing to expand 

their building activities. 

Elsewhere in Europe, Bouygues Construction is 

also involved on a one-off basis in major infrastructure 

projects such as the widening of the 

Istria motorway in Croatia, completed in 2011, 

the Olkiluoto EPR nuclear power plant in Finland, 

delivered for Areva in 2011, and the new confinement 

shelter for the damaged nuclear reactor 

at Chernobyl in Ukraine, which is being built in 

partnership with Vinci. 

Asia – Pacific 

Construction markets in Asia are particularly buoyant, 

with continuing high growth rates sustained by 

effective government intervention. 

2011 sales: €1,118m (down 6%) 

Activity in Hong Kong was sustained by orders 

for major projects taken in 2010, including the 

Civil Aviation Department headquarters, the Kai 

Tak Cruise Terminal and two sections of the rail 

tunnel for the future Hong Kong to Canton rail 

link. Bouygues Construction is also a recognised 

player in Singapore, building luxury residences, 

hotels and offices to the most stringent quality, 

safety and environmental standards. The Sports 

Hub, the world's largest sports PPP project, is 

under construction and orders for two residential 

complexes were taken in 2011. In Thailand, the 

company specialises in high-rise residential towers 

(1) Euroconstruct estimate – November 2011 


2 


and CSR 


and is building The River, a 210,000 m² residential 

complex in Bangkok. 

Bouygues Construction delivered seven buildings 

in Turkmenistan, including the flagship presidential 

complex. Orders were taken for four new projects, 

including the turnkey construction of a five-star 

hotel. 

Africa – Middle East 

Despite an expected fall in exports of raw materials 

and a slight dip in capital expenditure, markets in 

Africa and the Middle East are still buoyant and 

have been less affected by the global economic 

crisis. 

2011 sales: €768m (up 25%) 

In Africa, Bouygues Construction's building and 

civil engineering firms are working together on 

major infrastructure projects in Morocco and 

Equatorial Guinea, where the government has 

embarked on a major modernisation of infrastructure. 

Bouygues Construction is involved in building 

projects, including the delivery of a five-star hotel 

in Malabo in 2011, roadbuilding projects, including 

the Bata motorway currently under construction, 

and civil engineering projects such as the Oyala 

bridges currently under construction. Activity in 

Morocco was buoyant in 2011, both in building (a 

hotel, housing) and civil works (construction of a 

second container port in Tangiers). 

Bouygues Construction is also involved on a oneoff 

basis on complex major projects such as the 

Qatar Petroleum District, a vast complex in Doha 

that includes nine high-rise office buildings, and 

Line 3 of the Cairo metro. Major projects completed 

in 2011 included the first stay-cable bridge in the 

United Arab Emirates linking Hodariyat Island to 

Abu Dhabi. In South Africa, the Gautrain project, 

an 80-km railway link between Johannesburg 

International Airport, Johannesburg and Pretoria, 

is in its final stages. 

Americas – Caribbean 

The economic situation in the Americas is contrasted, 

differing very considerably from one country 

to another. Bouygues Construction is involved in 

major equipment and infrastructure projects there. 

2011 sales: €286m (up 28%) 

Bouygues Construction has long-term operations 

in Cuba, where it is a recognised specialist in the 

construction of turnkey luxury hotel complexes. 

In Jamaica, its civil works subsidiary has been 

involved in developing the road and motorway 

network for a number of years. An order for a new 

section of the 1B motorway was taken in 2011. 

Having delivered Surrey Hospital in Canada in 

2011, Bouygues Construction is working on another 

PPP contract for a Royal Canadian Mounted Police 

headquarters building that will have LEED Gold 

certification. In the United States, the company 

is building the Miami port tunnel under a 35-year 

PPP contract. 

Energy and Services 

Energy and services activities offer ETDE attractive 

medium-term opportunities in the main countries in 

which it operates (France, the UK, Switzerland and 

Canada), especially because of growing demand 

for energy efficiency. In the short term, the market is 

more uncertain because of fierce competition and 

a potential drop in public-sector orders. 

Bouygues Construction’s energy and services 

subsidiary ETDE the fourth-largest player in the 

segment, after Vinci (Vinci Energies, Cegelec, 

Vinci Facilities), Spie and Eiffage (Clemessy, 

Crystal, Forclum). 

ETDE contributed €1,530 million to Bouygues 

Construction's consolidated sales in 2011, 1% 

less than in 2010 (€1,547 million). ETDE has three 

business lines: network infrastructure (50% of 

sales), electrical and HVAC engineering (26%) and 

facilities management (24%). 

France 

2011 sales: €1,060m (up 5%) 

ETDE, through its network infrastructure subsidiary, 

is a leading player in the development of digital 

networks in France and is involved in 14 public 

service delegations, representing 7,600 km of 

optical fibre serving six million people. 

ETDE booked a major public lighting contract with 

the City of Paris that includes an energy performance 

commitment. It began three contracts won 

in 2010, including a 20-year contract in Thiais, a 

suburb of Paris, with a commitment to cut electricity 

consumption by a third, and one in Longjumeau, 

south of Paris, that promises a 35% energy saving, 

100% green energy, electric vehicles and a carbon 

balance every five years. 

ETDE is the electrical and HVAC engineering 

contractor for hospitals in Metz and Amiens. As 

part of a consortium with the company's building 

subsidiaries, ETDE has begun work on an 18th data 

centre in the Paris region. 

In partnership with Bouygues Construction's 

building subsidiaries, ETDE's facilities management 

subsidiary is involved in a number of PPP 

contracts, including the future French Defence 

Ministry, the Paris Zoological Park and two secondary 

schools in north-eastern France. 

International 

2011 sales: €470m (down 12%) 

ETDE operates in all its lines of business in the 

United Kingdom, where it has subsidiaries specialising 

in facilities management, public lighting 

and HVAC engineering. 

Elsewhere in Europe, ETDE has facilities management 

business in Switzerland and HVAC engineering 

activities in Hungary. 

In Africa, where it has operated for over 50 years, 

ETDE does most of its business in Congo and 

Gabon. The company provides a full range of services 

for the design, installation and maintenance of 

energy networks, street lighting and electrical and 

HVAC engineering. Among its major projects, ETDE 

delivered 500 km of power lines and substations in 

Congo in December 2011. 

In Canada, ETDE has a 30-year facilities management 

contract for Surrey Hospital and a 25-year 

contract for the RCMP headquarters. 

ENVIRONMENT-FRIENDLY 

CONSTRUCTION 

Facing environmental challenges and rising energy 

prices, the construction industry has a key role to 

play. The responses to those challenges are also 

business opportunities that Bouygues Construction 

intends to grasp. 

A new Innovation and Sustainable Construction 

department coordinates: 

> the Sustainable Development department, to 

understand what stakeholders expect; 

> the Marketing and Planning department, to identify 

and evaluate new technologies, materials 

and tools that help to preserve the environment; 

CSTB: French building technology research centre 


the Research & Development and Innovation 

department, to understand and anticipate 

changing markets and needs, incorporating a 

sustainable construction skill centre. 

Sustainable construction, a 

source of innovation 

Bouygues Construction is focusing on a number of 

specific issues in order to design and build solutions 

that meet its customers' demands: 

> energy: reducing the consumption of new and 

renovated buildings through the use of diagnostic, 

design and measurement tools that lay the 

foundations for a genuine commitment to energy 

performance; 

> carbon: CarbonEco ® , a software package 

developed in-house, measures the impact of 

structures. Research into low-carbon solutions 

is continuing, including cooperation with Lafarge 

on low-carbon concretes; 

> resources and materials: an eco-product database 

is available to entities and processes are 

being implemented to reduce water consumption 

in buildings; 

> biodiversity: methodological guides on urban 

biodiversity have been prepared and work to 

optimise offsetting measures is continuing; 

> health and comfort: several campaigns to 

measure air quality within buildings have been 

carried out in order to reduce levels of pollutants; 

> usage: Bouygues Construction is studying the 

behaviour of building users in order to better 

control energy consumption; 

> eco-design: with the CSTB, the French building 

technology research centre, the company 

is developing Elodie ® , a multicriteria building 

lifecycle analysis application; 

In their own words 

Hervé Charrue, R&D director of the CSTB 

"The CSTB is developing 

a lifecycle analysis (LCA) 

application for the building 

sector called Elodie ® . On 

the basis of a multicriteria 

analysis, it will evaluate 

a project's environmental 

impacts at every stage, 

from design to demolition. 

In this context, the 

CSTB and Bouygues 

Construction have entered 

into an R&D partnership 

in order to strengthen the 

> worksites: a number of innovations have been 

developed to improve on-site working conditions, 

including robots for sanding ceilings and 

cleaning formwork. 

Bouygues Construction forges strong 

partnerships 

approach and develop new 

functionalities. 

The data produced as a 

result of LCA will inform 

choices relating to building 

construction, operation 

and maintenance and 

integration into the 

local neighbourhood in 

order to enhance overall 

performance in terms of 

quality of life and usage. 

To date, Bouygues 

Construction has already 

Bouygues Construction participates in European 

research programmes such as Clear-up (energyefficient 

renovation technologies), Open House 

(rules and benchmarks for evaluating European 

buildings) and the Energy Efficient Buildings 

Association, which it chairs. 

In France, Bouygues Construction is engaged in 

fruitful cooperation with ECP, ENPC, Supélec and 

the CSTB to support a chair in sustainable building 

and innovation, which coordinates research on 

energy efficiency, carbon, usage, lifecycle analysis 

and innovative materials. In 2011, Bouygues 

Bâtiment Ile-de-France launched an Eco-Campus 

chair with the University of Saint-Quentin-en- 

Yvelines to develop a programme for the campus of 

the future. Bouygues Travaux Publics and Norpac 

are involved in the creation of Railenium, the 

European Institute for Technological Research in 

Rail Infrastructure at the University of Lille Nord de 

France, to develop sustainable rail infrastructure. 

Sustainable construction 

at all stages of the lifecycle 

Design 

carried out 40 or so 

complete LCAs on different 

types of project and is 

planning to roll out Elodie ® 

in all its subsidiaries in 

2012." 

In order to reduce the environmental impacts of 

buildings and structures while seeking to optimise 

the lifecycle cost, Bouygues Construction: 

> designs energy-efficient projects, 

> incorporates comfort, safety and usage requirements, 

> limits the carbon footprint of its projects, 

> conserves resources and limits waste, 

> seeks environmental certification. 

In 2011, buildings under an environmental labelling 

or certification scheme accounted for 55% of the 

order intake in France (266 buildings), compared 

with 53% in 2010. 

Construction 

Bouygues Construction endeavours to limit the 

environmental impacts of its worksites. 278 worksites 

had the Ecosite in-house environmental label 

at the end of 2011, 76% of the potential total. 

> Ecosite label: 

Ecosite assesses the measures taken to reduce 

a worksite's environmental footprint, wherever it 

is located, on the basis of eleven criteria derived 

from the most stringent French regulations and 

best practice within the company. 

Operation and maintenance 

Bouygues Construction encourages energy-saving 

behaviour and supports its customers in their 

management of consumption in order to achieve 

predefined levels of performance. The company 

also aims to ensure that buildings are operated 

sustainably, through measures such as low-energy 

buildings for its subsidiaries, energy-efficient 

renovation, corporate travel plans, green behaviour 

campaigns and fleets of electric vehicles. 

On completion of renovation work on Challenger, 

the company's headquarters delivered in 1988, 

its energy consumption will have been cut by a 

factor of ten. 

Bouygues Construction's control of environmental 

impacts is based on an ISO 14001-certified environmental 

management system that covered 88% 

of its activity at the end of 2011. 

CSR: Corporate Social Responsibility - CSTB: French building technology research centre - ECP: École Centrale de Paris- ENPC: École nationale des ponts et chaussées 


2 


and CSR 


Promoting sustainable 

construction 

The Sustainable Construction Club, launched in 

2010, is a discussion forum which aims to promote 

sustainable construction through working groups 

on issues such as social housing, university campuses, 

office buildings and renewable energy 

sources. It enables members to share experience 

and knowledge while also providing the framework 

for a multidisciplinary network and stimulating 

innovation. The Club now has over 300 members, 

who may be customers or partners, and has held 

some 15 meetings. 

New products and services developed by 

Bouygues Construction in 2011 include: 

> BeGreen ® , a service package for the private 

office market to support customers in the sustainable 

enhancement of their property assets; 

> Energy Performance Contracts, especially 

with Exprimm's operation of Green Office ® 

Meudon, a positive-energy office building, and 

operation and maintenance services for the 

future French Defence Ministry complex; 

> Energy-Pass ® , a building services management 

tool which measures consumption of heat, hot 

water and electricity and helps to guarantee a 

building's real energy performance; 

> Hypervision ® for the long-term management 

and real-time tracking of the energy performance 

of a building in operation; 

> IssyGrid ® in Issy-les-Moulineaux, near Paris, 

the first neighbourhood smartgrid, designed, 

installed and managed by ETDE through Embix, 

a joint venture between Bouygues and Alstom; 

> Alizé, ETDE's turnkey charging station for electric 

vehicles; 

> Wood construction, with over 60 references for 

both new buildings and renovation projects. 

Conserving and restoring 

biodiversity 

In order to preserve ecosystems in their infrastructure 

projects, DTP Terrassement and Bouygues 

Travaux Publics can draw on a partnership with 

Noé Conservation, a specialist association, that 

began in 2010. ETDE also entered into a partnership 

with Noé Conservation in 2011, focusing 

on sustainable lighting in order to reduce light 

pollution. 

Bouygues Bâtiment Ile-de-France has joined 

Natureparif, Europe's first regional biodiversity conservation 

agency. Natureparif's ecology engineers 

raise awareness of urban biodiversity issues in the 

business community. 

PEOPLE, THE 

COMPANY'S GREATEST 

RESOURCE 

Health and safety 

Bouygues Construction's health and safety policy 

aims to keep worksites accident-free. It is coordinated 

by a committee which ensures the sharing 

of best practices and consistency in initiatives for 

progress and tracking indicators. The total safety 

management system, implemented in all entities, 

has OHSAS 18001 certification that covers 89% 

of activity. 

The commitment shown by operational managers 

and supervisors, coupled with the training and 

empowerment of staff, have reduced the risk level 

over the last six years: 


Christian Burnichon, Deputy CEO, 

Randstad's Construction division 

"The safety agreement 

concluded with Bouygues 

Entreprises France- 

Europe in 2011 reflects 

our joint determination 

to reduce the number of 

worksite accidents and 

to put permanent and 

temporary staff on the 

same footing where safety 

is concerned. 

Our temporary employees 

who are regularly 

assigned will be given 

> the accident frequency rate for production workers 

fell from 11.97 in 2005 to 6.13 in 2011; 

> the accident severity rate for production workers 

fell from 0.54 in 2005 to 0.25 in 2011. 

All entities organise safety programmes for site 

workers, supervisors, foremen and managers. 

Temporary staff and subcontractors are also 

included. A number of events are also organised, 

such as the European Safety Day at Bouygues 

Entreprises France-Europe and ETDE's "Health 

and safety, count me in" campaign. 

Ergonomics are a priority, including a review of 

working methods, the introduction of a special 

ergonomics unit, warm-up exercises for site workers 

and the roll-out of equipment and materials that 

are easier to use. 

workplace first-aid 

training and moulded 

earplugs for maximum 

auditory protection. 

Those aged under 25 or 

with less than two years' 

experience in the business 

will be given a two-day 

training course by Apave* 

in the basics of safety in 

the construction industry. 

A presentation of 

Bouygues Construction's 

anti-addiction campaign 

will also be given before 

temporary staff start 

work." 

(*) A private company, Apave is an 

inspection agency specialising in 

risk control. 

The anti-addiction campaign continued in 2011, 

including training for supervisory staff and awareness-raising 

for site workers. The company has 

developed special software to better assess chemical 

risks and has set up a monitoring unit which 

has begun to identify and replace all products 

containing carcinogenic, mutagenic or reprotoxic 

products or hazardous chemical agents. 

Bouygues Bâtiment International is taking steps 

to standardise the level of social coverage for its 

employees, whatever the country in which they 

work, and rolling out vaccination programmes. 

Attractiveness and mobility 

Bouygues Construction implements a proactive 

policy to recruit both recent graduates and experienced 

candidates. Year by year, the company 


aims to make itself more attractive through events 

such as the Bouygues Construction Challenge 

and careers fairs, partnerships with schools and 

universities and local initiatives, especially via 

the Bouygues Construction Campus Managers 

network. Over 2,900 new employees joined the 

firm in 2011, 45% of them young people, and 2,500 

interns were welcomed. 

Internal mobility is encouraged by all means and 

at all levels. Each year, over 13% of the workforce 

benefits from promotion with a change in grade, 

representing nearly 3,240 employees in 2011. 

85 site workers were promoted to supervisory positions 

in 2011 and 174 supervisors were promoted 

to managerial positions. 

Training 

Bouygues Construction spends nearly 5% of 

its wage bill in France on training, provided by 

in-house training centres at both group level 

(Bouygues Construction University, Gustave Eiffel 

apprentice training centre) and in subsidiaries 

(Pro Académie, VSL Academy, Confucius Training 

Centre, etc.). 

Literacy training is provided in several entities; 

the course offered by GFC Construction won a 

regional diversity award in 2011. The benefits of 

these voluntary initiatives soon become apparent 

in better communication and easier integration of 

site workers. 

Diversity 

Age management 

In addition to the conclusion of agreements in 

each entity, an ambitious action plan was framed 

in 2011, with four main thrusts: skills management, 

employability, health and working conditions, and 

support into retirement. 

Since 2010, all employees reaching 55 have been 

offered a retirement training module to inform them 

about the legal and administrative aspects of retirement 

and end-of-career management and to give 

them personalised support if necessary. 

Gender equality 

In 2011, 21% of managerial staff were women. 

Various steps to encourage the employment of 

women have been taken, including a campaign 

with IMS-Entreprendre Pour La Cité to diversify 

career choices for young women and a "Women in 

Management" training course to encourage women 

to aim for managerial positions. 

A company-wide action plan to encourage gender 

equality will be rolled out in 2012. 

Disability 

Most Bouygues Construction entities have concluded 

agreements with Agefiph, a fund to promote 

the employment of disabled people, that include 

commitments in four areas: raising awareness 

among staff, recruitment, ongoing employment 

and subcontracting to the sheltered sector. Over 

600 disabled people were employed in Bouygues 

Construction's French subsidiaries at end-2011. 

The use of sheltered workshops and inclusion 

programmes is managed by two-person teams of 

HR and purchasing managers in all entities. The 

proportion of sales subcontracted to the sheltered 

sector has risen by 17%. 

Initiatives to raise awareness of disability proliferated 

in France in 2011, especially with Handitour 

roadshows on worksites. 

Ethnic and cultural diversity 

Bouygues Construction takes diversity issues seriously 

and develops resources to take advantage 

of diversity. 400 managerial staff, including HR 

managers and executive committee members, 

have been given equal opportunity training over 

the last four years, with a particular focus on nondiscrimination. 

Well-being at work 

Regular satisfaction surveys are carried out to 

ensure that employees' expectations are better 

taken into account and a common core of issues 

has been defined, against which to measure 

progress. 

In 2011, entities implemented the agreements on 

preventing psychosocial risks concluded in 2010, 

including watch and alert arrangements, workplace 

stress training and a practical handbook for managers. 

Bouygues Construction is looking at new 

ways of organising work, including working from 

home, and at parenting, especially for men (partnership 

with the Parenting Observatory, circulation 

of a handbook for managers). 

Respect for human rights 

Operating in nearly 80 countries, Bouygues 

Construction encounters a very wide range of 

economic, social and political situations. Its actions 

are guided by respect for fundamental values and 

principles of human rights enshrined in instruments 

such as the Universal Declaration of Human Rights, 

International Labour Organisation conventions, 

OECD guidelines and the UN Global Compact. 

These principles are echoed in the Bouygues 

group's Code of Ethics and Supplier CSR Charter, 

circulated in all subsidiaries. 

Bouygues Construction does 77% of its business 

in OECD countries. 

Entities operating in emerging countries take action 

in various ways: 

> enabling local staff to benefit from Bouygues 

Construction's occupational health and safety 

standards, which are stricter than local requirements 

in many countries; 

> providing decent working conditions and 

accommodation while respecting different cultures 

and communities; 

> introducing controls to ensure that subcontractors 

and suppliers do not use forced or child 

labour. Bouygues Construction also has very 

strict procedures in place to combat illegal 

working; 

> transferring skills to local staff, through training 

and the establishment of schools; 

> supporting associations that help the most 

disadvantaged people in the vicinity of major 

projects; 

> refusing to work in countries under a United 

Nations embargo. 

LISTENING TO 

STAKEHOLDERS 

As part of its sustainable development policy, 

Bouygues Construction has established the 

conditions for ongoing dialogue with its various 

stakeholders (see table opposite). 

Agefiph: a fund to promote the employment of disabled people - OECD: Organisation for Economic Co-operation and Development 


2 


and CSR 


bouygues ConsTruCTion - dialogue wiTH sTaKeHolders 

Stakeholders Their expectations Our responses Forums and forms of dialogue 

Customers 

Employees 

Trade unions 

Suppliers and 


Local residents 

Civil society incl. 

local authorities 

Charities and NGOs 

(non-governmental 

organisations) 

Scientific community, 

industry bodies, 

(Ademe, CSTB, EGF 

BTP, FNTP, etc.) 

and educational 

organisations 

> Service quality 

> Competitiveness 

> Innovation 

> Trust 

> Consideration 

> Ethical behaviour 

> Working conditions 

> Health and safety 

> Labour and union rights 

> Fairness 

> Acknowledgment of achievements 

> Training 

> Diversity (age management, gender 

equality, disability, etc.) 

> Loyalty 

> Fairness 

> Long-term relationships 

> Control and reduction of worksite 

impacts 

> Dialogue and transparency 

> Long-term partnerships 

> Compliance with regulations, 

labour laws and human rights 

> Protection of the environment 

> Ethical and responsible behaviour 

> R&D and innovation 

> Pooling of skills 

> Sharing of knowledge 

> Quality Safety Environment policy (ISO 9001, ISO 14001, OHSAS 18001) 

> Sustainable construction research programme 

> Eco-alternatives 

> Dissemination of the Code of Ethics and executive training in business ethics 

> Training: Bouygues Construction University, Pro Académie, QSE Academy, etc. 

> Internal mobility 

> Employee share ownership and profit-sharing 

> Safety training, anti-addiction and workplace stress campaigns 

> Ergonomics policy 

> Handitour roadshow to raise awareness of disability among staff 

> CSR Charter for suppliers and subcontractors 

> Charter for major accounts and small businesses 

> Partnerships 

> Welcome pack for new partners 

> Assessment of suppliers' CSR performance 

> Social audit of suppliers in emerging countries 

> Software to estimate and model worksite noise levels 

> Arrangements for consultation, dialogue and information 

> Environmental measures on worksites with the Ecosite label 

> Evaluation of carbon emissions with CarbonEco ® software 

> Environmental partnerships with Noé Conservation on biodiversity and WWF on 

timber sourcing 

> Partnerships with charities like Care France and Planète Urgence 

> Community action committee 

> Contribution to economic development in places where Bouygues Construction operates 

> Specialist Master's degree in sustainable construction and housing in partnership with 

Ensam and ESTP 

> Participation in research projects with the CSTB focusing on lifecycle analysis in 

particular 

> Creation of a chair in sustainable construction and innovation with the CSTB, École des 

Ponts ParisTech, École Centrale Paris and Supélec 

> Customer satisfaction surveys 

> Conventions, theme days 

> Newsletters 

> Organisation of the Sustainable Construction Club 

> R&D and Innovation Committee 

> Employee satisfaction surveys (every three years) 

> Health & Safety Committee, works councils, elections of 

employee representatives 

> Diversity Committee 

> Health & Safety Committee 

> Internal communication (intranet, in-house magazines, 

conferences, poster campaigns) 

> Information meetings, theme days 

> Satisfaction and perception surveys, cooperation reviews 

> Conventions 

> Day conferences 

> Working groups 

> Signs providing information 

> Register of complaints 

> Freefone number 

> Worksite websites 

> Meetings 

> Membership of organisations that encourage dialogue with 

civil society (Comité 21, Global Compact) 

> Consultation of stakeholders on biodiversity issues and 

extra-financial indicators 

> Terre Plurielle corporate foundation 

> Mirror committee of external stakeholders to improve Bouygues 

Construction's sustainable development policy 

> Participation in sustainable development working groups 

in industry bodies 

> Lectures and courses 

> Participation in careers fairs 

> R&D and Innovation Committee 

Ademe: French environment and energy management agency - CSR: Corporate Social Responsibility - CSTB: French building technology research centre - EGF BTP: French construction industry body - Ensam: Arts et Métiers ParisTech - ESTP: École spéciale des travaux publics, du bâtiment et de l'industrie - 

FNTP: French national civil works federation 


In all the countries where it operates, 

Bouygues Construction gives priority 

to employing and training local people 

Forging a relationship of 

trust with clients 

Our clients’ trust is founded on the quality of our 

products and production methods, backed up by 

an integrated Quality Safety Environment management 

system (87% of sales in 2011 were covered 

by triple QSE certification). 

Within this framework, listening to customers continues 

to be a priority, reflected in the systematic 

use of customer satisfaction surveys. 

Bouygues Construction has continued to implement 

an ethics policy designed to raise managers’ 

awareness of compliance issues. Whistleblowing 

arrangements that also cover anti-competitive 

practices have been in place since November 

2011. The ethics training programme continued 

throughout 2011 and all members of the executive 

committees of Bouygues Construction subsidiaries 

have attended the course, representing about 

130 managers. 

All existing training programmes for sales staff or 

to prepare candidates for managerial positions 

will include an ethics and compliance module. In 

2011, Bouygues Bâtiment International appointed 

a compliance officer to ensure that sales processes 

comply with international rules of business 

conduct. 

Involving suppliers and 

subcontractors in the CSR 

policy 

Bouygues Construction subsidiaries seek to ensure 

that their subcontractors take their social and 

environmental responsibilities seriously, in areas 

such as health and safety, quality, the environment 

and concealed work. To that end, they organise 

training courses, conventions, satisfaction surveys 

and cooperation reviews and provide introductory 

handbooks at the start of projects. 

The responsible purchasing policy is coordinated 

by a special committee which provides buyers 

with information and training (113 buyers were 

given training in 2011). The policy is backed up 

by catalogues of eco-products and eco-materials 

for technical and works staff. The partnership with 

the WWF concluded in 2010 led to the framing of a 

responsible timber purchasing policy in 2011 and 

to the development of training resources and modules 

for buyers. 82% of sales are now generated by 

entities that have incorporated the CSR Charter for 

suppliers and subcontractors into their contracts. 

In November 2011, Bouygues Entreprises France- 

Europe concluded a major agreement with Adecco, 

Domitis and Randstad to involve them in safety for 

their temporary staff employed on worksites. The 

initiatives include training in first aid and the basics 

of accident prevention in the construction industry, 

as well as information about the anti-addiction 

policy. They will be rolled out in all subsidiaries 

in France. 

Very strict procedures are in place to combat illegal 

working, including systematic checks of identity 

documents and work permits in liaison with the 

authorities, personalised access badges, training 

for works supervisors, clauses in framework 

agreements with temporary employment agencies 

guaranteeing that their employees are legal, and 

in-house checks. 

Participating in the 

economic and social life 

of local communities 

In its operations, Bouygues Construction takes 

account of stakeholder expectations relating to 

both social and environmental issues through its 

numerous partnerships and exchanges with civil 

society bodies such as NGOs, associations and 

local authorities. 

Listening to local residents 

It is essential to take the expectations of local residents, 

local authorities and civil society as a whole 

into account in order to successfully integrate worksites 

into their environment. In 2011, consultation 

exercises, communication campaigns or surveys 

to measure the satisfaction of local residents were 

conducted for 65% of worksites. 

Encouraging local employment 

Bouygues Construction has a proactive policy of 

employing local site workers and managerial staff, 

thus helping to develop the areas where its entities 

operate. The local benefits in terms of direct and 

indirect jobs, transfers of know-how and support 

to communities provide further evidence of the 

company’s commitment. 

Promoting integration 

Bouygues Construction also has a proactive 

policy of partnership with local integration bodies. 

Examples include Chantiers Écoles, a vocational 

training programme in partnership with the government 

employment agency Pôle Emploi and Afpa, 

an adult training organisation, and the Gateway to 

Employment programme in the Paris region to help 

young people and adults find a job. 

Each subsidiary offers to include integration 

clauses in its contracts. On the worksite for the 

Aubervilliers shopping centre, north of Paris, 

Bouygues Bâtiment Ile-de-France opened 75% 

of jobs to local recruitment and awarded 35% of 

construction, upkeep and maintenance contracts 

to companies domiciled in the solidarity zone. At 

Bouygues Entreprises France-Europe, a practical 

guide to integration has been distributed to HR, 

sales and works managers. 

Socially–responsible 

Through Terre Plurielle, its corporate foundation, 

Bouygues Construction supports projects favouring 

access to healthcare, education and integration 

for the disadvantaged in France and abroad. Since 

its creation in 2009, the foundation has supported 

78 projects sponsored by employees in 17 different 

countries. 

In addition to the foundation’s work, Bouygues 

Construction entities engage in community initiatives 

in the places where they operate, for example 

with Emergency Architects for intervention in disaster 

areas. Altogether, 424 charities were supported 

in 2011 at a total cost of €2.5 million. 


CSR: challenges and key indicators 

2 


and CSR 


Aim Indicator* Unit 2010 2011 Comments 2012 objectives 

Environment and sustainable construction 

Innovate for 

sustainable 

construction 

Eco-design and 

operate high-quality 

projects for overall 

performance 

Ensure high-quality, 

environment-friendly 

worksites 

Research and development 

budget devoted to sustainable 

construction 

Buildings covered by 

environmental labelling or 

certification schemes in the 

building order intake 

CO 2 

emissions per million 

euros of sales 

Worksites with the Ecosite label 

(in-house environmental label 

for worksites) 

Customers and partners for a sustainable project 

Foster a trusting 

relationship with 

customers 

Involve partners, 

subcontractors and 

suppliers in the QSE 

policy 

Completed projects for which 

a customer satisfaction survey 

has been conducted 

Sales generated by 

subsidiaries with an action 

plan to involve subcontractors 

in QSE 

Social responsibility and commitment to local communities 

Contribute to local 

development 

Conduct dialogue 


Get involved with 

local communities 

and civil society 

Projects carried out during the 

year in cooperation with local 

integration bodies 

Worksites covered by 

consultation exercises, 

communication campaigns 

or local resident satisfaction 

surveys 

Partnerships with associations, 

charities and NGOs 

% 50 46 a > Stepping up of research into sustainable construction with the 

creation of a Research, Development and Innovation department 

to coordinate a network of 150 experts and the development of 

partnerships, especially with the CSTB on Elodie ® , a lifecycle 

analysis application for the building sector 

% 53 55 

Tonnes 

CO 2 

eq. 

n.a. 330 

% 68 76 

% 52 54 

% 83 89 

Number 277 409 

% 64 65 

> Progress of environmental labelling or certification schemes and 

the strengthening of in-house expertise (10 BREEAM assessors, 

10 LEED assessors, 20 HQE ® specialists), supplemented by the 

general use of carbon balances for projects (100 people trained, 

1,000 balances carried out in 2011) 

> Roll-out of the Ecosite scheme to reduce the environmental 

footprint of worksites, enhanced by a biodiversity partnership 

with Noé Conservation 

> General use of customer satisfaction surveys, backed up by more 

compliance training for managers 

> Continuation of action to engage subcontractors and suppliers in 

QSE and human rights through the responsible purchasing policy: 

supplier CSR assessments with EcoVadis, training for buyers, 

conclusion of an agreement with three temporary employment 

agencies to step up accident prevention for temporary employees 

on worksites 

> Continuation of a proactive policy of partnership with local 

integration bodies (e.g. ETDE with the national committee of local 

integration agencies, Bouygues Bâtiment Ile-de-France with the 

Gateway to Employment scheme, etc.) 

> Focusing works teams on the management of relations with local 

residents and provision of a practical guide (local residents pack) 

Number 439 424 > Commitment by subsidiaries to partnerships with local communities 

in integration, education and health, and through the Terre Plurielle 

€m 3.1 2.5 corporate foundation 

> Roll out a new research programme on the autonomous 

building concept (buildings that are self-sufficient in energy, 

water and waste) 

> Roll out new energy performance offerings, such as BeGreen ® 

for private-sector office buildings, Energy-Pass ® to measure 

and track consumption, Energy Performance Contracts, newgeneration 

positive-energy buildings and the development of 

eco-neighbourhoods in France and Switzerland 

> Continue to roll out Ecosite and launch a biodiversity 

action plan 

> Step up discussions with customers to stimulate co-innovation 

within the Sustainable Construction Club's four think tanks 

on social housing, office buildings, university campuses and 

renewable energy sources 

> Apply the responsible timber purchasing policy in the 

framework of the partnership with the WWF's Global Forest 

and Trade Network 

> Step up measures to prevent illegal work; including site 

access badges, in-house checks and a practical handbook 

> Make integration initiatives more effective, including through 

the conclusion of a two-year partnership with FACE, an 

anti-exclusion organisation, to promote integration into 

the workforce in France, and the circulation of a practical 

handbook for HR, sales and works managers 

> Provide consultation resources for works teams 

> Step up partnerships with local communities in integration, 

education, health and environmental conservation 


CSR: challenges and key indicators (continued) 

Aim Indicator* Unit 2010 2011 Comments 2012 objectives 

Respect and development of employees 

Guarantee safety 

Industrial accidents involving 

production workers: 

> Frequency rate b 

> Severity rate b (c) 

(d) 

7.42 

0.34 

6.13 

0.25 

> Continuation of accident prevention initiatives with safety training 

tailored to different categories of worksite operatives, backed up 

by awareness-raising campaigns (e.g.: ETDE's "Health and safety, 

count me in" campaign) 

> Step up work on the ergonomics of workstations and overall 

worksite organisation, including the creation of a skill centre 

> Generalise anti-addiction campaigns 

Ensure equal 

opportunity and 

fairness 

Women in managerial positions 

in France 

Disabled employees on 

permanent contracts in France 

% 21 21 


> Continuation of initiatives to increase the number of women in the 

workforce, including a partnership with IMS-Entreprendre Pour La 

Cité to diversify career choices for young women and a "Women in 

Management" training course 

> Development of campaigns to raise awareness of disability among 

employees, such as the Handitour roadshow on worksites 

> Continue the diversity policy, focusing on four themes: 

age management, gender equality, disability, and ethnic 

and cultural diversity 

> Continue to provide equal opportunity training for HR and line 

managers 

Enhance skills 

Staff given training 

during the year 

% 48 52 

> Continuation of a proactive training policy based on in-house 

training centres at central level (Bouygues Construction 

University, which dispenses 28,000 hours of training a year) and 

in subsidiaries (Pro Académie, VSL Academy, Confucius Training 

Centre and Safety Training Centre in Asia, etc) 

> Provide sales staff with training in sustainable construction 

Foster cohesion and 

well-being in the 

workforce 

Employees receiving a 

satisfaction survey 

in the last two years 

Response rate to satisfaction 

survey 

Number 6,950 20,339 > General use of employee satisfaction surveys and introduction 

of initiatives on quality of life at work, including agreements on 

working from home, workplace stress training and the preparation 

% n.a. 73 of a practical stress handbook for managers 

> Harmonise and establish early warning systems for 

psychosocial risk and sign charters on the work/personal 

life balance 

(*) Bouygues Construction's reporting methodology is described in the Note on reporting methodology section of the Additional information section. The same scopes as in the detailed extra-financial indicators table (pages 67-69). 

BREEAM: Building Research Establishment Assessment Method - CSR: Corporate Social Responsibility - CSTB: French building technology research centre - HQE ® : High Environmental Quality - LEED: Leadership in Energy and Environmental Design - n.a.: not applicable/available - 

QSE: Quality Safety Environment 

(a) This decline is due to the widening of the scope to R&D programmes (holding company alone beforehand). At constant scope, the percentage dedicated to R&D would be 70%. 

(b) Indicator subject to possible correction since it has to be validated by the relevant authorities after publication 

(c) Frequency rate = number of industrial accidents involving time off work x 1,000,000 / number of hours worked 

(d) Severity rate = number of days off work x 1,000 / number of hours worked 


2 


and CSR 


Extra-financial indicators at 31 December 

Family Indicator Scope* Unit 2009 2010 2011 

Innovate for 

sustainable 

construction 

Design, build and 

operate efficient 

buildings to 

conserve the 

environment and 

improve quality 

of life 

Ensure 

high-quality, 

environmentfriendly 

worksites 

Foster a trusting 

relationship with 

customers 

Research and development budget devoted to sustainable construction Global % 32 50 

Buildings with environmental labelling or certification in the order intake for the year 

Buildings with environmental labelling or certification in the order intake for the year for 

which Bouygues Construction has design/build responsibility 

Carbon balances carried out 

Total CO 2 

emissions 

CO 2 

emissions per million euros of sales 

Building activities, 

France and international 

(63% of sales) 

Global 

46 

Note 1 


266 

Note 2 

% 29 53 55 

Reporting 

framework 

Internal 

ISO 26000 6.5.4 

ISO 26000 6.5.5 

Internal 

ISO 26000 6.5.4 

ISO 26000 6.5.5 

Number 

% 

60 

40 

189 

73 

130 

74 

Internal 

ISO 26000 6.5.4 

ISO 26000 6.5.5 

Number 330 377 782 

Millions of tonnes 

3.14 

- - 

GRI - EN16 

of CO 2 

eq. 

Note 3 

ISO 26000 6.5.5 

Tonnes 

CO 2 

eq. 

- - 

Sales covered by an ISO 14001 certified environmental management system (EMS) 

84 83 88 

Global % 

Sales covered by an ISO 9001 certified quality management system (QMS) 97 96 97 

Worksites with the Ecosite label (in-house environmental label for worksites) a 

Hazardous waste collected 

Non-hazardous waste collected 

Non-hazardous waste recycled 

Total fuel consumption (light vehicle fleet) 

Global (excl. VSL) 

96% of sales 

Global 

Bouygues Entreprises France- 

Europe and Bouygues Bâtiment 

Ile-de-France (47% of sales) 

France 


338 

Note 3 

GRI - PR1 

ISO 26000 6.5.3 

GRI - PR1 

ISO 26000 6.5.3 

Number - 259 278 Internal 

% - 68 76 ISO 26000 6.5.3 

Tonnes 

% 

609 

(France excl. DTP) 

185,914 

(France excl. DTP) 

49, 

(excl. Bouygues UK) 

2,342 

6,847 

Note 4 

919,382 1,851,649 

58 (excl. 

Bâtiment 

Ile-de-France) 

Million litres 23 23 23 

Tonnes 

60 

CO 2 

emissions per employee 

CO 2 

eq. 

- - 

Note 3 

per employee 

Direct electricity consumption of worksites 

Global 

- - 376,950 

Direct gas consumption of worksites MWh 

- - 11,760 

Direct fuel consumption of worksites - - 22,320 

Bouygues Entreprises France- 

Direct water consumption of worksites 

Europe and Bouygues Bâtiment m 3 - - 466,600 


Direct electricity consumption of headquarters buildings 

- - 50,720 

Global 

MWh 

Direct gas consumption of headquarters buildings - - 7,480 

Bouygues Entreprises France 

Direct water consumption of headquarters buildings 

Europe and Bouygues Bâtiment m 3 - - 29,100 


Completed projects for which customer satisfaction surveys have been conducted 

Global excl. ETDE 


% 41 52 54 

Managers given training in business ethics in the last three years 

Number 2,117 1,837 1,813 

Global 

Sales covered by triple QSE certification % 82 82 87 

GRI - EN22 

ISO 26000 6.5.4 

GRI - EN22 

ISO 26000 6.5.4 

BOUYGUES • 2011 Registration Document • BUSINESS ACTIVITIES AND CSR • 67 

67 

GRI - EN22 

ISO 26000 6.5.4 

GRI - EN3 

ISO 26000 6.5.4 

GRI - EN16 

ISO 26000 6.5.5 

GRI - EN3 

ISO 26000 6.5.4 

ISO 26000 6.5.5 

GRI - PR5 

ISO 26000 6.4.4 

GRI - SO3 

ISO 26000 6.6.3 

ISO 26000 6.6.5 

GRI - PR1 

ISO 26000 6.6.4

Extra-financial indicators at 31 December (continued) 


Involve partners, 

suppliers and 

subcontractors in 

the QSE policy 

Contribute to local 

development 

Conduct dialogue 


Get involved with 

local communities 

and civil society 

Sales generated by operating units with an action plan to involve subcontractors in QSE 

Sales generated by operating units that systematically include the Sustainable 

Development Charter in their contracts with subcontractors and suppliers 

Global 

% 

86 (excl. Bâtiment 

International and 

VSL) 

79 (excl. Bâtiment 

International and 

VSL) 

83 89 

87 82 

Frequency rate of fatal accidents to subcontractors - - - 0.06 

Projects carried out during the year in cooperation with local integration bodies France Number 208 277 409 

Worksites covered by consultation exercises, communication campaigns or local resident 

satisfaction surveys 

Partnerships during the year supporting integration, education and health 

Sales covered by a safety management system (SMS) with ILO, OHSAS 18001 

or equivalent certification 

Global excl. ETDE and VSL 


Global 

% 62 64 65 

Number 334 439 424 

€m - 3.1 2.5 

% 82 83 89 

Reporting 

framework 

Internal 

ISO 26000 6.6.6 

Internal 

ISO 26000 6.6.6 

GRI - LA7 

ISO 26000 6.6.6 

ISO 26000 6.4.6 

Internal 

ISO 26000 6.8.3 

ISO 26000 6.8.5 

Internal 

ISO 26000 6.8.3 

Internal 

ISO 26000 6.8.4 

ISO 26000 6.8.6 

ISO 26000 6.8.8 

ISO 26000 6.8.9 

GRI - PR1 

ISO 26000 6.4.6 

Ensure health 

and safety 

Ensure equal 

opportunity and 

fairness 

Industrial accident frequency rate b for all staff - - 6.14 5.08 c 

Global 

Overall industrial accident frequency rate b - - 18.08 18.13 c 

Frequency rate of industrial accidents involving production workers - 10.64 7.42 6.13 c 

Severity rate of industrial accidents involving production workers - 0.39 0.34 0.25 c 

GRI - LA7 

ISO 26000 6.4.6 

Industrial accident severity rate b for all staff - - 0.30 0.22 c 

Frequency rate b of fatal accidents for all staff - 0.076 0.02 0.07 

Global 

Frequency rate of industrial accidents involving temporary site workers 

excl. Bâtiment International 

- 21.12 16.67 19.31 


Internal 

ISO 26000 6.4.6 

Frequency rate of fatal accidents to temporary site workers 

- 0.06 0.02 

Global - 

Frequency rate of road accidents with the company vehicle fleet involving third parties 19 13 14 

Occupational illnesses recognised by social security authorities 

Europe 


Number 

48 (France excl. 

Bouygues TP) 

77 107 

Employees covered by a major risk, hospitalisation and maternity welfare scheme France % 100 100 100 

GRI - LA7 

ISO 26000 6.4.6 

Internal 

ISO 26000 6.4.4 

France 

23,518 22,936 23,091 

Headcount 

International 

GRI - LA1 

Number 

29,081 31,190 28,927 


ISO 26000 6.4.3 

Global 52,599 54,126 52,018 

Women in the workforce 

Global 

n.a. 

14 

16 

% 

France 

15 

16 

17 

Women in top management (executive committee level) 

8 9 9 GRI - LA13 

Women in managerial positions 18 21 21 ISO 26000 6.4.7 

% 

Female clerical/technical/supervisory staff 30 32 32 

France 

Female site workers 1 1 1 

Disabled employees on permanent contracts in France Number 618 608 676 Internal 

Sales of work performed by sheltered workshops during the year K€ 1,236 1,345 1,574 ISO 26000 6.4.7 


2 


and CSR 



Enhance skills 

Foster coherence 

and well-being at 

work 

Employees given training during the year 

52 48 52 

Global 

Site workers given training during the year 45 36 39 

Managerial staff given training during the year 

70 74 70 

France 

Clerical/technical/supervisory staff given training during the year 61 68 64 

% 

Employees in managerial positions outside France given training during the year International 48 47 50 

Proportion of annual payroll spent on training 

5.40 4.90 - 

Employees benefiting from regular performance and career development assessments 

France 

75 77 77 

Collective agreements negotiated, including mandatory annual negotiations 

Number 119 109 84 

Participation rate in most recent elections of employee representatives % 84.50 84.98 85.39 

Voluntary profit-sharing payouts (paid in 2011 in respect of 2010) 

France 

25,450 15,979 18,649 

Compulsory profit-sharing payouts (paid in 2011 in respect of 2010) 27,294 29,243 24,616 

€ '000 

Pension savings plan contributions 1,141 1,356 1,402 

Corporate savings plan contributions 33,777 34,547 33,720 

Employees receiving a satisfaction survey in the last two years 

Response rate to employee satisfaction surveys 

Global 

Reporting 

framework 

GRI - LA10 

ISO 26000 6.4.7 

GRI - LA12 

ISO 26000 6.4.7 

Internal 

ISO 26000 6.4.5 

Internal 

ISO 26000 6.4.5 

Internal 

ISO 26000 6.4.3 

Number - 6,950 20,339 Internal 

% - - 73 ISO 26000 6.4.5 

GRI - LA7 

ISO 26000 6.4.3 

Absenteeism rate d France % 4.24 4.27 4.32 

(*) Bouygues Construction's reporting methodology is described in the Note on reporting methodology section of the Additional information chapter. The same scopes as in the detailed extra-financial indicators table (pages 67-69). 

QSE: Quality Safety Environment (a): not applicable to VSL (b) To comply with standard practice in the industry, Bouygues Construction has changed its way of calculating safety indicators. Indicators are now calculated on the basis of all employees and not only production workers. Frequency rate = number of 

industrial accidents involving time off work x 1,000,000 / number of hours worked. Overall frequency rate = total number of industrial accidents involving time off work x 1,000,000 / number of hours worked. Severity rate = number of days off work x 1,000 / number of hours worked. Fatal accident rate = number 

of deaths following an industrial accident x 1,000 / population concerned. (c) Indicator subject to possible correction since it has to be validated by the relevant authorities after publication. (d) Number of days off work (social balance sheet figures) / number of calendar days 

COMMENTARY ON TRENDS 

Note 1: Research and development budget 

devoted to sustainable construction 

The slight fall in the percentage of the R&D budget 

devoted to sustainable construction is due to a change 

in scope. In 2011, the percentage of the budget 

devoted to sustainable construction was calculated on 

the basis of all R&D budgets of subsidiaries and the 

Bouygues Construction holding company. Hitherto, it 

had been calculated solely for the holding company, 

Bouygues Construction SA. Like-for-like, the figure 

would be 70%. 

Note 2: Buildings with environmental labelling or 

certification 

The proportion of buildings with environmental labelling 

or certification in the order intake is continuing to 

rise, with a more marked contrast between France and 

international markets this year. 

In France, spurred by legislation stemming from the 

Grenelle Environment Forum, the proportion of buildings 

with environmental labelling or certification in the 

order intake rose from 49% in 2010 to 61% in 2011. 

On international markets, the proportion of buildings 

with environmental labelling or certification in the 

order intake declined significantly, falling from 57% 

in 2010 to 34% in 2011. This trend does not reflect 

less customer interest in environmental certification, 

but rather the exceptional level of orders for buildings 

with environmental certification in 2010 (a €460-million 

project in Hong Kong and four projects in Singapore 

worth €987 million). 

Where Bouygues Construction has design/build 

responsibility, and is hence involved in the project 

sufficiently early to influence specifications, the proportion 

of buildings with environmental labelling or 

certification in the order intake rises to 74% compared 

with an average of 55%. 

Note 3: CO 2 

emissions 

In 2012, Bouygues Construction carried out a complete 

quantification (Scope 1, 2 and 3) of its 2011 

greenhouse gas emissions, using the CarbonEco ® 

application. 

The main consolidated data are as follows: : 

> 95% of emissions are linked to project activities 

(construction and services) and 5% of emissions 

are linked to tertiary activities (establishments), 

> 72% of emissions are linked to inputs (construction 

materials, purchased goods and services). 

Note 4: Hazardous and non-hazardous waste 

The sharp rise in the quantity of hazardous and nonhazardous 

waste collected is due to better tracking 

of the indicator across the entire international scope 

and an increase in the number of worksites involving 

demolition. 


France's leading property 

developer 

With 35 branches in France and four subsidiaries elsewhere in Europe, Bouygues 

Immobilier develops residential, commercial and business park projects. The company 

consolidated its leading position on the French housing market in 2011. 

Key figures 

2011 sales 

€2,465m 

(+2%) 


8.2% 

(-0.2 points) 

Net profit att. to the Group 

€120m 

(+11%) 

Employees 

1,583 

Target 

2012 sales 

€2,450m (=) 

Highlights 

Residential: 

> 14,723 reservations. 

> All programmes awarded 

BBC-effinergie ® low-energy 

certification. 

> Over 2,500 units in urban regeneration 

zones (5.5% VAT). 

Commercial: 

> Validation of the market potential 

of the Green Office ® concept. 

> Conclusion of the first private-sector 

EPC*. 

> Sale of Farman (Paris) to institutional 

investors and of the Orange TPSA 

headquarters (Warsaw) to Qatar 

Holding. 

CSR: 

> 1,200 staff involved in Solid'R, the 

biggest corporate community day ever 

held in France (8 April 2011). 

(*) Energy Performance Contract 

BOUYGUES • 2011 Registration Document • BUSINESS ACTIVITIES AND CSR • Bouygues Immobilier • 70 

Delivery of Green Office ® Meudon 

in September 2011

Commercial* 

Residential 

2010 

SALES 

€ million 

2,418 2,465 2,450 

471 

1,947 

(*) Office and retail 

471 

1,994 

2011 

NET PROFIT* 

€ million 

108 

120 

2012 

(target) 

2010 2011 


RESIDENTIAL 

number of reservations 

Block reservations 

Unit reservations 

14,723 

14,307 

3,594 4,342 

10,713 

10,381 




204 

8.4% 8.2% 

2010 

201 

2011 

NET SURPLUS CASH 

€ million 

376 

2010 

507 

2011 

RESERVATIONS 

€ million 

Commercial* 

Residential 

2,477 

167 

2,310 

3,200 

781 

2,419 

Condensed inCome sTaTemenT 

2 

Condensed balanCe sHeeT aT 31 deCember ouTlooK for 2012 

(e million) 2010 2011 

ASSETS 



• Goodwill - - 


NON-CURRENT ASSETS 68 55 


• Cash and cash equivalents 426 537 





• Shareholders' equity attributable to the Group 541 547 


SHAREHOLDERS' EQUITY 550 556 



• Other non-current liabilities - 1 

NON-CURRENT LIABILITIES 137 100 








Net surplus cash 376 507 


(e million) 2010 2011 

SALES 2,418 2,465 






• Other operating income and expenses - - 


• Income from net surplus cash (2) 2 

• Other financial income and expenses (22) (18) 


• Share of profits and losses of associates (1) (10) 






and CSR 


Bouygues Immobilier will continue to pursue 

growth founded on its major strategic 

priorities of innovation and sustainable 

development. 

è Residential: in view of the uncertainties 

arising from the budget crisis and the 

forthcoming presidential election in France, 

when investment decisions traditionally 

tend to be postponed, Bouygues Immobilier 

expects the market to contract by 15% in 

relation to 2011. 

In this context, Bouygues Immobilier aims 

to preserve its market share, drawing on 

its proven adaptability and on low-energy 

certification for all its products, which 

target the entry-level and mid-range 

segments. 

è Commercial: against a background of 

inexorably rising energy prices, Bouygues 

Immobilier's highly energy-efficient 

buildings leave the company well-placed 

to meet new demands from users and 

investors. 

Its business in the commercial property 

segment will focus on three priorities: 

very high energy performance with 

Green Office ® , turnkey projects and the 

rehabilitation of office buildings with 

Rehagreen ® . 

Bouygues Immobilier's order book is 

sufficient to ensure stable sales, with 

a target of €2,450 million in 2012. 

Bouygues Immobilier intends to 

maintain a solid financial structure. 

Catherine Gravier, 

customer relations manager 

in the Paris region 

2010 

2011 

2010 

2011 

(*) Office and retail 


Hikari, the first positive-energy, 

mixed-use development in Lyon Confluence 


PROFILE 

Strategy 

Drawing on its expertise in sustainable property 

development, Bouygues Immobilier now positions 

itself as a full-service urban operator whose future 

growth is rooted in three strategic priorities. 

Innovation and 

sustainable development 

Since 2006, Bouygues Immobilier has been 

implementing a strategy based on green property 

development and reduced energy consumption. It 

confirmed its leadership in the sector in 2011 with 

a number of flagship achievements. 

> The first deliveries of BBC-effinergie ® low-energy 

residential properties and the construction of 

two positive-energy residential programmes 

(L’Avance at Montreuil, near Paris, and Vert 

Eden at Aix-en-Provence in the south of France) 

are the culmination of a pioneering sustainable 

development strategy. BBC-effinergie ® 

low-energy certification was extended to all 

residential developments in 2010, two years 

ahead of the new 2012 Thermal Regulations, 

and is now a signature feature of the Bouygues 

Immobilier brand. 

> The sale to Scor of Green Office ® Meudon, 

entirely let to Steria seven months before handover, 

proved the validity of the business model 

of the Green Office ® positive-energy office building 

concept, with building charges guaranteed 

by an energy performance contract. Two new 

Green Office ® projects are already under construction 

in the Paris region. 

Bouygues Immobilier also delivered its first 

Rehagreen ® project, the renovation of the new 

La Banque Postale headquarters in central Paris. 

Rehagreen ® is a service package designed to 

enhance the value of existing office buildings, in 

particular by making them more energy-efficient. 

> Drawing on this expertise in individual buildings, 

Bouygues Immobilier is now scaling up 

to neighbourhood level. In September 2011, 

it launched UrbanEra ® , an innovative service 

package to support local authorities engaged 

in the design and development of sustainable 

neighbourhoods. 

A number of highly innovative projects were 

begun within the UrbanEra ® framework in 2011: 

• IssyGrid ® , the first neighbourhood smartgrid 

created with the municipality of Issy-les- 

Moulineaux, near Paris. Combining the urban 

planning, energy management and digital 

technology skills of major-league players 

such as Alstom, Bouygues Telecom, EDF, 

ERDF, ETDE, Microsoft, Schneider Electric, 

Steria and Total, the smartgrid will help define 

energy management in the city of the future; 

• Wacken in Strasbourg, the first positiveenergy 

neighbourhood in France. An energy 

partnership with local power utility Electricité 

de Strasbourg has been concluded to connect 

the neighbourhood’s self-sufficient 

network to the city network; 

• Hikari, a mixed-used development in the 

Confluence district of Lyon. Self-sufficient 

in energy terms thanks to the development 

of energy management systems, the Hikari 

project is the result of Bouygues Immobilier’s 

partnership with Toshiba and NEDO, a 

Japanese government agency that supports 

new energy R&D. 

These initiatives are coordinated by Bouygues 

Immobilier’s Innovation and Sustainable 

Development department, tasked with bringing 

company-wide in-house skills to bear on strategic, 

cross-cutting issues such as sustainable 

neighbourhoods and energy management. The 

department reports to the Executive Committee, 

which makes the necessary decisions and choices 

to ensure progress on each of these issues in relation 

to the road map. 

Technical and architectural quality: 

a key priority 

Using cutting-edge materials and technologies 

to improve the technical quality of its buildings is 

an ongoing concern for Bouygues Immobilier. A 

comprehensive quality management system with 

ISO 9001 and NF Logement certification and a set 

of training programmes for technical staff ensure 

that the company can rapidly adapt to changing 

markets. 

Bouygues Immobilier has also teamed up with 

leading names in international architecture. 

Eduardo Souto de Moura, winner of the 2011 

Pritzker Prize, has been commissioned to design 

the second phase of the Ginko eco-neighbourhood 

on Bordeaux Lake. The Hikari programme in Lyon 

Confluence was designed by Kengo Kuma, winner 

of the Architectural Institute of Japan Award 

and famous for his nature-inspired architectural 

designs. The Wacken urban development project 

in Strasbourg was designed by Christian de 

Portzamparc, winner of the 1994 Pritzker Prize. 

Customer satisfaction 

Bouygues Immobilier has been committed for many 

years to putting customer satisfaction at the centre 

of its concerns. 

Pre-handover visits, customer support throughout 

construction of the programme and the success of 

the customer call centre (4,000 calls a month) are 

proof of the ongoing dialogue between Bouygues 

Immobilier and its customers and help to ensure 

A glossary may be found in the Additional information section of this document. 

BOUYGUES • 2011 Registration Document • BUSINESS ACTIVITIES AND CSR • Bouygues Immobilier • 72

2 


and CSR 


compliance with fair consumer information requirements. 

The policy has achieved higher customer 

satisfaction rates. 

A customer satisfaction criterion has been introduced 

into the calculation of the voluntary profitsharing 

bonus in order to motivate all employees 

on the issue. It is based on the results of regular 

customer satisfaction surveys carried out by an 

independent body. 

Advantages and 

opportunities 

Its positioning and product range give Bouygues 

Immobilier a number of definite advantages that 

enable it to make the most of any opportunities 

that arise on its markets. 

Operations in all segments of property 

development 

The fact that Bouygues Immobilier operates in all 

segments of property development (residential, 

commercial and retail) enable the company to 

cushion cyclical effects within each segment. 

An entry-level and mid-range 

positioning in the residential 

property segment 

Bouygues Immobilier has sought as a priority to 

address the housing needs of the middle classes, 

which account for two-thirds of current demand. 

It therefore offers a range of affordable products 

that meet the needs and financial capacity of 

first-time buyers. 

In the collective housing segment, in 2011 

Bouygues Immobilier came up with a new type of 

apartment building to enable low-income families 

to become home-owners for the reasonable price 


Christiane Demontès, mayor of Saint-Fons, 

Senator for the Rhône département 

"The Symphony 

development reflects one 

of the aims of our urban 

development plan. With 

this particularly attractive 

residential programme, 

both public and private 

players have addressed 

one of the objectives that 

we set, with the Greater 

Lyon authority, in our local 

housing plan: to bring 

home ownership within 

of €2,000 per m². The first programme of this type 

was successfully marketed at Saint-Fons, in the 

Lyon area. 

In the detached house segment, the Housing 

France department created in 2011 has come 

up with an original concept for BBC-effinergie ® 

low-energy homes with an entry-level, 74-m² woodframe 

house priced at €159,000 incl. VAT. 

Office buildings tailored to users’ new 

expectations 

the reach of low-income 

families currently living in 

rented social housing, and 

more broadly of young 

households all over the 

Lyon area. The programme 

helps to ensure a mix of 

housing and populations 

in the neighbourhood. 

The municipal council 

is also supporting the 

change by investing in the 

creation of amenities and 

Bouygues Immobilier’s strategy in the commercial 

property segment is based on three priorities: 

very high energy performance with Green Office ® , 

turnkey projects and the rehabilitation of office 

buildings with Rehagreen ® . 

Green Office ® , a concept for international-standard, 

positive-energy office buildings, has found 

its business model. Green Office ® Meudon and 

public spaces. These are 

all factors that help our 

community to flourish." 

Farman, the first BBC-effinergie ® low-energy office 

building in the Paris region, let to Systra and sold to 

blue-chip French institutional investors, confirmed 

the appeal of green property in 2011, for both users 

and investors. 

Turnkey projects with the Clarins group and 

Schneider Electric begun in 2011, together with 

projects to rehabilitate existing buildings spurred 

by the requirements of the Grenelle environment 

laws, hold out encouraging prospects for the future. 

Genuine expertise in sustainable 

neighbourhoods 

With UrbanEra ® , a results-driven service package 

for local authorities seeking to develop sustainable 

urban projects, Bouygues Immobilier has redefined 

itself as an urban player and thus acquired a new 

source of growth that will underpin the company’s 

development in the years to come. 

Key figures 

In France, total residential property reservations 

in 2011 were 4% higher than in the previous 

year despite a 10% contraction in the market, 

enabling Bouygues Immobilier to consolidate its 

leading position with a market share of 13.9%. In 

commercial property, despite a sluggish market, 

a number of major contracts were concluded, 

especialy Green Office ® and Farman in France 

and the future TPSA headquarters in Poland. Total 

reservations (residential and commercial) were 

worth €3.2 billion. 

The order book at end-December stood at over 

€3 billion, up 34%. 

Bouygues Immobilier reported a 2% rise in sales 

in 2011 to €2,465 million. Growth resumed in 

residential property sales following the upturn in 

reservations in 2009 and 2010, rising by 2% to 

€2 billion. Commercial property sales were stable 

at €471 million, boosted by the sale of the Green 

Office ® and Farman buildings. 

Net operating profit was solid at €201 million, representing 

8.2% of sales compared with 8.4% in 2010. 

Net profit attributable to the Group amounted to 

€120 million, 11% up on 2010, and shareholders’ 

equity to €556 million. 

Bouygues Immobilier had a record Net surplus 

cash surplus of €507 million at 31 December 2011, 

compared with €376 million at end-2010. These 

performances enable the company to enter 2012 

in sound financial health. 


RESIDENTIAL 

PROPERTY: BOUYGUES 

IMMOBILIER WINS NEW 

MARKET SHARE 

The residential property market in France contracted 

by 10% in 2011 (103,300 units reserved, 

compared with 115,400 in 2010). The decline was 

mainly due to a fall in reservations by private investors, 

especially in the first half of the year, following 

changes to the Scellier tax incentive (reduction in 

tax deductibility from 25% to 22%, restriction to 

low-energy buildings, etc.). The economic gloom 

of 2010 was compounded in 2011 by a Europewide 

budget crisis, which led to a cutback in tax 

incentives for investment in property and made it 

harder for private individuals to get a home loan. 

Against this turbulent background, Bouygues 

Immobilier retained its leading position on the 

French residential property market. Taking 14,314 

reservations in 2011, 4% more than in 2010, a 

record year, Bouygues Immobilier increased its 

ENERGY PERFORMANCE OF 

HOUSING UNITS DELIVERED IN 2011 

VHEP 

25% 

LEB 

9% 

HEP 

66% 

HEP: High Energy Performance (RT 2005 -10 %) 

VHEP: Very High Energy Performance (RT 2005 -20 %) 

LEB: Low-Energy Building (50 kWhpe/m 2 /year, weighted 

according to climate zone and altitude) 

Source: Bouygues Immobilier 

market share to 13.9%, compared with 11.9% in 

2010. The total value of residential property reservations 

in France in 2011 amounted to €2,361 million, 

6% more than in 2010. A particularly vigorous 

commercial performance in 2011 shows that 

Bouygues Immobilier was right to adopt an entrylevel 

and mid-range positioning and a strategy of 

constantly adapting to new customer demands in 

terms not only of products but also of price and 

customer support. 

Sales to owner-occupiers accounted for about 22% 

of activity in 2011, with sales to private investors 

representing 48% and block sales to social landlords 

the remaining 30%. 

Particularly dynamic 

marketing in the second 

half of the year 

Having shadowed the 20% drop on the market 

in the first half of the year, Bouygues Immobilier 

was able to step up its offerings in the second 

half as a result of the proactive land acquisition 

policy launched in 2010. The policy enabled the 

company to take advantage of the situation when 

private investors returned to the market in order to 

benefit from the Scellier tax incentive in the last four 

months before tax deductibility was lowered to 13% 

in 2012. As in 2010, Bouygues Immobilier was able 

to demonstrate its capacity to adapt to changing 

markets and its commercial effectiveness, giving 

it a lead over its main rivals. 

Bouygues Immobilier chalked up a number of 

significant marketing successes during the year, 

with the rapid sell-off of programmes such as Vert 

de Ville in Bois-Colombes, Eurêka in Suresnes, 

21 Rue Verte in Rouen, CitiZen in Strasbourg, Villa 

Caroline in Ermont, Carré 36 in Annecy, Baïopolis 

in Bayonne, Aix Natura in Aix-en-Provence and 

Oxygène in Saint-Raphaël. Marketing of the 

second phase of the Ginko eco-neighbourhood 

on Bordeaux Lake was also highly successful: 

250 apartments were sold, including 150 in unit 

sales and 100 in a block sale. 

Encouraging first-time 

ownership 

Another feature of activity in the residential property 

segment in 2011 was the number of sales to 

first-time buyers of units in programmes built in 

urban regeneration zones, where the lower 5.5% 

rate of VAT (sales tax) applies. Over 2,500 units 

in such zones were sold. In view of price rises 

of 5-6% on the property market over the year, 

especially in areas where pressure on housing is 

acute, affordably-priced programmes of this type 

of have been highly successful. By combining the 

advantages of urban regeneration zones, where 

the cost of land is reasonable, with optimised 

design/build methods, Bouygues Immobilier was 

able to market apartments at €2,000 incl. VAT per 

m² at Saint-Fons, near Lyon. 

Bouygues Immobilier has also signed a charter 

with a number of local authorities under which 

it commits to controlling prices and the cost of 

land, thus limiting the rise in prices for collective 

housing. Bouygues Immobilier has entered into 

such arrangements with the municipal authorities 

of Rennes, Saint-Denis, Montreuil and Saint-Ouen 

among others. 

The landmark delivery of the first 250 units of the 

Valnaturéal programme in the north of Marseille, 

sold off in a few days, was another highlight 

of 2011. The new eco-neighbourhood will ultimately 

comprise 950 housing units with Habitat & 

Environment (H&E) certification, including 330 twoto 

five-room apartments for first-time buyers, 310 

social housing units, a residence for students and 

young workers and a care home for the dependent 

elderly. Valnaturéal qualifies for home-ownership 

support measures, including 5.5% VAT (it is within 

an urban regeneration zone), a first-home cheque 

from the city of Marseille and other incentives such 

as the Pass-Foncier Collectif ® scheme. The combined 

effect of all these measures has yielded an 

attractive average price of €2,350 incl. VAT per m². 

Detached houses 

In 2011, following the creation of the new Housing 

France department, Bouygues Immobilier introduced 

a new range of low-energy detached 

houses, including affordably-priced, wood-frame 

houses (€159,000 incl. VAT for 74 m²) particularly 

well-suited to young, first-time buyers. 

The strategy of re-entering the market for detached 

houses was rewarded in 2011 by the conclusion 

of a preliminary agreement, in partnership with 

SNI (France’s leading social landlord and subsidiary 

of Caisse des Dépôts), for the delivery of 

3,000 homes within four years to house employees 

of EDF, the electricity utility. The agreement concerns 

the development of 200 real-estate projects 

around EDF production sites. SNI will be the investor 

and the landlord for a renewable 12-year period. 

Bouygues Immobilier intends to expand further on 

this buoyant market. 

Noveom, a new generation 

of adaptable serviced 

residences 

In November 2011, Bouygues Immobilier launched 

Noveom, a new generation of adaptable serviced 


2 


and CSR 


residences. Designed with the help of an occupational 

therapist, the residences combine convenience 

with comfort, design and accessibility. 

With Noveom, Bouygues Immobilier has sought 

to develop accommodation and services suited 

to all stages of life. The first two Noveom projects 

have already been launched, in Tours and near 

Angers, with work due to start in the first quarter of 

2012 for delivery in the last quarter of 2013. Four 

more projects are under consideration, in Aix-en- 

Provence, Marseille, Metz and Rennes. 

Personalised customer 

support 

In 2010, Bouygues Immobilier introduced a policy 

of personalised customer support, from first contact 

to handover of the property. Each customer is 

thus in direct contact with a person responsible for 

the customer relationship. There are three types of 

contact person, according to the state of progress 

on the project: 

> the customer adviser, until financing arrangements 

are complete; 

> the customer relations manager, who supports 

the customer throughout the project, in 

cooperation with technical staff, from reservation 

to handover and the end of the defects liability 

period; 

> the after-sales manager after the defects 

liability period, for any claims under the 10-year 

guarantee. 

The Mediation department may step in at any time 

if problems arise. 

Bouygues Immobilier has also entered into partnerships 

with Crédit Lyonnais and Crédit Foncier to 

offer its customers advantageous financing solutions. 

The service is greatly appreciated, especially 

when credit is tight, which could well be the case 

with the banking industry in troubled waters and 

facing the requirements of the Basel III accord. (1) 

COMMERCIAL 

PROPERTY: GREEN 

PROPERTY COMES 

INTO ITS OWN 

Closely correlated to conditions in the global 

economy, international investment and financial 

markets, the commercial property market in France 

has been sluggish for two years. However, the 

fundamentals remain sound: 

> the vacancy rate has stabilised at a reasonable 

level; 

> there is active take-up at still-low rents; 

> there is real demand for international-standard, 

high energy performance buildings. 

Three main trends emerged in demand for commercial 

property in 2011: 

> Optimised operating costs. Companies are 

rationalising their relocation strategies by seeking 

to cut operating costs, which is the first 

reason why a company decides to move; 

> Reduced carbon footprint. The Grenelle environmental 

targets require companies to reduce 

their carbon footprint by upgrading their existing 

property to meet the new standards or by investing 

in new, more energy-efficient buildings; 

> Optimised working space. Changing working 

methods and new workstation designs have a 

major impact in terms of how space is used and 

the flexibility of office buildings. 

In this context, Bouygues Immobilier has completed 

a number of landmark transactions, proving 

Farman, Systra's headquarters 

in Paris 

that its products and services meet market 

expectations, especially with regard to sustainable 

property. Most sales in 2011 concerned very 

high environmental quality or even positive-energy 

buildings (Green Office ® ). 

Bouygues Immobilier took total commercial property 

reservations worth €781 million. 

Bouygues Immobilier's performance in 2011 

shows that it has the right policies in place. One 

element consists in tried and tested know-how in 

the development of energy-efficient buildings and 

an innovation strategy on the commercial property 

market that truly sets the company apart from its 

rivals, with the design of positive-energy buildings 

combined with energy performance contracts. 

PROPORTION OF SALES 

COVERED BY AN ENVIRONMENTAL 

CERTIFICATION SCHEME 

(H&E, BBC OR HQE ® ) 

Source: Bouygues Immobilier – 2011 

86% 

2009 

89% 

2010 

94% 

2011 

(1) Basel III is a set of capital adequacy rules for banks adopted on 12 September 2010 by the central banks and regulators of the 27 countries that make up the Basel Committee. (Source: banque-info.com) 


The other element is a highly personalised 

approach to customers, emphasising close commercial 

relationships and the early identification of 

companies' real needs. 

Green property, 

a step ahead 

> The development of positive-energy buildings 

incorporating an energy performance contract 

that guarantees controlled building charges 

over time is a major advantage on the commercial 

property market. Companies have clearly 

identified the benefits, as shown in 2011 by the 

lease of Green Office ® Meudon to Steria and its 

sale to Scor. Two new Green Office ® projects are 

already being developed in the Paris region. 

> The Farman building provides another example 

of the importance companies attach to 

sustainable development. In 2011, Bouygues 

ENERGY SAVINGS OF 

OFFICE BUILDINGS DELIVERED 

OR UNDER CONSTRUCTION 

IN THE PARIS REGION 

On average, for all Bouygues Immobilier's output (building 

delivered or under construction during the year) 

RT 2005 

36% 

RT 2005 

42% 

RT 2005 

50% 

2009 2010 2011 


Olivier Vallet, CEO of Steria France 

"Green Office ® has 

turned us into pioneers. 

Bouygues Immobilier has 

created an innovative 

working environment that 

will become the norm 

within a few years. It is a 

place where people feel 

happy, where it is good to 

live and work, but where 

no resources are wasted 

thanks to high-quality 

construction and smart 

technologies like energy 

Immobilier equipped the building with a geothermal 

heating system that reduces its energy 

consumption and operating costs and qualifies 

it for BBC-effinergie ® certification. The move 

was crowned with success, since the building 

has been leased to Systra and sold to blue-chip 

French investors. 

> The delivery of the headquarters of La Banque 

Postale in Paris marked the completion of the 

first renovation project using the Rehagreen ® 

service package introduced by Bouygues 

Immobilier in 2009 and opens up new prospects 

for the renovation of existing office buildings. 

Landmark launches 

Bouygues Immobilier supports companies in their 

relocation plans over the long term by developing 

turnkey projects. 

The success of this strategy was underlined in 

2011 by the conclusion of contracts to develop 

the 12,000-m 2 headquarters of Banque Populaire 

management. It didn't 

take long for our people 

to feel at home in the 

Green Office ® building 

and to appreciate it. 

Together, we are learning 

how to be environmentfriendly 

and make better 

use of our resources in 

our daily life and work. 

We had no hesitation in 

choosing Green Office ® . 

As a company we are 

committed to sustainable 

development. With Green 

Office ® , we are practising 

what we preach." 

Provençale et Corse in Marseille, the 11,000-m 2 

future headquarters of the Clarins group in Paris, 

the 14,400-m 2 extension of Schneider Electric’s 

headquarters in Nanterre and the 8,758-m 2 Paris 

Bar Law School in Issy-les-Moulineaux, near Paris. 

Bouygues Immobilier is also co-developing the 

Tour D2 in La Défense. The 180-m tower, with its 

highly innovative metallic exostructure, will provide 

54,000 m² of office space and meet HQE ® High 

Environmental Quality standards. Located in the 

municipality of Courbevoie (near Paris), its 37 floors 

will be able to accommodate up to 3,700 employees. 

Work started in 2011, for scheduled completion 

in late 2014. 

INTERNATIONAL 

DEVELOPMENT 

Outside France, Bouygues Immobilier experienced 

contrasting fortunes depending on the economic 

situation of the country in which it operates. 

Belgium: expansion of 

residential property 

business 

An increase in the availability of land for development 

has enabled Bouygues Immobilier to 

consolidate its position on the residential property 

segment and to target a 10% share of the residential 

property market in the Brussels region in 2012. 

Poland: cruising speed 

Bouygues Immobilier’s Polish subsidiary, created 

10 years ago, recorded very satisfactory performances 

on its various markets in 2011. 

In residential property, it built 380 apartments in 

2011 and is looking into the possibility of extending 

its business beyond Warsaw. 

In commercial property, the landmark event of the 

year was the lease of the headquarters of Orange 

TPSA, France Télécom’s Polish subsidiary, in 

Warsaw and subsequent sale of the building to the 

Qatar Holding investment fund. The sale was the 

largest commercial property transaction in Poland 

in 2011. The 44,000-m 2 Orange TPSA building will 

have BREEAM Gold certification. 

Portugal: delivery of the 

Aqua Portimão shopping 

centre 

The Aqua Portimão shopping centre in Portugal, 

developed by Bouygues Immobilier and inaugurated 

in April 2011, accommodates 117 stores, 

21 restaurants and a hypermarket. With a total surface 

area of 47,250 m² on three levels, the shopping 

centre has a 1,800-space car park that includes 

charging stations for electric vehicles. With a 94% 

occupancy rate on opening, the centre is home 


2 


and CSR 


to brand stores such as H&M, Primark, Massimo 

Dutti, Pull&Bear, Kiko and Seaside as well as an 

11,750-m² Jumbo hypermarket (Auchan group). 

force and 36% of whom in managerial positions, 

representing a 10% increase in three years in a 

growing workforce. 

Following the 2011 survey (82% response 

rate), 93% of employees say they are proud 

to work at Bouygues Immobilier 

CORPORATE SOCIAL 

RESPONSIBILITY 

2011 was a watershed year for human resources 

at Bouygues Immobilier. Outstanding features 

of HR policy in 2011 included the high level of 

recruitment, the overhaul of the integration process, 

ongoing efforts to integrate disabled employees 

and the launch of the second employee perception 

survey (the first took place in 2006). 

On the CSR front, Bouygues Immobilier stepped 

up its involvement in community associations in 

2011, including by mobilising employees for the 

national corporate community action day on 8 April 

2011, and increased its support for the Médiaterre 

project run by Unis-Cité, the pioneer of voluntary 

community service in France. 

Overhaul of the integration process 

With managerial staff accounting for 70% of the 

workforce and a service activity closely linked 

to the quality of its human capital, Bouygues 

Immobilier aims to attract and keep the most talented 

people in its line of business. The quality of 

initial reception and the first few months of integration 

are essential in order to meet this challenge. 

That is why Bouygues Immobilier has redesigned 

the integration process for new employees so that 

they can find out all about the business through 

teamwork in an innovative and interactive way, 

whatever their job, in a Serious Game Session ® . 

As well as helping them to develop their in-house 

network, it gives them an overview of the whole 

business, opening up possibilities of crossovers 

between jobs. 

CSR: mobilisation 

on all fronts 

A highly active recruitment policy 

Bouygues Immobilier recruited 386 new employees 

in 2011 to cope with the high level of activity in the 

residential property segment, representing a 10% 

net increase in the workforce and increasing the 

headcount to 1,583 at 31 December 2011. 

The policy was backed up by an entirely online 

recruitment campaign and employee experiences, 

introducing Bouygues Immobilier and its work to a 

wider and more diverse audience. Gender equality 

is also making headway at Bouygues Immobilier, 

where women account for nearly 49% of the work- 

A human resources development department has 

also been created in order to make Bouygues 

Immobilier more attractive as an employer, 

enhance its CSR policy and build its talent management 

policy. 

Employee perception: a very good 

workplace atmosphere 

The second employee perception survey, carried 

out by Ipsos in October 2011, showed a high level 

of satisfaction with working conditions in the company 

and of employee ownership of its values and 

strategy. Conducted by an independent organisation 

using an anonymous questionnaire proposed 

to all employees, the participation rate was 82%. 

97% of respondents said they were confident in 

the future and 93% that they were proud to work 

at Bouygues Immobilier. 83% thought they had the 

necessary resources at their disposal to perform 

high-quality work. 

In the framework of the survey, and for the first time, 

Bouygues Immobilier sought to establish a barometer 

to measure work-related stress. The average 

stress level is 6.5, consistent with the national 

average for private-sector firms in France (Ipsos 

Loyalty 2011 Red ® survey). Bouygues Immobilier 

is also continuing to invest in giving its managers 

training in workplace stress prevention: 75% of 

respondents to the perception survey said that 

their line manager was attentive to the well-being 

of his or her team. 

Bouygues Immobilier, 

a disability-friendly company 

Some 46 volunteer employees were appointed 

disability officers in 2011, ensuring that there is at 

least one on all the company’s sites. 

These volunteers, in cooperation with human 

resources managers and with the support of the HR 

department’s Disability taskforce, created in 2011, 

are responsible for facilitating in-house dialogue 

on issues such as the recognition of disability, the 

adaptation of workstations and the adjustment of 

working conditions for disabled people. 


For the Solid'R Community Day, employee volunteers 

gave over 8,400 hours of their time to community projects 

Another aspect of their assignment is to develop 

purchasing from companies in the sheltered sector, 

which rose by over 50%, from €253,000 in 2010 to 

€382,000 in 2011. 

23 people recognised as having a disability were 

integrated into the workforce during the year. 

Commitment to CSR 

Solid’R: a high level of involvement 

among staff 

With an 82% participation rate among Bouygues 

Immobilier employees, the first Solid’R corporate 

community action day on 8 April 2011 was the biggest 

community event ever organised by the Unis- 

Cité organisation in a French company. For one 

day, 1,200 employees got involved in grassroots 

projects alongside previously selected charities 

and associations. In partnership with Unis-Cité, 

49 community associations and charities were 

identified for the event, enabling employees to 

take part in practical initiatives such as renovating 

premises, helping people with reduced mobility, 

leading workshops for people with Alzheimer’s and 

cleaning up natural sites. 

Médiaterre: reducing energy poverty 

In 2011, the Bouygues Immobilier Corporate 

Foundation extended its support for the Médiaterre 

programme to five cities (Lille, Nantes, Bordeaux, 

Grenoble and Marseille). The programme, 

launched by Unis-Cité in 2010, aims to raise 

awareness of green behaviour among residents 

of disadvantaged neighbourhoods in order to 

help them reduce their energy bills, amongst 

other things. In 2011, families accompanied by 

Unis-Cité’s volunteers reduced their electricity 

bills by an average of €12 a month, cut their water 

consumption by 3,000 litres a month (a saving of 

€9) and made five times fewer mistakes when sorting 

their domestic waste. A 70-m² space in one of 

the buildings in Bouygues Immobilier’s Valnaturéal 

programme in Marseille was made available to 

Unis-Cité volunteers free of charge. 

Creation of links between 


Support for neighbourhood residents is now an 

integral part of Bouygues Immobilier’s major 

programmes. In 2011, in the Ginko programme 

in Bordeaux, Bouygues Immobilier’s Corporate 

Foundation, in partnership with ADIE (Association 

pour le Droit à l’Initiative Economique), a French 

association promoting individual business initiatives, 

supported the creation of micro-businesses 

in the nearby Les Aubiers neighbourhood to 

encourage local urban integration. At Valnaturéal in 

Marseille, consultation with shopkeepers in nearby 

neighbourhoods helped to integrate new shops 

and businesses. 

Reduce greenhouse 

gas emissions 

Bouygues Immobilier’s first 

comprehensive carbon balance 

Continuing its efforts to reduce its greenhouse gas 

(GHG) emissions, in 2011 Bouygues Immobilier 

used its recently introduced an in-house reporting 

system to carry out the first comprehensive carbon 

balance of its activity. The scope included activities 

at the Issy-les-Moulineaux headquarters and at 

local branches and those related to residential and 

office projects. Comprehensive and transparent, 

the initiative was designed to give the company a 

cross-section view of the GHG emissions generated 

by all its activities. 

> GHG emissions linked to the operation of the 

headquarters building and branches amounted 

to 13,067 tonnes CO 2 

eq. per year. Identifying 

the sources that emit the most GHG will provide 

the basis for a reduction plan from 2012. A 7% 

increase in videoconferencing in 2011 in relation 

to 2010 (corresponding to almost 7,200 hours) 

produced a 21% decrease in the number of 

kilometres per employee for business travel by 

air and rail. 

> Since 2010, Bouygues Immobilier has carried 

out a comprehensive carbon balance of its 

GHG emissions from all residential property 

projects and the main office building projects 

under construction. As well as identifying the 

sources that emit most GHGs (inputs: concrete 

and steel, freight), the initiative will help to locate 

and enhance best practice in order to reduce 

emissions. 

> Bouygues Immobilier carried out more than 210 

carbon balances in 2011 and is implementing 

the policy in its subsidiaries, carrying out a 

carbon balance of an Urbiparc office project 

and an Urbis residential programme. 


2 


and CSR 


Energy 

Non-energy 

GREENHOUSE GAS 

EMISSIONS IN 2011 

(in tonnes CO 2 eq.) 

Source: Bouygues Immobilier – 2011 

Total: 421,243 

344,877 

12,884 19,494 27,380 

234 

1,833 14,541 

Inputs 

Business 

travel 


A signatory of the UN Global Compact and the 

Bouygues group Supplier CSR Charter, Bouygues 

Immobilier expects all its partners to commit to 

taking the necessary steps to preserve the environment 

and comply with rules relating to labour 

relations and working conditions. CSR clauses 

are included in contracts with suppliers and will 

become systematic in 2012 for all contractors 

working on worksites. 

Tendering procedures use multicriteria analysis 

incorporating a CSR component. This analysis is 

backed up by a product-by-product assessment of 

health impacts, especially on air quality according 

to the materials used in a residential programme. 

Bouygues Immobilier introduced a CSR assessment 

policy in 2009. Now, all industrial partners in 

the residential segment, especially those listed in 

nationwide catalogues, are assessed by EcoVadis 

Fret 

Direct 

waste 

Property, 

plant 

& equipment 

on the basis of 21 criteria adapted to purchasing 

risks and challenges. In 2011, Bouygues 

Immobilier initiated a new approach to small 

businesses involved on worksites, in the form of a 

self-assessment questionnaire under the supervision 

of the tender manager. The questionnaire was 

drawn up within the Bouygues group. 

Sustainable 

neighbourhoods: 

a new source of growth 

In 2011, Bouygues Immobilier launched UrbanEra ® , 

an innovative and pragmatic approach to sustainable 

urban planning. Drawing on its wide experience 

and long-standing commitment to sustainable 

innovation, Bouygues Immobilier has taken 

another step towards becoming a full-service 

urban operator by: 

> inventing the standards of the future for office 

buildings, residential property and sustainable 

urban development, 

> forging long-term partnerships with local authorities, 

> creating the eco-system that supports the business 

model for these new concepts, including 

energy performance contracts, urban PPPs, etc. 

> enhancing its property development business 

with urban services management. 

With UrbanEra ® , Bouygues Immobilier offers local 

authorities a comprehensive, tailored service 

package for a new generation of mixed-use, 

positive-energy sustainable neighbourhoods. It 

represents a commitment given to local authorities 

on the basis of measurable indicators and precise 

targets, defined in consultation with them, around 

seven pillars: urban energy efficiency, integrated 

water management, waste recovery and recycling, 

eco-design, eco-mobility, biodiversity and health, 

and local services. 

Bouygues Immobilier is thus asserting its leading 

position in new spheres of innovation for the construction 

of cities that are balanced, adaptable, 

fluid, efficient, alive and smart. 

Initial achievements 

Proving that it provides an appropriate response 

to local authorities’ needs, UrbanEra ® has enabled 

Bouygues Immobilier to win three projects in 2011. 

> Hikari in Lyon Confluence is a 12,660-m² mixeduse 

residential and commercial development 

that is self-sufficient in energy terms. With a 

design that incorporates pooled energy production 

and consumption, it will offer an energy 

saving of 60%. The project is being developed 

in partnership with leading Japanese players 

like Toshiba and NEDO, a Japanese government 

agency that supports new energy R&D. 

Environmental excellence is combined with 

exacting architectural standards, with particular 

attention being paid to the quality of life for residents. 

The buildings, designed by the Japanese 

architect Kengo Kuma, use glass, stone and 

wood to achieve an effect of lightness and 

transparency. 

> Wacken in Strasbourg, involving the development 

of a 100,000-m² zone, will be France’s 

first positive-energy neighbourhood. The aim is 

to strike a balance between energy production, 

consumption and storage in order to reduce 

consumption in the neighbourhood by 20-30% 

in partnership with Électricité de Strasbourg. 

> A 12,000-m² mixed-use development at 

Châtenay-Malabry, near Paris, will be the first 

positive-energy neighbourhood in the Paris 

region. Designed by Atelier d’Architecture 

Brenac et Gonzalez, it is a forerunner of the 

sustainable neighbourhoods of the future. 

At the same time IssyGrid ® , the first neighbourhood 

smartgrid, will enable Bouygues Immobilier, from 

2012, to demonstrate the feasibility of neighbourhood 

energy management. For the IssyGrid ® 

project involving the Issy-les-Moulineaux municipality, 

major industrial firms have worked together 

to produce a model for energy production and 

management at neighbourhood level. The project 

provides Embix, a joint venture between Alstom, 

Bouygues Immobilier and ETDE, with its first fullscale 

opportunity to build a smartgrid. 

For each UrbanEra ® project, a technology consortium 

uniting all the necessary skills is formed, with 

Bouygues Immobilier at the hub, according to the 

specific requirements of the site. Economic partnerships 

and local or national industrial innovation 

platforms are established with specialists involved 

in future urban management. 

UrbanEra ® marks a transition in Bouygues 

Immobilier’s business model. The new positioning 

clearly represents a source of growth for the 

company in the years to come. 

CSR: Corporate Social Responsibility 


dialogue wiTH sTaKeHolders - bouygues immobilier 

Stakeholders Their expectations Our responses Forums and forms of dialogue 

Customers 

Partners 

Contractors 

Suppliers 

Central government 

Local government 

Public bodies 

Associations 

Non-Governmental 

Organisations 

(NGOs) 

Local residents 

Employees 

Trade unions 

Industry bodies 

Scientific and 

academic 

community 

> Attentiveness 

> Competitive, high-quality products 

and services 

> Innovation 

> Respect for the environment 

> Ethical conduct 

> Loyalty 

> Fairness 

> Long-term relations 



> Compliance with regulations 

> Environmental conservation 

> Ethical and responsible conduct 



> Environmental conservation 

> Ethical and responsible conduct 

> Control and reduction of worksite 

impacts 

> Working conditions, health and 

safety 

> Listening and dialogue 

> Respect, labour and union rights 

> Fairness, diversity 

> Recognition of achievements, 

training 

> R&D and innovation 

> Pooling skills 

> Sharing knowledge 

> Quality system with ISO 9001 and NF Logement certification 

> Environmental certification of programmes (H&E, HQE ® , BBC-effinergie ® , etc.) 

> Partnerships 

> Code of Ethics 

> Supplier CSR Charter 

> Assessment of suppliers' CSR performance 

> Property development projects with environmental certification 

> Sustainable development projects and eco-neighbourhoods 

> Contribution to economic development and social integration in areas where 

the company operates (sustainable neighbourhoods) 

> Corporate foundation 

> Observatorie de la Ville 

> Partnership with Unis-Cité 

> Solid’R community action day 

> Membership of the Global Compact 

> Arrangements for consultation, dialogue and information 

> Training 

> Annual assessments (skills ad performance) 

> Employee share ownership (Bouygues Partage and profit-sharing) 

> Fringe benefits 

> BI & Me programme: quality of life at work and prevention of workplace stress 

> Participation in green property working groups in industry federations 

> Participation in research projects with the CEA, Ines, CSTB, Afnor, Ademe, etc. 

> Co-founder of the specialist Master's course in sustainable construction and 

housing at Ensam and ESTP 

> Internships and work/study training courses 

> Conferences and courses in schools and universities 

> A personal customer adviser and a dedicated call centre 

> Regular contact while work is in progress until handover of the property 

(new customer support process in place since 2010) 

> Website 

> Customer satisfaction surveys 

> Regular meetings with operators throughout the project 

> Management of relations with suppliers through an annual assessment 

and progress plans overseen by the group technical department 

> Assessment of contractors through quality reviews 

> Participation in working groups to prepare draft laws and directives 

(e.g. joint coordination of Grenelle Building Plan strategic committee) 

> Grassroots dialogue between Bouygues Immobilier branches 

(regional divisions, branch managers) and local authorities 

> Regular steering committee meetings for initiatives supported 

by the Bouygues Immobilier corporate foundation 

> Press releases, press conferences, breakfasts with bloggers, etc. 

> Website, social media (Twitter, Facebook, etc.) 

> Consultation and information meetings with local residents 

> Information panels at worksites 

> Health and safety committee, works council, elections of employee 

representatives 

> Internal communication: in-house magazine BIM, intranet site 

> Information meetings: day conference for managers, breakfasts 

with senior executives, intranet chat rooms 

> Employee perception survey 

> Bouygues Immobilier employees elected to FPC national 

and regional executive committees 

> Innovation and sustainable development department 

within Bouygues Immobilier 

> Schools officer in the human relations department, participation 

in school careers fairs 

Ademe: French environment and energy management agency - Afnor: French standardisation authority - BBC-effinergie: Maximum consumption for new residential buildings is 50 kWh pe/m²/year on average - CEA: French Atomic Energy Commission - CSR: Corporate Social Responsibility - 

CSTB: French building technology research centre - Ensam: Arts et Métiers ParisTech - ESTP: École Spéciale des Travaux Publics, du Bâtiment et de l'Industrie - FNTP: French national civil works federation - FPC: French property developers federation - Ines: French National Solar Energy Institute 



2 


and CSR 


Aim Indicator Unit 2010 2011 Comments 2012 objectives 

Sales covered by an 

environmental certification 

scheme (H&E, HQE ® , 

BBC-effinergie ® ) 

% 89 94 

> BBC-effinergie ® low-energy certification for all residential programmes since 

July 2010 

> BBC-effinergie ® low-energy certification for the Farman office building in Paris 

> Extend BBC-effinergie ® low-energy certification 

for office buildings 

Promote green 

property as a 

driver of growth 

Housing units with 

BBC-effinergie ® 

certification marketed 

Number 6,000 11,150 

> As a result of BBC-effinergie ® certification for all residential programmes in France 

since July 2010 and excellent commercial results in the residential property segment 

in 2011, the number of housing units with BBC-effinergie ® certification rose by 86% 

in 2011 

> Validate the positive-energy building model 

in the residential property segment, with the 

delivery of two positive-energy programmes in 

Aix-en-Provence and Montreuil 

Surface area of positiveenergy 

office buildings 

under construction or 

delivered during the year 

m² 23,000 23,000 > Delivery of the first Green Office ® in Meudon, with BREEAM Excellent certification 

> Develop more Green Office ® buildings 

(two under construction in the Paris region) 

Favour diversity within 

the company 

Women as a proportion 

of all managerial staff 

% 34.7 36.5 

> 12% increase in three years in the number of women in managerial positions, 

in a growing workforce 

> Continue action to favour gender equality 

Step up commitments 

in the diversity policy 

People with disabilities 

in the company (all types 

and lengths of contract) 

Amount of purchases with 

the sheltered sector 

Number 18 23 

€ '000 253 382 

> Establishment of a network of 46 disability officers in regional branches 

> Nearly 400 employees given disability awareness-raising training through the 

Diversity & Performance learning game and workshops during Disability Week 

> Purchases from the sheltered sector rose 51% in 2011, boosted by the appointment 

of disability officers in regional branches 

> Continue to encourage the integration into the 

company of disabled people on all kinds of 

contracts. Target: 30 new recruits in three years 

(2011, 2012, 2013) 

> Continue a proactive policy of supporting the 

sheltered sector 

Improve the quality of 

life at work 

Participation rate in the 

Well-being & Performance 

survey 

% 67 a 82 

> The very high participation rate ensures that the results are representative. 92% 

of respondents said they were generally satisfied to work at Bouygues Immobilier 

> Inform all employees of the results of the 2011 

survey at local meetings. Roll out local and 

national action plans based on the results 

Manage and enhance 

employees' skills 

Employees receiving 

training during the year 

Training per employee 

(average) 

% 78 70 > Despite an increase of close to 20% in spending on training and a rise in the number 

of older employees given training in 2011, these two indicators have fallen due to the 

Number 

of days 

2.4 2.1 

high level of recruitment during the year and the focus on overhauling the integration 

session introduced in the last quarter 

> Train all new recruits within the framework 

of the new integration programme within 

six months of their arrival 

Reduce the 

environmental 

impact of business 

operations, including 

greenhouse gas 

emissions 

Carbon balances 

of property development 

programmes 

Videoconferencing to limit 

travel 


Number 6,734 7,195 

> Completion of the first comprehensive carbon balance of all Bouygues Immobilier's 

business operations and programmes 

> Update of the software to systematically carry out carbon balances of all residential 

property programmes 

> A 7% increase in videoconferencing was accompanied by a 21% reduction in 

business travel by air and rail (average kms per employee) 

> Expand the conduct of carbon balances in the 

commercial property segment and draw up a 

first plan to reduce greenhouse gas emissions 

> Continue to use videoconferencing and mobile 

working tools to encourage distance working 

Anru: French National Agency for Urban Regeneration - BBC-effinergie ® : maximum consumption for new residential buildings is 50 kWh pe/m²/year on average – 

CSR: Corporate Social Responsibility - H&E: Habitat & Environment - HQE ® : High Environmental Quality - n. a.: not applicable 

(a) According to the previous survey in 2006 




Develop energy 

management 

at building and 

neighbourhood level 

Housing units under 

construction equipped 

with panels to monitor 

energy consumption 

Surface area of offices 

under construction, 

delivered or renovated 

during the year equipped 

with a system to measure 

and manage energy 

consumption 

Number n. a. 491 > Equipment of housing units with tools to measure energy consumption 

m² n. a. 23,000 

> Development of SI@GO software to measure and manage energy consumption in 

office buildings 

> Roll-out of SI@GO and the first energy performance contract at Green Office ® 

Meudon 

> Launch of IssyGrid ® at Issy-les-Moulineaux (Paris region), the first smartgrid for 

energy production, management and storage at neighbourhood level 

> Install tools to measure energy consumption 

in all new housing units in anticipation of 2012 

Thermal Regulations (RT 2012) 

> Study the roll-out of energy management tools 

and energy coaching services 

> Roll out SI@GO energy management software 

in commercial property projects – new 

buildings and renovation projects – in France 

Develop sustainable 


Surface area 

of sustainable 

neighbourhoods planned, 

under construction or 

completed 

Net 

floor area 

in m² 

328,264 560,924 

> Four sustainable neighbourhoods are currently under construction: Ginko in 

Bordeaux, Valnaturéal in Marseille, Fort d'Issy near Paris and Roquebrune Cap 

Martin in the south of France, which won an innovation award from the Ministry of 

Ecology, Sustainable Development, Transport and Housing in the Environmental 

Performance category of the 2011 national eco-neighbourhood awards 

> Launch of UrbanEra ® in 2011 and the first three contracts: 

- Hikari in Lyon Confluence: first mixed-use positive-energy city block 

- Wacken in Strasbourg: first positive-energy neighbourhood 

- Châtenay-Malabry: mixed-use positive-energy development in the Paris region 

> Complete the sustainable neighbourhoods 

now under way and develop new UrbanEra ® 

projects 

Encourage first-time 

buyers and help to 

increase the amount of 

social rental housing 

Housing units reserved 

by first-time buyers 

Housing units sold to 

social landlords 

% 19 20 

Number 2,931 3,421 

> Three-quarters of owner-occupiers are now first-time buyers 

> Over 2,500 units have been marketed in Anru urban regeneration zones 

> The number of housing units sold to social landlords increased by 17% in response 

to constantly growing demand for social housing 

> Develop apartments and detached houses for 

first-time buyers 

> Continue to develop our partnerships with 

social landlords 

Implement an active 

sponsorship policy 

in architecture, 

sustainable 

development and 

community action 

Budget devoted to 

sponsorship and 

community action 

€ '000 816 1,330 a over 1,200 employees (82% of the workforce) alongside 49 community charities 

> Organisation of the biggest corporate community action day in France, mobilising 

and associations, in partnership with Unis-Cité 

> Develop urban community actions within the 

Bouygues Immobilier Corporate Foundation 

Encourage partners 

and suppliers to adopt 

a CSR approach 

Suppliers undergoing an 

EcoVadis assessment of 

their CSR policy 

Number 39 67 

> All approved suppliers b (Bouygues Immobilier purchases from manufacturers) have 

undergone an EcoVadis assessment of their CSR policy 

> Use an in-house questionnaire to extend CSR 

assessments to contractors operating on 

worksites 

(a) Incl. the value of employees' voluntary work (not counted in the sponsorship table in The Group section) (b) Aggregate of tier-one and tier-two suppliers 


2 


and CSR 



Quality 

Family Indicator Scope Unit 2009 2010 2011 

Environmental Management System 

(EMS) 

Women 

Disability 

Training 

Labour relations 

ISO 9001 certified book sales 

Book sales covered by an environmental certification scheme 

(H&E, HQE ® , BBC-effinergie ® ) 

France and Europe 

% 96.2 91.5 94.2 

% 85.9 89.1 93.7 

Reporting 

framework 

GRI 3.2 

ISO 26000 6.7 

GRI 3.2 

ISO 26000 6.4 

Women in managerial positions 

% 33.1 34.7 36.5 GRI LA13 


Women in senior management positions % 20.9 23.5 26.9 ISO 26000 6.4 

Disabled people recruited (all types of contract) 

Number 5 18 23 

France 

Sales with the adapted and sheltered sector € '000 224 253 382 

Employees given training 

Days of training per employee 


% 71 78 70 

Number 

(average) 

GRI LA13 

ISO 26000 6.3 

GRI LA13 

ISO 26000 6.6 

GRI LA10 

ISO 26000 6.4 

2.0 2.4 2.1 Internal 

ISO 26000 6.4 

Proportion of annual payroll spent on training % 1.9 2.0 2.2 

Collective bargaining agreements in force 

Number 6 12 14 GRI LA14 

France 

Participation in most recent works council elections % 75.6 76.2 76.2 ISO 26000 6.4 

Quality of life at work Absenteeism France % 2.4 2.1 3.1 

Older workers 

Employees aged 55 and over 

Number 105 121 130 


Employees aged 50 and over given training during the year Number 109 127 142 

GRI LA7 

ISO 26000 6.4 

GRI LA13 

ISO 26000 6.3 

GRI LA11 

ISO 26000 6.4 

Sponsorship and community action Expenditure France € '000 499 816 1,330 

GRI SO1 

ISO 26000 6.8 

Energy 

Direct electricity consumption 

France 

(consumption billed only) 

kWh 

per employee 3,564 2,411 2,912 

GRI EN3 

ISO 26000 6.5 

Water Water consumption per employee Headquarters 

m 3 

per employee 13.6 9.1 7.4 

GRI EN8 

ISO 26000 6.5 

CO 2 

Average emissions of company vehicles France g CO 2 

per km 133 134 123 

GRI EN29 

ISO 26000 6.5 

BBC: Low-energy building - H&E: Habitat & Environment - HQE ® : High Environmental Quality 


The world's leading 

roadbuilder 

With operations in 50 countries, Colas is a leader in transport infrastructure 

construction and maintenance. The group also spans the full range of 

upstream industrial activities relating to its lines of business. 

Key figures 

2011 sales 

€12,412m 

(+6%) 


3.8% 

(+0.7 points) 

net profit att. to the group 

€336m 

(+50%) 

order book 

€6.5bn 

(+5%) 

employees 

62,886 

TargeT 

2012 sales 

€12,500m (+1%) 

HigHligHTs 

A63 motorway (France): 

> Concession and start of works. 

PPP* road contracts in France: 

> Vichy bypass. 

> Plessis-Robinson roads 

and street lighting. 

Other major contracts: 

> Highways in Canada. 

> Airport in Mauritius. 

> Tramways in Tours, Dijon, Besançon 

(France) and Casablanca (Morocco). 

> Metros in Caracas (Venezuela) and 

Kuala Lumpur (Malaysia). 

> Railway maintenance in the UK. 

Acquisition of a 50% stake in Gamma 

Materials Ltd (Mauritius). 

(*) Public-Private Partnership 

BOUYGUES • 2011 Registration Document • BUSINESS ACTIVITIES AND CSR • Colas • 84 

Lowering the A29 motorway 

near Licourt, northern France

International 

France 

11.7 

5.0 

6.7 

2010 

SALES 

€ billion 

12.4 

5.2 

7.2 

2011 

NET PROFIT* 

€ million 

224 

2010 

Specialty 

activities 

22% 

336 

2011 

12.5 

2012 

(target) 


SALES 

BY SEGMENT 

Sales 

of products 

16% 

Roadworks 

62% 

Europe 

(excl. France) 

15% 




814 

365 

2010 

466 

3.1% 3.8% 

2011 

CASH FLOW 

€ million 

Cash flow 

Net capital expenditure 

Free cash flow* 

474 

188 

915 

2010 2011 

(*) Before change in working capital requirement 

North America 

19% 

SALES 

BY REGION 

Other 

8% 

414 

314 

France 

58% 

Condensed inCome sTaTemenT 

2 

Condensed balanCe sHeeT aT 31 deCember ouTlooK for 2012 

(e million) 2010 2011 

ASSETS 


and intangible assets 2,525 2,614 






• Financial instruments* 13 18 




• Shareholders' equity attributable to the Group 2,345 2,494 














Net surplus cash (57) 28 


(e million) 2010 2011 

SALES 11,661 12,412 






• Other operating income and expenses (52) - 


• Coût de l'endettement financier net (30) (24) 

• Other financial income and expenses (7) 3 


• Share of profits and losses of associates 69 59 


• Minority interests 1 (5) 




and CSR 

Colas 

The order book at end-December 2011 stood 

at €6.5 billion, 5% higher than at the end 

of 2010. The high level of orders provides a 

solid foundation for 2012. 

Another plus factor is the provisional 

award of the PPP contract for the Nimes- 

Montpellier high-speed rail bypass to a 

consortium which includes Colas. 

However, trends on the many markets on 

which Colas operates are difficult to predict. 

In France, major projects are getting under 

way or starting up and there is no shortage 

of other projects. The uncertainty arises from 

local authorities' difficulty in financing them. 

North American subsidiaries should continue 

to benefit from markets that are either 

buoyant (Canada) or resilient (United States), 

sustained by a recovery, albeit modest, in 

the US economy. The outlook for business in 

Western Europe seems stable and the aim of 

approaching the break-even point in Central 

Europe has been maintained. Business is 

likely to remain steady in Africa and the 

Indian Ocean region and buoyant in Asia 

and Australia. 

Against a background 

of economic uncertainty, 

extreme vigilance will be the 

strategic watchword for all 

Colas' senior managers, with 

profitability being favoured 

over volume. Colas has 

many advantages, not least 

the extensive geographical 

scope of its operations. 

On the basis of available 

information, an initial sales target 

of €12.5 billion for 2012 has been set. 

Alexandra Vajsman, 

R&D engineer 


in some countries. Upstream, the group produces 

and recycles aggregates and makes roadbuilding 

materials such as asphalt mixes, binders, emulsions, 

ready-mix concrete and bitumen, for its 

own use or for sale. The roads business is highly 

seasonal, both in France and elsewhere, although 

the seasonal influence is more marked in some 

countries than others. 

NGE, large regional firms and 1,600 small and 

medium-sized regional and local firms. Cement 

makers like Lafarge, Cemex and Ciments Français 

are competitors on the aggregates and ready-mix 

concrete markets. The specialty subsidiaries 

compete with the specialist units of French and 

international construction firms, plus a host of 

specialist French and foreign firms of all sizes. 

COLAS PROFILE 

A leader in transport 

infrastructure construction 

and maintenance 

With 800 profit centres and 1,400 materials production 

units in 50 countries around the world, Colas 

operates in all areas of transport infrastructure 

construction and maintenance, from roads, road 

safety and signalling to waterproofing, civil engineering, 

railways, pipes and mains, services and 

concessions. 

Employing almost 63,000 people and completing 

around 110,000 projects worldwide each year, 

Colas reported consolidated sales of €12.4 billion 

in 2011. International operations accounted for 

42% of the total and roads for almost 80%. With 

an international network of 680 quarries and gravel 

pits, 140 emulsion plants, 580 asphalt plants and 

two bitumen production plants, Colas spans all 

production and recycling activities relating to its 

businesses (aggregates, asphalt mixes, ready-mix 

concrete, binders and emulsions, bitumen, waterproofing 

membranes, road safety equipment, etc.). 

Activities 

Building Highway 73 

in Quebec, Canada 

Colas’ roads business is highly diversified, covering 

both large-scale and smaller-scale projects 

and spanning a wide range of skills and knowhow. 

It involves the construction and maintenance 

of transport, urban and leisure infrastructure 

and amenities (motorways, national and local 

road networks, airports, seaports, railway hubs, 

reserved-lane public transport, etc.) and civil 

engineering projects, including complex structures 

Colas has a number of specialty activities to 

complement its roadbuilding activities. Road 

safety and signalling comprises the manufacture, 

installation and maintenance of safety equipment, 

road marking, lights and traffic/access management 

systems. The pipes and mains business 

includes the laying and maintenance of large- and 

small-diameter pipes for transporting fluids (oil, 

gas, water). Waterproofing comprises the production 

and sale of waterproofing membranes, the 

waterproofing of roadways and the waterproofing, 

cladding and roofing of buildings. The railways 

activity comprises the design and engineering of 

complex, large-scale projects, the construction, 

renewal and maintenance of rail networks (including 

high-speed and conventional lines, tramways 

and metros), electrification, signalling, specific 

works and a rail freight business. Building comprises 

construction, rehabilitation, deconstruction 

and demolition. Colas also produces and sells 

refined oil products (bitumen, oils, waxes, paraffins 

and special fuel oils). 

Market position 

In France, Colas leads the field in roadbuilding 1 

and railways and is in second place for waterproofing 

and in third place for the production of 

aggregates. On roadbuilding and civil engineering 

markets, Colas subsidiaries are in competition with 

Eurovia (Vinci group), Eiffage TP (Eiffage group), 

Colas has prime positions in the roadbuilding sector 

in all the countries or regions where it operates. 

In each country, it is in competition with local 

firms or subsidiaries of large international firms. 

Strategy 

Colas’ strategy of profitable and controlled longterm 

growth, incorporating a sustainable development 

approach, remains unchanged. It is based 

on a number of priorities: 

> strengthening and extending a network of profit 

centres in France and around the world in order 

to establish and consolidate long-term leading 

positions on local markets through the right mix 

of local businesses and geographical coverage 

and to achieve a degree of geographical 

diversification that helps to spread risk; 

> controlling supplies of the materials and 

resources it needs for its activities (aggregates 

and bitumen) in a process of optimised industrial 

integration that will increase security of supply, 

generate more value-added, improve competitiveness 

and allow quality control of products 

and materials; 

> extending its core roadbuilding business to 

complementary and adjacent activities in terms 

of the type of business and customers, enhancing 

the range of products and services offered 

to customers, developing synergies and gaining 

A Glossary can be found in the Additional Information section of this document. 

(1) Le Moniteur ranking 

BOUYGUES • 2011 Registration Document • BUSINESS ACTIVITIES AND CSR • Colas • 86

2 


and CSR 

Colas 

a foothold in new markets with bright prospects 

for the future, such as railways; 

> developing end-to-end services, such as Public- 

Private Partnerships, concession projects and 

network management, that incorporate all Colas' 

technical skills from analysis and specification 

to financing, design, construction and maintenance; 

> building major projects that are complementary 

to the traditional core business so that the company 

can serve its customers better; 

> developing an extended and innovative range 

of products and services that meet sustainable 

development needs. 

Strengths and opportunities 

Colas has a number of strengths on which to build 

its growth: 

> a network of over 800 profit centres and 1,400 

materials production units in 50 countries 

around the world, some of them dating back 

over a hundred years; 

> a decentralised organisation with strong local 

roots that is flexible, responsive and adapted to 

market needs; 

> a group that has grown up around a strong 

core business, namely the construction and 

maintenance of transport and other infrastructure, 

especially roads, covering all aspects and 

components; 

> a wealth of collective intelligence, with values 

and a passion shaped by a long common history 

shared by nearly 63,000 employees, handed 

down from one generation to the next and 

enhanced by an appropriate human resources 

policy; 

> technical and innovation skills developed 

by an extensive international network of 2,000 

researchers and technicians, 45% of them in 

France, who work in close synergy with operational 

staff. The network comprises a Campus 

for Science and Technology (CST), the road 

industry’s first and largest private research 

centre, about 50 laboratories with some 1,000 

staff and 100 engineering consultancies with a 

further 1,000 employees. With a portfolio of over 

130 patents, Colas has pioneered new road 

technologies adapted to the different requirements 

of local markets, guided at all times 

by an overriding concern for quality, safety, 

env ironmental protection (energy efficiency, 

reduced greenhouse gas emissions, reduced 

materials consumption) and cost; 

> vertical integration upstream and a policy 

of controlling supplies of materials such as 

aggregates, binders, asphalt mixes, ready-mix 

concrete, bitumen, waterproofing membranes 

and road safety equipment; 

> a capacity to meet all transport infrastructure 

needs, whether new construction or maintenance, 

major projects or small local contracts, 

through local operations and the capacity to 

mobilise the entire Colas group. 

Opportunities for growth include: 

> mobility (roads, railways, public transport, 

airports) and an improved living environment 

(urbanisation), which will require responses 

worldwide; 

> complex projects which offer an effective 

response to such needs, by optimising them, 

and to financing constraints. Colas has acknowledged 

expertise in concessions, PPP, PFI, 

MAC and other forms of long-term maintenance 

contract, both in France and around the 

world. Examples include the Rheims tramway 

concession, a concession for a section of the 

A63 motorway in France, the Vichy bypass 

PPP, a roads and street lighting PPP in Plessis- 

Robinson, near Paris, the Portsmouth PFI and 

MAC road and rail maintenance contracts in the 

UK, network management in Canada and the 

M6-M60 motorway PPP in Hungary; 

> network maintenance, an area that is likely 

to become more important than new construction 

in many countries, and for which Colas 

has acknowledged skills and an appropriate 

organisational structure; 

> sustainable development products and services 

incorporating innovations in areas such as 

environmental conservation, health and safety 

and CSR. 

BUSINESS ACTIVITY 

AND SUSTAINABLE 

DEVELOPMENT IN 2011 

A year of adaptation 

and transformation 

Colas turned in a solid performance in 2011, in a 

relatively unfavourable global economic environment. 

Sales at end-December 2011 amounted to 

€12.4 billion, 6.4% up on 2010 (5.1% like-for-like 

and at comparable exchange rates). 

The sales performance differed from one region 

to another. Sales rose in mainland France, North 

America, Asia, Australia and Northern Europe, 

dipped in Africa, the Indian Ocean region, North 

Africa and the French overseas départements and 

fell more sharply in Central Europe. 

Current operating profit rose 28% to €466 million at 

end-December 2011, compared with €365 million 

a year earlier, as a result of factors including (i) 

a strategy of favouring margins over volume, (ii) 

the many measures to adapt and move forward 

taken not only in Central Europe (where the current 

operating profit improved by €78 million) but 

also in French overseas départements, mainland 

France and all Colas profit centres, and (iii) the 

pursuit of targeted growth. In the absence of 

non-current charges, operating profit rose 49% to 

€466 million, compared with €313 million at end- 

December 2010. 

Net profit attributable to the Group amounted to 

€336 million, 50% up on the previous year’s figure 

of €224 million. 

Colas confirmed its very robust financial structure, 

with net cash of €28 million at end-December 

2011, compared with net debt of €57 million at 

end-December 2010, and shareholders’ equity 

(attributable to the Group) of €2.5 billion. 

Colas performed well in terms of commercial activity 

in 2011. While sales rose by 6.4% over the year, 

a good order intake boosted the order book by 5% 

to €6.5 billion at end-December 2011, with orders 

rising both in France (4%) and on international 

markets (7%). 

France 

Consolidated sales in France rose 8% on 2010 to 

€7.2 billion. 

Mainland France 

The roads market remained stable by volume in 

relation to 2010, sustained by roadworks linked to 

the many reserved-lane public transport projects, 

although there were very considerable differences 

PPP: Public-Private Partnership - PFI: Private Finance Initiative - MAC: Managing Agent Contractors (UK) 


in capital spending by local authorities, especially 

between rural areas and urban centres, small communes 

and major conurbations. 

The 16 regional roads subsidiaries reported a 

9% rise in sales on 2010, with higher construction 

costs, especially for energy, bitumen and other raw 

materials, accounting for about 5%. Business was 

boosted by particularly fine weather throughout 

the year. A number of contracts were obtained 

for complex projects such as the A63 motorway 

concession in south-western France, the Vichy 

bypass PPP and a roads and street lighting PPP in 

Plessis-Robinson, near Paris. Price levels, pushed 

down by fierce competitive pressure, seem to have 

bottomed out in 2011. Subsidiaries continued their 

efforts to adapt, rationalise and cut costs in order 

to become more competitive and responsive to 

conditions on their regional and local markets. 

Technologies, products and processes developed 

to favour sustainable development made progress: 

recycled pavement as a proportion of sales of 

asphalt mixes produced by Colas rose from 7% 

in 2010 to 9% in 2011 (scope: mainland France). 

Warm asphalt mixes as a proportion of all asphalt 

mixes produced by Colas in mainland France 

remained stable at 4%. 

Safety and signalling subsidiaries reported a 5% 

rise in sales 1 on 2010, in a market characterised by 

declining volumes and rising raw materials prices. 

Evesa, a consortium which includes Aximum, 

concluded a ten-year street lighting Energy 

Performance Contract with the City of Paris. 

Sales in the pipes and mains segment fell 5% on 

2010, reflecting a decline in the core business of 

laying pipelines in mainland France. 

Waterproofing subsidiaries reported a 13% rise 

in sales 1 following an upturn in the construction 

market in the first six months and particularly 

favourable weather in the early part of the year, 

despite a downturn in the last quarter and a sharp 

fall in business related to the installation of photovoltaic 

panels. 

Railway subsidiaries reported a 7% increase in 

sales 1 on 2010, in a very buoyant but highly competitive 

French market boosted by the construction 

of new tramway lines and the renovation or maintenance 

of track in France. The freight business 

continued to grow. 

SRD in Dunkirk produced 260,000 tonnes of bitumen, 

270,000 of base oils, 360,000 tonnes of fuel 

oil and 55,000 tonnes of paraffin from 950,000 

tonnes of crude oil. Colas distributed 60% of 

production. Sales 1 of refined products (excl. 

bitumen) amounted to €300 million 1 compared with 

€150 million in 2010, reflecting a full year’s activity 

(only six months in 2010). 

French overseas départements 

Sales in French overseas départements were 3% 

lower than in 2010. 

On Reunion Island, sales levelled off after falling for 

two years as the building market started to pick up 

again. Business in Mayotte was hard hit by a wave 

of strikes that paralysed the island in October and 

November. Warm asphalt mixes are now used for 

most pavement projects. 

The market in the French West Indies remained 

sluggish, although there was a slight upturn in 

public-sector spending on road maintenance in 

Martinique and some site development work linked 

to residential property projects in Guadeloupe in 

the second half of the year. Adaptation measures 

were continued. Sales contracted in French Guiana 

following the completion of some major projects. 

International markets 

and French overseas territories 

Sales on international markets and in French 

overseas territories amounted to €5.2 billion, an 

increase of 4% on 2010 (3% like-for-like and at 

comparable exchange rates). 

En Europe 

Sales in Europe (excluding France) amounted to 

€1.9 billion, stable in relation to 2010. 

Sales in Northern Europe rose 10% (1% excluding 

sales of refined products), with business in Belgium 

and Switzerland offsetting the effects of spending 

cuts in Ireland and the UK. 

In the UK, in a difficult environment marked by the 

introduction of an austerity programme, the roads 

subsidiary Colas Ltd reported a high level of sales, 

albeit slightly lower than in 2010, supported by a 

business mix that combines MAC long-term road 

and motorway network management and maintenance 

contracts with a strong materials production 

activity and an expanding airport runway maintenance 

business. The Portsmouth PFI is continuing 

to the satisfaction of both customers and users. 

Sales in Belgium rose significantly on the back of 

a public spending programme to repair the road 

network, which had deteriorated as a result of harsh 

winters in 2009 and 2010. Sales in Switzerland 

remained at the same high level, driven by ongoing 

road, motorway and railway projects. Sales rose in 

Denmark and remained stable vs. 2010 in Ireland. 

Sales in Central Europe fell by 17% on 2010, 

representing a 57% drop in three years. The 

decline is due to an across-the-board reduction 

in public spending, especially in Hungary, the 

Czech Republic and Slovakia, though not in 

Poland, and a policy of favouring profitability over 

volume in a context of fierce competitive pressure. 

Within that strategy, subsidiaries are continuing 

to take measures to adapt to the market situation. 

In Romania, Colas decided to terminate the 

contract for a section of the A2 motorway between 

Cernavoda and Constanta because of contractual 

issues that made it impossible to carry out the work 

under normal conditions. The disposal of SCCF Iasi 

was concluded in late 2011 and submitted to the 

Romanian competition authorities for approval. In 

Croatia, Colas acquired the remaining capital of 

its subsidiary Cesta Varazdin. 

Sustainable development technologies continued 

to make headway. A number of asphalting 

projects using plant-based binders were carried 

out in Belgium, Switzerland and the UK. Significant 

strides were made with noise-reducing surfaces in 

Switzerland, Denmark and Poland, while cold recycling 

techniques made progress in Switzerland. 

North America 

Sales amounted to €2.36 billion, up 7% on 2010 

(8.5% like-for-like and at constant exchange rates). 

In the United States, in a tougher environment, 

subsidiaries achieved higher sales than in the previous 

year, partly due to the full-year consolidation 

of two acquisitions in 2010. The first-half deceleration 

in activity due to particularly adverse weather 

conditions was caught up in the second half of 

the year. Subsidiaries performed well, particularly 

in their ongoing efforts to improve organisational 

structures, control operating costs, promote inexpensive 

road maintenance techniques, diversify 

their business activities (civil engineering) and 

customer base, source bitumen supplies from a 

network of depots and set up a structure devoted 

to complex, PPP-type projects. 

In Canada, despite adverse weather conditions 

in the first half of the year, sales grew strongly 

PPP: Public-Private Partnership - PFI: Private Finance Initiative - MAC: Managing Agent Contractors (UK) 

(1) Incl. international activity 


2 


and CSR 

Colas 

as a result of an ongoing programme to upgrade 

infrastructure in Quebec, a recovery in private 

investment in the west of the country driven by the 

mining sector and the energy sector in Alberta, 

and acquisitions in Quebec and British Columbia. 

Thanks to the quality of its extensive network of 

contractors and its vertically-integrated business 

model, ColasCanada completed another good year 

in a buoyant economy. 

In the United States, warm asphalt mixes accounted 

for 32% of output in 2011, compared with 14% 

in 2010, and aggregates from recycled pavement 

for 20%, compared with 22% in 2010. In Canada, 

the use of warm asphalt mixes and cold in-place 

recycling of aggregates is continuing to grow. 

Rest of the world 

Sales fell slightly in Morocco, in a context of lower 

levels of activity and fierce competition, in West 

Africa (Benin, Togo and Gabon) and in the Indian 

Ocean region, with the exception of Mauritius, 

where the market remained buoyant and Colas 

took a 50% stake in Gamma Materials Ltd, a 

company that produces construction materials. 

In New Caledonia, activity continued to benefit 

from a vigorous economy in the North province. 

In Asia, where Colas operates in eight countries 

and focuses on the production, distribution and 

sale of bitumen products, all units reported an 

increase in sales on 2010 in a shrinking bitumen 

market. Subsidiaries in Australia reported strong 

sales growth. 

Warm asphalt mixes continued to make progress 

in the Indian Ocean region and were used in over 

25% of surfacing projects in Mayotte. In Asia, 

in-place recycling is continuing to increase in 

Thailand. 

Projects 

112,300 projects were completed in nearly 

50 countries in 2011. 

France 

> Lowering of a 1.2-km section of the A29 motorway 

to allow for the crossing of the future 

Seine-Nord Europe canal and construction of 

a temporary section of motorway; resurfacing 

of sections of the A11, A23, A36 and A48 

motorways and construction of the Montluçon, 

Fleuré and Chanos-Curson bypasses using 

recycled pavement; maintenance of sections 

of the RD388 and local roads in south-western 

France using warm asphalt mixes. 

> Upgrade of city entrance roads in Lyon, Marseille 

and Saint-Brieuc; creation of carriageways for 

the Toulon tunnel; development of access roads 

to the future Lille Stadium using recycled warm 

asphalt mixes and noise-reducing, skid-resistant 

surfaces, with people in integration schemes 

being hired to work on the project. 

> Continuation of construction work on the T1, T2, 

T3, T5 and T6 tramway lines in the Paris region, 

including the hiring of people in integration 

schemes. Start of construction work on the Tours 

tramway using warm asphalt mixes. Laying of 

track for tramway lines in Dijon and Lyon. 

> Installation of sound barriers on the A31 motorway. 

> Construction of the Hauterives and Beynes gas 

storage plants as turnkey EPCC projects. 

> Night-time resurfacing of platforms on lines 

1 and 13 of the Paris metro using low-temperature 

asphalt, with specific measures being taken 

to protect workers and the environment. 

> Waterproofing, cladding and roofing of the buildings 

of the Georges-Frêche secondary school 

in Montpellier. 

> Provision of 90,000 m² of Coletanche ® waterproofing 

membranes for a mining project in 

Chile. 

> Closed-line turnkey upgrading of the Siorac- 

Sarlat and Bergerac-Sauveboeuf railway lines. 

> Start of work on the Majicavo prison in Mayotte, 

a design-build project. 

International 

> Refurbishment of the main runway at Manchester 

airport and the relaying of track under multiyear 

MAC contracts and a MAFA maintenance contract 

in the south-west of England. 

> Resurfacing of the E34 motorway in Belgium. 

> Construction of a section of the new tramway 

line in Geneva, Switzerland. 

> Construction of sections of the M3 and M0 

motorways in Hungary, a section of the D3 

motorway in the Czech Republic and the Poznan 

motorway bypass in Poland. 

> Resurfacing of Interstates 90 in Wyoming and 

26 in South Carolina; resurfacing of the runway 

at Anchorage airport in Alaska (United States). 

> Construction of Highway 85 on the Trans 

Canada Highway and Highway 73 in Quebec; 

construction of an intermodal rail logistics hub 

at Calgary in Alberta (Canada). 

> Earthworks for the Tangiers-Kénitra high-speed 

rail link and construction of a 9-km section of the 

Casablanca tramway in Morocco. 

> Extension of the runway at Port-Gentil airport in 

Gabon. 

Building tramway infrastructure 

in Angers, western France 

EPCC: Engineering, Procurement, Construction and Commissioning - MAC: Managing Agent Contractors (UK) - MAFA: Multi Asset Framework Agreement 


Construction of the Port-Louis bypass and 

extension of the airport runway in Mauritius. 

> Construction of the new Los Teques metro line 

in Venezuela. 

> Construction of the extension of the Kuala 

Lumpur light railway in Malaysia. 

Production and recycling of 

construction materials 

Total output of aggregates amounted to 101 million 

tonnes in 2011, compared with 102 million in 2010, 

from 680 quarries and gravel pits spanning the full 

range of the group’s operations. 

Colas either directly owns or has rights to reserves 

totalling 2.7 billion tonnes, equivalent to 25 years’ 

production. Colas also produced 47 million tonnes 

of asphalt mixes (the same as in 2010) from 580 

asphalt plants. The average rate for recycling 

bituminous asphalt mixes exceeded 12%. 

1.6 million tonnes of emulsions and binders were 

produced from 140 emulsion plants, making Colas 

the world’s leading producer, and 560,000 tonnes 

of bitumen were also produced. 


Colas’ sustainable development policy (see 

www.colas.com) is founded on the conviction that 

its businesses can and must behave responsibly 

in helping to meet essential needs and aspirations. 

The policy must be able to embrace the issues and 

contradictions of contemporary life, such as social 

cohesion, climate change, travel needs and better 

quality of life. 

In order to set this policy on a firm foundation, 

Colas has mapped the interactions between its 

stakeholders (see table). Three main conclusions 

may be drawn: 

> its teams on the ground play a key role for Colas’ 

image in society; 

> environmental issues are central to Colas’ reputation 

in society; 

> customers are a major local opinion-shaping 

force in Colas’ dialogue with civil society. 

By superimposing this stakeholder map on a 

risk analysis, Colas has identified three strategic 

challenges and five other major challenges in its 

sustainable development policy. 

> The three strategic challenges are of crucial 

importance for the development of Colas, which 

has real freedom of action and initiative in each 

area. They are: (1) renewing and enhancing 

human resources, (2) securing acceptance of 

production sites, and (3) business ethics. 

> The five additional challenges are safety, social 

responsibility in southern hemisphere countries, 

energy and greenhouse gases, recycling and 

chemical hazards. Colas does not always have 

the same freedom of action in these areas even 

Issues in the dialogue with stakeholders 

Stakeholders 

Customers 

Human 

resources 

Civil society 

though some, like energy, are equally important. 

This ranking of priorities reflects a maturing of 

Colas’ approach to sustainable development 

issues over the last ten years or so. It does not 

precisely match the thematic organisation of 

the ISO 26000 standard, though there are correspondences 

with the standard’s seven topics 

and two practices. 

A policy for progress has been drawn up for each 

of these challenges and is coordinated at every 

level of the company. Most indicators and targets 

are defined at global level. The aim of the policy is 

to secure long-term improvements on the ground, 

at the heart of the Colas network. 

The policy was given an AA+ rating in 2010 by 

the extra-financial rating agency BMJ, which specialises 

in assessing sustainability and corporate 

social responsibility. Bearing witness to support 

from within the workforce, Colas branches and 

subsidiaries also carry out a wide range of actions 

according to their local context. 

Environment and 

audit bodies 

l Strategic issue l Major impact l Important impact l Average risk l Low risk n.m. : non-meaningful 

Suppliers 

Shareholders 

Customers n.m. l l l l l 

Human 

resources l n.m. l l l l 

Civil society l l n.m. l l l 

Environment 

and audit 

bodies 

l l l n.m. l l 

Suppliers l l l l n.m. l 

Shareholders l l l l l n.m. 

This policy of taking ownership of CSR at all levels 

of the company thus enhances and transforms the 

entire vision of Colas’ businesses. 

Few issues in the dialogue with non-contractual 

stakeholders call for a global policy, though discussions 

constantly take place at local level with local 

residents, authorities, schools and universities, 

players in the social sector, etc. 

Colas maintains a strong grassroots presence 

within its global network and conducts local 

dialogue with stakeholders. 1 At global level, it is 

still difficult to identify key groupwide issues that 

would justify dialogue with global (i.e. international) 

stakeholders. Only the issue of bitumen fumes has 

so far seemed relevant at this level and Colas has 

greatly contributed to discussions with customers, 

scientists, employees, labour authorities and 

occupational health bodies. 2 In order to enhance 

discussions, Colas takes part in forums, commissions 

and strategic committees bringing together 

stakeholders in other institutions, such as CORE 

(Research and Expertise Guidance Committee) 

at Ineris, the French environmental safety institute, 

the Strategic Guidance Council (COS) at FRB, the 

French Biodiversity Research Foundation, and 

the Environment and CSR Strategic Committee 

at Afnor, the French standards body. Colas also 

seeks to make its sponsorship 3 actions increasingly 

meaningful. 

Sustainable development organisation 

In 2011, Colas’ Environment department was 

tasked with a more cross-disciplinary responsible 

development mission. In that context it engages in 

dialogue with other support and operating units to 

analyse and verify the results of reporting, prepare 

a detailed synthesis for line managers at the 67 

lead entities (subsidiaries or country divisions) 

responsible for the first level of internal control, 

CSR: Corporate Social Responsibility 

(1) See the section on the acceptance of production sites and the related local dialogue indicator (2) See Chemical hazards and Business-specific risks (3) See Dialogue with civil society section 


2 


and CSR 

Colas 


Vincent Laflèche, Director General of Ineris 

"Ineris recently 

strengthened its 

governance by creating a 

Research and Expertise 

Guidance Committee 

(CORE) as an offshoot 

of its Scientific Council. 

Committee members 

include elected officials, 

trade unions, NGOs 

and representatives 

of the business and 

academic communities 

and government. The 

committee helps to define 

Ineris' programmes of 

work, and I particularly 

appreciate Colas' 

and renew and update action plans. Specific 

objectives and more precisely targeted feedback 

are defined with some of them. Operating managers 

are backed up by managers responsible for 

occupational safety, energy, environment, quality, 

health, diversity, road safety, etc. in accordance 

with Colas’ decentralised organisation. The organisational 

challenge is to strike a balance between 

contributions from staff and the necessary coherence 

ensured by senior management. In 2011, 

consideration was given to the vitality and renewal 

of formal quality management systems. 

commitment and 

assiduity. The committee 

enables Ineris to discuss 

issues more widely 

upstream. It helps us to 

ensure that we are in 

tune with what society 

expects and encourages 

a climate of trust and 

attentiveness when we 

present our results. 

Colas' involvement also 

provides an opportunity 

for elected officials 

and NGOs to better 

understand – and in some 

cases find out about – the 

viewpoints, questions 

and expectations of 

industry representatives, 

and vice versa. It lays 

the foundations for 

developing relations of 

trust that are essential 

where risk is concerned." 

Reporting software was rolled out worldwide in 

2010 to unify all indicators throughout the 770 legal 

entities represented in Colas’ extra-financial reporting 

software. 2011 was dominated by improvements 

in the use of the software, which precisely 

defines the indicators: 1 

> minority interests are taken into account, 

> the reliability of figures was improved with a view 

to their subsequent certification, 

> new indicators were added (alternative transport, 

biodiversity, etc.) and their reliability is 

being verified. 

Colas' three strategic challenges 

Renewing and enhancing human 

resources 2 

Colas has to ensure generational renewal. Its 

human capital and the enhancement of its human 

resources are vital to the company’s success and 

continued existence. The key issues at stake are 

recruitment, diversity, loyalty and training. 

Recruitment 

Colas continued to recruit in 2011, hiring over 

5,700 new employees (4,500 in 2010), including 

nearly 3,000 in mainland France. The recruitment 

policy is backed up by communication campaigns, 

regular contact with educational institutions at all 

levels in the countries where Colas operates, and 

tracking tools currently being implemented in the 

human resources information system. People 

often join Colas after initial experience with the 

company, as interns (2,136 in 2011, 488 of them 

outside France; the equivalent figures for 2010 

were 2,260 and 275), on work/study contracts at 

all levels of qualification (559, compared with 380 

in 2010) or on temporary contracts. This enables 

the company and the potential candidate to get to 

know and assess each other before entering into 

a more permanent relationship. 

Workforce 

The total headcount fell by 3.9% in 2011. Staff 

mobility and the synergies achieved in recent 

years, together with the signing of several major 

contracts, enabled structures to adapt in order to 

keep downsizing to a minimum. 

In France, Aximum is implementing a job-saving 

plan in its electronic products division. Following 

the transfer of 37 jobs from one site to another, 

seven employees agreed to move. The remainder 

were offered other jobs in the Colas group. 

In Central Europe, ongoing organisational adaptation 

measures due to a further decline in business 

resulted in 997 redundancies (131 in Croatia, 211 in 

Hungary, 30 in the Czech Republic, 606 in Romania 

and 19 in Slovakia). In Romania, 80 employees 

were redeployed within the Colas group. The sale 

of SCCF Iasi to a local firm, concluded in late 2011, 

included a guarantee to keep staff. 

In Benin and Togo, following a sharp fall in activity, 

Colas introduced support measures for a redundancy 

plan involving 42 employees, going further 

than statutory requirements. 

Diversity 

Diversity is a key priority for progress. The action 

plan launched in 2010 was continued and extended. 

Initiatives included brochures, poster campaigns, 

the appointment of diversity officers in 

subsidiaries and training for managers. 

> Integration: Colas continued its partnership 

with Epide (a French Defence Ministry integration 

agency) and maintained integration contracts 

with local bodies, on tramway projects, 

for example, in mainland France and French 

overseas départements. Outside France, many 

subsidiaries are stepping up their efforts to 

recruit in employment black spots and to integrate 

the long-term unemployed, especially in 

Australia, Belgium, Benin, Djibouti, Madagascar, 

Switzerland and the United States. 

> Disability: a preliminary agreement was concluded 

with Agefiph, a fund to promote the 

employment of disabled people, in 2009, with 

the aim of raising the employment rate (direct 

and indirect) of disabled workers to 3.5% by 

early 2013. After an initial audit phase and the 

preparation of action plans for subsidiaries in 

mainland France, a two-year agreement with 

Agefiph was signed in May 2011, providing 

amongst other things for awareness-raising 

initiatives, measures to integrate disabled 

workers and keep them in employment and the 

expansion of contracts with the sheltered sector. 

Afnor: French standards body - COS: Strategic Guidance Committee of the French Biodiversity Research Foundation - CORE: Research and Expertise Guidance Committee at Ineris - Ineris: French environmental safety institute – Epide: French Defence Ministry integration agency, under the aegis of the 

Defence, Employment and Urban Affairs Ministries – FRB: French Biodiversity Research Foundation 

(1) Guide to extra-financial reporting methodology available on the Colas website (2) Key element for Colas of ISO 26000 Core Subject 4 (Labour Practices) 


Securing acceptance of 

production sites 

Colas manages a large number of sites producing 

construction materials such as aggregates, readymix 

concrete, asphalt mixes, bitumen and emulsions. 

Acceptance of production sites, especially 

by local residents, is a highly sensitive issue. Action 

plans focus on two aspects in particular. 

Exemplary behaviour 

Each site has a duty to take action for progress 

that goes beyond mere compliance with the 

regulations. The preferred way of achieving this 

outcome is through environmental certification, 

such as ISO 14001. Progress is measured and 

documented by means of environmental checklists 

that form an integral part of the operational internal 

control system, covering most materials production 

worldwide. 1,700 Colas sites and plants around 

the world conduct an annual assessment of their 

progress based on a questionnaire containing 

over 100 factual questions on matters such as 

conditions for storing chemicals and liquids, risk 

prevention measures (water, air, waste, safety, 

noise) and formal procedures for dialogue with 

local stakeholders. Colas’ Environment department 

consolidates and analyses the answers and 

communicates the results and the action plans 

derived from them, helping to drive continuous 

improvement within individual operating units and 

in overall performance. 

> Gender equality: women accounted for 8.3% 

of the workforce in France and 10.6% outside 

France in 2011, compared with 8.1% and 10.2% 

in 2010. Actions for improvement have been 

defined, drawing on the results of a study of 

women’s career paths in French subsidiaries. 

Senior management has asked for action to 

be taken to increase the number of women, 

even in traditionally male jobs, and for practical 

measures in areas such as the organisation of 

work, equal treatment and equal promotion. 

> Older workers: Colas subsidiaries in mainland 

France have taken steps to favour the employment 

of older workers following an agreement 

with the social partners concluded in late 2009. 

Under the agreement, the minimum employment 

rate of employees aged 55 and over is set at 9%. 

Loyalty 

In France as elsewhere, employees are paid 

more than the minimum wage. 1 Depending on 

local legislation, they also receive benefits in 

areas such as retirement, welfare, healthcare and 

employee savings. Pay is performance-related, 

with a fixed part and a variable component linked 

to assessment interviews. Profit centres are free 

to adapt this policy to their local market, subject 

to centralised monitoring. In France, profit-sharing 

agreements give employees a direct stake in the 

success of Colas and the Group. Outside France, 

work on harmonising benefits within each major 

region continued. 

To enhance the labour relations dialogue beyond 

the representative bodies established under each 

country’s labour laws (336 works councils in France 

and 20 central councils, for example), new HR 

management positions have been created in non- 

French subsidiaries and innovative initiatives such 

as employee satisfaction indices and discussion 

forums on HR issues are encouraged. 

Training, mobility and internal promotion 

As in 2010, the training budget represented 4% 

of the payroll in France and 2.5% of the payroll 

outside France. Training plans cover all categories 

of staff, whatever their level, including temporary 

staff, and all spheres of activity. In addition to basic 

training, content is constantly evolving in support 

of current action plans relating to issues such as 

contract-based management, safety, individual 

The transmission of know-how 

begins with the induction process and 

continues throughout working life 

assessments, ethics, diversity and the environment. 

The members of a training group develop 

exchanges with each other that strengthen the 

corporate culture. Colas’ substantial and proactive 

investment in training helps to convey a whole set 

of values. The transmission of know-how begins 

with the induction process and continues throughout 

working life with tutoring, mentoring and the 

development of work experience accreditation 

certificates (79 employees in 2011, up from 61 in 

2010). The 924 members of the Compagnons de la 

Route guild ensure that the values and techniques 

of the Colas group are transmitted to field workers. 

Internal promotion and mobility are an integral part 

of Colas’ managerial culture. Mobility is both the 

condition for adaptation to changing markets and, 

through broader experience, a key aspect of career 

development. In order to strengthen mobility, the 

Executive Committee introduced a questionnaire 

in 2011 to inspire vocations and help circulate 

information better. Annual individual assessments 

are a priority for organising career paths and preparing 

future senior executives: their effective use 

is now one of the criteria for assessing managers’ 

performance, along with their safety record. 

At end-2011, 80% of sales from Colas’ industrial 

output worldwide were covered by either a certification 

scheme or an environmental checklist and 

the aim is to increase the coverage rate to 90% in 

the near future. 

Construction materials produced (aggregates, 

binders, asphalt mixes, concrete, mastic asphalt, 

Agefiph: Fund to promote the employment of disabled people 

(1) See Extra-financial indicators below p. 98-99 


2 


and CSR 

Colas 

bitumen, paints, etc.) comply with the relevant 

standards or certification schemes in all countries 

(MSDS, CE Marking and REACH in the European 

Union, etc.) and are also covered by voluntary 

certification schemes such as Eco-Profiles. 

A new programme was launched in 2011 to 

strengthen and enhance the contribution to biodiversity 

made by quarries and gravel pits. Each 

active site identifies an endangered species found 

there and undertakes to favour its development and 

study it in partnership with scientists, transparently 

with regard to local residents (the gravel pits at 

Naujac-sur-Mer and Hinguer are examples of this 

approach). 1 If no endangered species are identified, 

bee-hives are installed. A quarter of sites are 

now estimated to comply with the key elements of 

these criteria. 

Initiating dialogue with local residents 2 

Dialogue with local residents is a means of listening 

to expectations, explaining the practical requirements 

of operating production sites and achieving 

better mutual understanding in order to head off 

crisis situations. In 2011, 44% of sales from Colas' 

industrial output were covered by a local dialogue 

structure (46% in 2010 on a smaller scope). This 

still falls short of the objective of exceeding 50% in 

the near future. 

The direct environmental impacts of Colas' worksites 

activities are relatively slight: 

> New work accounts for less than 20% of total 

works sales. The environmental impact is 

assessed at the design stage and Colas' action 

is generally limited to implementing and improving 

customers' environmental protection plans 

during the construction phase. 

> Regular business (the average amount of a 

Colas project is under €100,000) involves 

maintaining or redeveloping existing roads or 

railway track. In surroundings that are already 

man-made, environmental issues are mostly 

limited to the management of liquid products 

and waste, most of it inert. 

In addition to initiatives designed to encourage 

peaceful coexistence between industrial sites and 

local residents, some construction techniques 

and methods for rehabilitating pipes and mains 

without digging have been developed, along with 

noise-reducing surfacings such as Nanosoft ® and 

Rugosoft ® . Popular with local residents and users 

(surface noise is recognised as having the biggest 

environmental impact), nearly 1 million m² of the 

surfacing were laid in 2011. 

Business ethics 

Compliance with business ethics is an inalienable 

principle at Colas and a key element 3 of the 

internal control system. The overriding necessity of 

applying ethical principles is regularly reaffirmed 

at meetings with staff most exposed to the risk of 

ethical failings in their line of work. A systematic 

policy of executive training is in place and updated 

each year and the Bouygues group Code of Ethics 

is circulated to all employees. Fair and open 

competition offers the best conditions for Colas 

to promote its know-how and develop long-term 

partnerships with its customers. Transparency and 

the circulation of information are also guarantees of 

effective cooperation and fulfilment at managerial 

level: loyalty and motivation are stimulated when 

individual and corporate values coincide. 

Colas takes a range of practical measures, often 

teaming up with independent partners. With AQP it 

has introduced a secure weighing system at French 

asphalt plants to ensure the traceability of deliveries, 

while auctions of pre-owned civil engineering 

equipment take place under the supervision of 

Tracfin, the French money-laundering watchdog, 

to avoid illegal cash transactions and money 

laundering. 

The five other major challenges 

Safety 

Safety 4 has been a top priority for Colas for many 

years. 

Preventing industrial accidents 

The targets set in 2005 were achieved in 2010 

and new targets have been set for 2015: reducing 

the accident frequency rate 5 for permanent staff 

to under 5 in France and 3 elsewhere, halving the 

frequency rate for temporary staff, increasing the 

number of profit centres with no industrial accidents 

to more than 300 in mainland France and increasing 

the number of employees with workplace firstaid 

training to more than 35% of the headcount 

worldwide, ensuring that there are at least two 

employees with first-aid training on each worksite. 

Colas’ accident prevention policy is supported by a 

host of initiatives backed up by coordinators with a 

day-to-day accident prevention role on the ground. 

They include risk assessment, awareness-raising 

campaigns using software applications and other 

resources, safety competitions, presentations of 

safety instructions, video analysis of behaviour and 

a unit to monitor serious and fatal accidents. Safety 

indices deteriorated in 2011, despite the efforts of 

management and prevention coordinators, to 5.50 

in mainland France and 1.42 outside France. As 

a result, each subsidiary has been instructed to 

draw up new action plans. Many units have safety 

certification (OHSAS 18001, MASE, ILO, etc.), 

accounting for 37% of sales (mainland France 

and international), the same as in 2010. First-aid 

training benefits colleagues, family, friends and 

society in general while also raising awareness of 

safety issues. 19,946 employees had workplace 

first-aid certificates in 2011, representing 32% of 

the workforce (31% in 2010). 

Road safety 6 

Colas has taken a highly proactive approach to preventing 

road accidents since 1997, when it signed 

the first road safety charter in France. The charter 

has been renewed three times and supplemented 

by a European charter that has also been renewed. 

A network of over 500 road safety officers pass on 

safe driving and accident avoidance advice and 

help with the organisation of work. Over 33,000 

handbooks on safe and fuel-efficient driving were 

issued to plant operators and vehicle drivers in 

2010 and 2011, while an energy-saving campaign 

provided an opportunity to remind drivers of the 

safety benefits of eco-driving. 

The accident frequency rate involving company 

vehicles in France was virtually stable in 2011 at 

its lowest level since 1997 (0.083 in 2011, 0.082 

in 2010). The frequency rate has fallen by 62% 

in 14 years even while the plant and vehicle fleet 

has increased by 98%. The road safety policy is 

gradually being extended to all the countries where 

Colas operates. 

Health 

Colas has a health protection policy designed to 

encourage healthy living, including measures like 

a back clinic at Colas Belgium and healthcare partnerships 

in the United States. The Ergomat project 

to improve equipment design and adapt plant for 

older workers has been launched in France and 

is being rolled out elsewhere. In France, Colas is 

playing an active part in identifying factors in each 

type of job that make work arduous, such as noise, 

AQP: Association Qualité-Pesage - MSDS: Material Safety Data Sheet, used mainly in OECD countries - REACH: EU Regulation on the Registration, Evaluation, Authorisation and Restriction of Chemicals - Tracfin: French money-laundering watchdog 

(1) See also the video on biodiversity in quarries in the interactive version of Bouygues' In Brief on the bouygues.com website (2) Key element for Colas of ISO 26000 Core Subject 6 (Community Involvement and Development) (3) Key element for Colas of ISO 26000 Core Subject 2 (Fair Operating Practices) 

(4) Key element for Colas of ISO 26000 Core Subject 4 (Labour Practices) (5) Number of industrial accidents involving time off work x 1,000,000 / number of hours worked (6) A highly relevant issue for Colas for ISO 26000 Core Subject 7 (Consumer Issues), also relevant to Core Subjects 4 (Labour Practices) 

and 6 (Community Involvement and Development) 


vibration and working posture. Dust reduction and 

stress programmes are continuing. In France, an 

anti-addiction toolkit has been developed and 

circulated. Random workplace drug and alcohol 

testing is carried out in those countries that permit 

it. The chemical hazard prevention policy is dealt 

with in the Risk factors section of this document. 1 

Social responsibility in southern 

hemisphere countries 

Infrastructure is not exportable. It is built locally, 

with local human resources. Infrastructure work is 

highly sensitive to the cost of transporting heavy 

plant and subject to very short lead times (a few 

hours for laying concrete or applying asphalt mix). 

For Colas, the aim of its international presence is 

not to relocate operations to low-cost countries but 


Jim Melius 1 . DrPH, MD (medical practitioner and 

public health expert) 

"People working in the 

asphalt paving industry 

should not be concerned 

about this new IARC 2 

classification. The two key 

animal studies on paving 

asphalt did not show 

any evidence of cancer 

risk, and the major IARC 

cancer study of people 

working in the paving 

industry in Europe did not 

show any increased risk 

for cancer. In conclusion, 

a possible hazard but no 

indication of any risk." 

to seek opportunities for growth and to balance 

country risks. 

In Morocco and Madagascar, where the group 

has had extensive operations for over 50 years, 

and countries like South Africa, Benin, Djibouti, 

Indonesia, Togo and Gabon, where its operations 

are more recent or on a smaller scale, Colas contributes 

to economic, social and cultural development, 

growth and environmental protection in 

addition to carrying out its regular projects. 2 

> Labour relations: Colas implements a proactive 

human resources policy in terms of pay 

and benefits, training and promotion, etc. 

> Health: initiatives focus not only on staff and 

their families but also on local populations, 

(1) After working at the National Institute for Occupational Safety and Health and serving on various committees of 

the National Academy of Sciences in the United States, Dr. Melius, an occupational health expert, joined LIUNA, the 

Laborers International Union of North America, affiliated to AFL-CIO, as Administrator. He also chairs the Steering 

Committee of the WTC Medical Monitoring and Treatment Program set up after the collapse of the Twin Towers in 

September 2001. He was one of the experts to contribute to the IARC monograph on bitumen published in 

October 2011. 

(2) International Agency for Research on Cancer, an agency of the World Health Organisation (WHO) 

including health visits, dispensaries, HIV/AIDS 

prevention, anti-malaria campaigns, etc. 

> Environment: priority is given to protecting 

biodiversity, combating deforestation and cutting 

waste. 

> Society: Colas sponsors educational projects 

and participates in water distribution and installation 

of main services during its operations, and 

provides assistance when disasters like fires or 

floods hit local populations. 

> Human rights: Colas’ policy is based on dignity 

and recognition of local staff and ethical 

behaviour towards local people, especially 

subcontractors and suppliers. 3 If staff are themselves 

respected, they naturally promote human 

rights in their professional relations with the rest 

of society. 

Energy and greenhouse gases 4 

The carbon constraint will affect the entire economic 

environment. Aware of the need to adapt, 

Colas offers a range of lower-carbon products 

and technologies and is rolling out action plans to 

improve its own energy efficiency. 

Energy consumption and efficiency 

> Overall assessment: Colas finished calculating 

its consolidated global carbon footprint in 

2010 (Scope 3a, internal and upstream, using 

the ISO 14064 methodology). The updated 

figure in 2011 was stable at 12 million tonnes 

of CO 2 

equivalent, consistent with expectations 

and with segmentation, in which bulk materials 

continue to dominate. It is important to bear in 

mind that there is still a 20% margin of error 

with this kind of consolidated figure, despite the 

quality of the work carried out and the fact that 

vertical integration gives Colas relatively easy 

access to most upstream data. However, the 

calculation gives a useful and necessary order 

of magnitude for evaluating the amount of CO 2 

emissions avoided by the Colas group through 

precise, measured actions (160,000 tonnes in 

2011 compared with 130,000 tonnes in 2010, 

representing 1.5% of the total). It also provides 

a better foundation for the segmentation of the 

carbon footprint from which action plans can be 

drawn up. 5 

> Measurement: making Colas more energyefficient 

means measuring its fossil fuel consumption 

(electricity accounts for only a small 

proportion of its energy footprint). While it is 

relatively simple to monitor the burner consumption 

of Colas’ 580 asphalt plants, it is much more 

complicated to track the consumption of the 

70,000 vehicles and items of plant used in 800 

profit centres and 1,400 production sites. Colas 

has equipped 2,000 machines and vehicles 

with tracking devices and held discussions with 

equipment suppliers on transmission standards 

and real-time data recovery. 

> Workforce mobilisation: Colas has set a target 

for vehicle drivers and plant operators to reduce 

fuel consumption by 20% through eco-driving 

techniques and by encouraging drivers not 

to leave engines idling. The campaign has a 

"three times better" theme: better for efficiency, 

better for safety, better for the environment. 

Measurement remains difficult, but the level of 

commitment is obvious and the campaign is 

making headway in the workforce. 

> Asphalt plants: burner fuel consumption rose 

by 3% (18,000 tonnes of CO 2 

equivalent) but 

remained stable like-for-like. 

More broadly, energy efficiency is now a wellidentified 

issue at Colas. A project team was set 

up in early 2012 to give further impetus to efforts 

(1) See Chemical hazards and Business-specific risks (2) A particular aspect of ISO 26000 Core Subjects 3, 4 and 6 (3) ISO 26000 Core Subject 2 (Fair Operating Practices) (4) Key element for Colas of ISO 26000 Core Subject 6 (Community Involvement and Development) (5) For the corresponding diagrams, 

see the Energy/Carbon section in Corporate, social and environmental responsibility in The Group section of this document. 


2 


and CSR 

Colas 

to reduce energy consumption and generate tracking 

indicators. 

Energy content of products and services 

> Eco-alternatives: through the trade body 

USIRF, Colas and the rest of the roads industry in 

France have developed a shared extranet ecocomparer 

in order to evaluate eco-alternatives. 

Called Seve ® , it came online in 2010 and was 

opened to customers in late 2011. The scheme 

received official encouragement from the French 

Ecology Ministry with the signature of a charter 

in March 2009. In 2011, eco-alternatives proposed 

by Colas and accepted by customers 

represented 29,000 tonnes of CO 2 

not emitted 

(21,000 in 2010); the take-up rate for proposed 

eco-alternatives was 16% compared with 28% 

in the previous year. Outside France, in 2011 

Colas embarked on a plan to adapt the software 

for Indian Ocean countries and territories, since 

it has been designed for easy translation and 

its database can be easily adapted from one 

country to another. 

> Néophalte BT ® , 3E ® asphalt mix, Ecomat ® , etc. 

Industrial production of low-temperature mastic 

asphalt and asphalt mixes rose from 6% of total 

output in 2010 to over 12% in 2011, meaning 

that subsidiaries exceeded their target of almost 

doubling output to 11% on a consolidated basis. 

The highest levels of production as a proportion 

of total output were achieved by American roads 

subsidiaries (32%) and Smac (100%). As well 

as offering energy savings of 10 to 30%, the 

products also cut emissions of fumes by 70 to 

90%. A target of over 50% in 2018 is regarded 

as achievable. 

> Végéroute products use plant-based instead 

of oil-based components which cut application 

and manufacturing temperatures and even 

reduce the quantities required. The range 

includes Végéflux ® , a fluxing agent, V and 

Végéclair ® binders, Ostréa ® , a hot road marking 

product, Neogreen emulsion and various 

asphalt mixes such as Compomac V ® . With each 

usage the carbon sink effect ensures a positive 

CO 2 

balance. 

> Photovoltaic roofing: electricity purchase 

prices were slashed in 2011, with the result that 

installed capacity fell from 18.5 MWp in 2010 to 

8.8 MWp. Smac is now focusing on developing 

products that reduce building energy consumption, 

especially innovative façades. 

Recycling 

Recycling is a natural growth area: Colas is a major 

producer and user of construction materials, since 

the civil engineering industry is a particularly large 

consumer of bulk materials. Roadbuilding is therefore 

an important area for the use of recycled materials. 

As well as being a key part of ISO 26000 Core 

Subject 3 (Environment) for Colas, it is also in the 

economic interest of customers – one of the three pillars 

of responsible development – since they benefit 

from cheaper materials. 

Recycling platforms 

Production of recycled materials rose by 17% in 

2011, while output from Colas quarries and gravel 

pits rose by only 9%. 1 11 million tonnes of materials 

(spoil, mastic asphalt from pavements, concrete 

demolition rubble, slag and clinker) were recycled 

in 2011 compared with 9 million tonnes in 2010 and 

8.7 million tonnes in 2009, equivalent to 14% of 

Colas’ total production of aggregates (11% in 2010) 

or the output of 32 quarries. 2 Production of recycled 

materials is rising faster than that of new materials. 

Asphalt mixes 

Colas’ production of asphalt mixes incorporated 

12% of recycled asphalt pavement on average 

(10% in 2010), representing a saving of almost 

5 million tonnes of aggregates and about 230,000 

tonnes of bitumen, equivalent to the output of a 

medium-sized refinery and 87,000 tonnes of CO 2 

not emitted. Recycling rates vary considerably, 

from 17 to 22% in Belgium, Switzerland and the 

United States to 9% in France (7.2% in 2010), a 

significant advance (the target for France is 12% in 

2012). Given that a rate of 20 to 25% would mean 

that all the asphalt mix that could be recycled had 

been recycled, Colas is half-way to the theoretical 

maximum. 

In-place recycling 

In-place recycling continued to make progress, 

representing over 8.6 million m² of road surface 

in 2011 (7.8 million m² in 2010), mostly in North 

America, the United Kingdom and West and 

Central Africa, using a whole range of techniques 

(Valorcol ® , Recycold ® , etc.). This represents the 

equivalent of a two-lane motorway from Bordeaux 

to Brussels. 

Chemical hazards 

Colas aims to actively control the risk of chemical 

hazards and has set itself a number of priorities. 

> Solvents: scrapping the use of solvents in laboratories, 

solvent-based degreasing fountains in 

workshops and toluene in road paints. 

> Pigments: scrapping the use of heavy metalbased 

pigments in paints, research into a nonpowder 

formulation. 

> Non-stick products: scrapping the use of fuel 

oil for the application of asphalt mix and replacing 

it with plant-based alternatives. 

> Bitumen fumes (see also Business-specific 

risks in the Risk factors section): Colas proactively 

promotes warm asphalt mixes, which 

generate virtually no fumes and save energy: 

the percentage of warm asphalt mixes jumped 

from 6% in 2010 to over 12% in 2011, driven by 

the United States, where the figure now exceeds 

30%. Roll-out is under way in North America, 

South Korea, Western and Central Europe, 

France (mainland and overseas départements), 

Gabon, Madagascar, Morocco, Mauritius, etc. 3 

> Resins: Greencoat research project with several 

partners and support from ANR, the French 

national research agency, in the context of the 

ChemSuD foundation and chair. 

> Waste oil: control over disposal or recycling 

in all countries, since oil waste is the main 

form of hazardous waste produced by Colas. 

Consolidated global figures indicate that 67% 

of waste oil is recovered (56% in 2010). The 

optimum figure is estimated to be around 80%, 

taking account of inventory effects and the 

amount consumed by plant and machinery. 

Dialogue with civil society 4 

In addition to these strategic and major challenges, 

Colas is attentive to issues that have caught the 

attention of society at large and engages in debate 

on them. 

The road-rail debate 

As Colas has a substantial share of the market for 

both road and rail works in many countries, including 

France and the UK, it is able to see both sides 

of the debate between the two forms of transport. 

Colas also uses alternative transport modes – rail 

or waterway – for its own needs, representing over 

1 billion tonne kilometres 5 in 2011. Since the real 

ANR: French National Research Agency 

(1) Based on comprehensive proportional consolidation, not a notional "Group share" of output (2) On the basis of the average output of a Colas permanent quarry producing more than 100,000 tonnes per year (3) See Business-specific risks (4) For Colas, whose businesses are at the heart sustainable 

development issues, this is an integral part of ISO 26000 Core Subject 6 (Community Involvement and Development). See www.colas.com for a fuller analysis. (5) Tonnage transported multiplied by the distance covered in kilometres 


Colas is rehabilitating 

pathways in the grounds 

of the Château de Versailles 

under a skills 

sponsorship agreement 

such as safety, quality, controls of illegal labour, 

regulatory compliance, design and proper use of 

equipment, etc. Colas is trying out various methods 

for rating suppliers, though it is not possible 

to cover all of them. Supplier audits are being 

introduced in France. A risk assessment is also 

being conducted to target priority categories of 

purchases. 

As far as purchasing from southern hemisphere 

countries is concerned, the question of transferring 

production is of negligible importance for Colas 

because of the nature of its business, though its 

presence in these countries is an issue. 1 

Involvement in community life, support 

for projects 

Sponsorship initiatives are mainly local, managed 

by subsidiaries and their profit centres. In 

mainland France, Colas again spent €2.5 million 

on sponsorship, mainly sporting (50%) or cultural 

(40%). Outside France the proportions are different: 

30% for sport, 20% for humanitarian aid, 15% for 

education and 10% for culture, in a budget that also 

remained unchanged at €1.1 million. 

The parent company rehabilitated pathways in the 

grounds of the Château de Versailles Palace under 

a skills sponsorship agreement, commissioned 

paintings for the Colas Foundation and sponsored 

Akram Khan, an international dance company, 

and the GoodPlanet Foundation’s "On the Road to 

School" initiative for access to education, at a total 

cost of €1.5 million. 

scope for any transfer between the two is rather 

limited, Colas’ priority is to improve the situation 

in each one, applying a policy of technical and 

methodological innovation that favours balanced, 

multimodal transport. 

Lifecycle cost of public infrastructure 

Colas defends a partnership approach that focuses 

on lifecycle cost and favours innovative forms of 

public procurement like PPP, PFI, MAC and concessions. 

Infrastructure that is designed and built 

for the long term and regularly maintained offers 

the best return on investment and reduces the consumption 

of resources. Contracts in various stages 

of completion and operation include concessions 

for the Rheims tramway and the A41 and A63 

motorways in northern and south-western France 

respectively, PPP contracts for the M6-M60 motorway 

in Hungary, the Vichy bypass, public lighting 

and roads in Plessis-Robinson, near Paris, and 

public lighting in Libourne (France), a PFI contract 

for urban road maintenance in Portsmouth (UK), an 

EPC for public lighting and traffic lights in Paris, 

four MAC maintenance contracts in the UK covering 

a third of the national road network, five similar 

CMA contracts in Alberta and Red Deer County in 

Canada and two MAC-type rail contracts in the UK. 


Colas' network of more than 100,000 suppliers and 

subcontractors around the world can be divided 

into six categories: local subcontractors, local 

materials suppliers, global raw materials suppliers, 

national or international equipment suppliers, 

national or international service providers and 

miscellaneous suppliers. 

Work has been carried out to identify each category 

and the extent of freedom in relation to them, 

and to define responsible purchasing priorities 


Kadarusman Loba, lecturer at Apsor 1 

"I could never have 

imagined what is 

happening to me, even in 

my dreams: I am preparing 

a doctoral thesis at Paul 

Sabatier University in 

Toulouse. 

My thesis is on the 

rainbow fish, a species 

that has almost 

disappeared. It was 

found in a karst zone of 

Papua (Indonesia) during 

the Lengguru mission, a 

major multi-disciplinary 

scientific expedition. 

The mission was 

instigated by the IRD 2 

with other international 

and local institutions like 

Apsor. 

Each year from 2007 

until the last expedition 

in 2010, ABS and Wasco 3 

generously supported 

this scientific biodiversity 

research mission. It was 

the first time we came into 

contact with each other 

on the long path that has 

led me to an international 

project to protect the 

rainbow fish. 

I know the managers and 

people of ABS and Wasco 

well and I keep them 

regularly informed of the 

results of our expeditions 

and my research. They 

are genuinely interested 

in protecting the 

environment." 

(1) Sorong Fishery Academy, 

Indonesia 

(2) French Development Research 

Institute 

(3) Colas subsidiaries in Indonesia 

CMA: Contract Maintenance Area (Canada) - EPC: Energy Performance Contract - MAC: Managing Agent Contractors (UK) - PFI: Private Finance Initiative - PPP: Public-Private Partnership 

(1) See Social responsibility in southern hemisphere countries 



2 


and CSR 

Colas 


Promote local dialogue and the 

acceptance of materials production 

sites 

Sales from industrial output 

covered by a local dialogue 

structure (scope: global) 

% 46 44 

> Change of scope in 2011 

> Policy now well-accepted everywhere, 

especially for quarries and gravel pits 

> Achieve 50% coverage 

In most countries, propose 

alternatives that reduce 

greenhouse gas emissions 

Greenhouse gas reductions 

proposed to customers as 

alternatives 

Tonnes 

CO 2 

eq. 

75,000 180,000 

> After the development of ÉcologicieL ®(a) , subsequently 

incorporated into Seve ®(b) , an eco-comparison tool 

shared by the entire roads industry, a year of stabilisation 

for the tool and its acceptance by users 

> In France: step up the use of Seve ® (roads) and 

Éco-Cana (pipes and mains) 

> Internationally, roll out the multilingual version 

of Seve ® in at least one country 

Greenhouse gas reductions 

accepted by customers 

Tonnes 

CO 2 

eq. 

21,000 29,000 

Encourage the recycling 

of asphalt mix during production 

to save aggregates and bitumen 

and reduce greenhouse 

gas emissions 

Recycled asphalt pavement 

as a proportion of Colas' 

global production of 

asphalt mixes 

(scope: global) 

% 10 12 

> Now-rapid increase in the proportion, catching up with the 

leading countries 

> Continue catching up to achieve an average 

recycling rate of 15% in Colas' production of 

asphalt mixes by 2015 

Promote warm asphalt mixes 

and mastic asphalt (3E ® , EcoMat, 

etc.) to save energy and reduce 

exposure to fumes 

Warm asphalt mixes as a 

proportion of Colas' global 

production of asphalt mixes 

% 6 12 

> Technique relatively widely used in the United States and 

making significant progress in the rest of the world 

> Maintain strong growth and aim for all-warm 

asphalt mix production at some sites in North 

America and Europe 

Give staff first-aid training 

Percentage of the workforce 

with a workplace first-aid 

certificate 

(scope: global) 

% 31 32 

> Programme has reached a certain stage of maturity 

> 2011 target achieved: almost 19,950 employees have a 

workplace first-aid certificate 

> Continue the training programme to reach 35% 

of the workforce in 2015, focusing in particular 

on worksite managers 

(a) eco-comparison software 

(b) software used by the roads industry that allows customers to evaluate eco-alternatives during calls for tender 



Quality 

Lifecycle cost 


Eco-alternatives 

Workforce 

Women 

Recruitment 

Pay 

Training 

Sales covered by a quality certification scheme 

Global 

(excl. United 

States and 

Canada a ) 

% 92 90 90 

Public-Private Partnerships (PPP) and concessions: contracts concluded or in progress 

favouring a lifecycle cost approach for the benefit of customers 

Global Number 13 17 20 

Number of proposals with eco-alternatives and eco-comparison 

Number 1,055 1,157 1,148 

France 

Take-up rate of eco-alternatives with eco-comparison % 7 28 16 

France 

38,896 38,367 37,892 

Average headcount 

International Number 

32,422 30,528 28,310 

Global 71,318 68,895 66,202 

Site workers 

France 

0.56 0.57 0.51 

International 4.35 5.77 6.09 

Managerial staff 

France 18.85 18.74 18.83 

% 


Total 

France 8.21 8.12 8.25 


Site workers 

3,645 2,930 3,608 

Managerial staff 2,125 1,608 2,103 

Global 

Number 

Total 5,770 4,538 5,711 

Interns 2,495 2,258 2,136 

Total workforce in the country 

Number 38,896 38,367 35,429 

Average pay, Colas plant operator 

France 

Multiple of statutory 

1.48 1.51 1.53 

Average pay, Colas site manager minimum wage 

2.04 2.12 2.04 

Total workforce in the the country 

Number 4,518 4,548 4,815 


United States Multiple of statutory 

3.48 3.59 3.65 


4.99 4.07 4.2 


Number 4,817 2,839 2,382 


Madagascar Multiple of statutory 

4.94 3.43 2.28 


9.74 7.82 5.92 


Number 2,223 1,941 1,785 


Morocco Multiple of statutory 

2.4 2.43 3.1 


6.28 5.93 5.29 

Training dispensed 

France 

29,500 30,200 34,138 

Number of actions 

International 64,300 71,900 72,320 

France 

530,000 490,600 580,072 

Hours 

International 454,100 484,800 493,156 

Site workers 

51 52 51 

Clerical/technical/supervisory 27 27 28.5 

France % of hours dispensed 

Managerial 22 21 20.5 

Safety 32 38 39 

Reporting 

framework 

GRI PR5 

ISO 26000 6.7 

GRI EC9 

ISO 26000 6.7 

GRI LA1 

ISO 26000 6.4 

GRI LA1 

ISO 26000 6.4 

Internal 

ISO 26000 6.4 

GRI EC5 

ISO 26000 6.4 

GRI LA10 

ISO 26000 6.4 


2 


and CSR 

Colas 


Reporting 

framework 

Safety 

France - 4.06 4.79 5.5 GRI LA7 

Occupational safety index 

International - 1.14 0.97 1.42 ISO 26000 6.4 

Road accidents (number of accidents involving a third party per vehicle) 

France 

0.084 0.082 0.083 Internal 

% 

Employees with up-to-date occupational first-aid training Global 29 31 32 ISO 26000 6.4 

Society Sales from materials production sites covered by a local dialogue structure Global % 32 46 44 b GRI SO1 

ISO 26000 6.5 

Certification Sales from materials production sites covered by an environmental certification scheme Global % 57 58 59 

Control 

Sales from materials production sites covered by an environmental certification scheme or 

a formal internal control system (self-assessment checklists combined with validated action 

plans) 

Global % - 77 80 

ISO 26000 6.5 

Recycling 

Proportion of raw materials recycled in Colas plants in relation to output from Colas quarries 

10 11 14 

and gravel pits 

% 

Global 

Proportion of planed materials in production of asphalt mix 9 10 12 

Pavement recycled in-place Million m 2 7.6 7.8 8.6 

Carbon footprint (Scope 3a: cradle to gate) 

Million tonnes 

CO 2 

eq. 

- 12 12 

GRI EN2 & EN27 

ISO 26000 6.5 

GRI EN16 

ISO 26000 6.5 

GRI EN5, EN6 

Gain in greenhouse gas emissions from quantitatively measured actions 

190,000 128,000 160,000 & EN18 

ISO 26000 6.5 

Eco-comparer: savings proposed to customers 175,000 75,000 180,000 

Greenhouse gas 

Eco-comparer: savings accepted by customers 13,000 21,000 29,000 

Global 

Emissions avoided by recycling asphalt mix 70,000 76,000 87,000 

Tonnes CO 2 

eq. 

Emissions avoided in asphalt plant burners 100,000 -16,000 c -4,000 

Emissions avoided by the use of Végécol ® and Végéflux ® 7,000 6,000 5,000 

ISO 26000 6.5 

Emissions avoided by the production of warm asphalt mix - 7,000 13,000 

Emissions avoided by in-place recycling of pavement - 31,000 34,000 

Emissions avoided in plant operation - 4,000 4,500 

Production of warm asphalt mix (3E ® , EcoMat, Asphalte BT, etc.) 

Tonnes 750,000 2,375,000 4,400,000 GRI EN5 

Energy and health Warm asphalt mix (3E ® , EcoMat, Asphalte BT, etc.) as a proportion of Colas' total production 

Global 

ISO 26000 6.4 

% - 6 12 

of asphalt mix 

ISO 26000 6.5 

Waste Waste oil recovery rate Global % - 56 67 

GRI EN22, EN26 

ISO 26000 6.5 

(a) Excluded on account of dissimilar reporting frameworks, certification rules and legal doctrine 

(b) Change of scope 

(c) Changes in scope at international level, adverse weather conditions in France, specific energy cost of recycling more asphalt mix, decline in activity, data entry errors in some countries 


The leading private 

television group in France 

The corporate mission of the TF1 group, in the freeview television market, 

is to inform and entertain. It is also present in the pay television sector and 

has diversified on the web and in audiovisual rights, production and licences. 

Key figures 

2011 sales 

€2,620m 

(=) 


10.8% 

(+2 points) 


€183m 

(-20%) 

Employees 

4,122 

Target 

2012 sales 

€2,620m (=) 

Highlights 

> The TF1 channel scored 99 of the 

top 100 audiences 1 in 2011. 

> Best ratings score in 2011, all 

channels combined: 15.4 million 1 

TV viewers for the France/New 

Zealand match in the 

Rugby World Cup (23 October). 

> Digital multi-screen offer grouped 

under MYTF1. 

> 17 million tickets sold for the film 

The Intouchables 2 . 

> Continued efforts as part of 

the Diversity label 

(Afnor Certification). 

(1) Médiamat 2011 by Médiamétrie 

(2) Écran Total at 4 January 2012 

BOUYGUES • 2011 Registration Document • BUSINESS ACTIVITIES AND CSR • TF1 • 100 

Rugby World Cup 

on all TF1 screens

2 


and CSR 

Bouygues TF1 Immobilier 

SALES 

€ million 

2,622 2,620 

2010 2011 2012 

(target) 

NET PROFIT* 

€ million 

228 

2010 

183 

2011 

2,620 


GROUP AUDIENCE SHARE* 

Individuals aged 4 and over 

TF1 TMC NT1 

29.4 

1.6 

3.3 

24.5 

29.1 

1.9 

3.5 

23.7 




230 

2010 

283 

8.8% 10.8% 

2011 

COST OF PROGRAMMES 

€ million 

Exceptional sporting events 

951 

78 

2010 

906 

24 

2011 

FREE VIDEOS WATCHED 

ON CATCH-UP TV 

Million per month 

38 

46 

Condensed balance sheet 

at 31 December 

(e million) 2010 2011 

ASSETS 


























Net surplus cash/(Net debt) 17 (40) 



(e million) 2010 2011 

SALES 2,622 2,620 






• Other operating income and expenses 83 - 


• Cost of net debt (18) 1 

• Other financial income and expenses (3) 5 


• Share of profits and losses of associates 6 (14) 





Outlook for 2012 

The economic environment remains unstable 

in 2012 and the resulting uncertainties are 

generating significant volatility in decisionmaking 

by advertisers. 

Given the situation, TF1 is forecasting stable 

consolidated revenues in 2012. 

The TF1 group nevertheless has some 

substantial assets. It has completed an 

in-depth transformation and is ready to take 

on new challenges. 

è The group will continue to develop its 

freeview multi-channel offer, for the benefit 

of TV viewers and advertisers. 

è TF1's ambitions in new media remain 

strong in 2012, notably based on a robust 

and tried-and-tested digital development 

model. 

è The Group has secured its pay-TV business 

model for the coming three years and 

streamlined most of its diversification 

activities. 

è Cost control in general and programming 

costs in particular remain a priority. 

The Group's healthy financial situation 

is a strength in today's uncertain 

environment. 

The TF1 group will continue its work as a 

responsible corporate citizen with a range 

of social and diversity initiatives. 

TV host 

Denis Brogniart 

2010 2011 

2010 2011 

(*) Médiamétrie BOUYGUES • 2011 Registration Document • BUSINESS ACTIVITIES AND CSR • 101

TF1 has also created a broad range of merchandising 

spin-offs from its main channel, covering 

home shopping and e-tailing, catch-up TV and 

video on demand content, licences, musicals and 

board games. 

(television, web, smartphones, tablets) to match 

new TV viewer behaviour. This approach is also 

reflected in the relationship between the TF1 group 

and its audiences on all platforms, particularly 

social networks. 

TF1 PROFILE 

TF1 is France’s leading mainstream television 

channel. It is also an integrated media group that 

has built up a range of activities in high-growth segments 

alongside its core business. Its corporate 

mission is to inform and entertain 

In freeview television, it is present with: 

> TF1, the channel for major events, ranked no. 1 

in France; 

> TMC, the leading digital terrestrial channel and 

fifth nationwide, and NT1. 

It is also present in pay-TV, with: 

> Eurosport, the leading pan-European sports 

broadcasting platform, received by 129 million 

households; 

> TV Breizh, the no. 1 cable/satellite channel; 

> the Discovery Division (Ushuaïa TV, Histoire, 

Stylía), which sets the standard for multi-channel 

offerings in France; 

Danse avec les stars season 2 

> LCI, a news and current affairs channel; 

> TF6 and Série Club, owned 50% with M6. 

Since 1987, when it was privatised and became 

part of the Bouygues group, TF1 has created new, 

high value-added activities in its main business 

of producing and broadcasting TV programmes. 

The TF1 group’s activities now span the entire value 

chain in the broadcasting industry: 

> upstream in: 

• audiovisual and film production; 

• the acquisition and trading of audiovisual 

rights; 

• movie distribution; 

> downstream in: 

• the sale of advertising slots; 

• DVD and music CD publishing and distribution. 

Harnessing the growth of the internet and new 

technologies, TF1 produces, develops and publishes 

new interactive content and services for 

the web, smartphones, tablets, connected TV and 

freesheets. 

Strategy 

TF1 has since 2007 adapted its strategy to trends 

in the television and advertising markets and 

regulatory changes. This strategy is based on 

four key points: 

Developing the core business 

The TF1 group boasts an unrivalled offer in the 

freeview television market in France, consisting 

of the TF1 channel – the undisputed leader – and 

the fast-growing TMC and NT1 digital terrestrial 

channels acquired in 2010. 

The group’s strategy is to reinforce its positions in 

this competitive market, maintaining the power of 

TF1 and continuing to develop the newly acquired 

channels. This strengthening of the freeview offering 

is materialised via a quality and complementary 

programming schedule made available on the 

group’s channels, in line with the commitments 

made to the regulatory authorities in 2010. 

Adapting the offer to digital uses 

The TF1 group has for several years now been 

adapting its content to new media consumption 

modes, developing its multi-screen TV offer 

Diversifying sources of revenue 

To reduce the impact of the cycles of the advertising 

market on which it largely depends, the TF1 

group is developing a range of activities based on 

its core business, including pay-theme channels, 

distance selling, board games, music and the sale 

of online videos (VOD) and DVDs. 

Developing sustainably to satisfy 

stakeholders 

Corporate social responsibility (CSR) is at the 

heart of the TF1 group’s strategic policy choices 

and the company is attentive to the needs of all 

stakeholders. It is a proactive player that pioneers 

relevant initiatives in its sector. TF1’s CSR policy 

now involves each department according to the 

issues in question. Group efforts are based on the 

policy areas described in the "CSR Policy" section. 

Strengths in a competitive 

market 

With a workforce of over 4,100, the TF1 group 

makes 57% of its sales from advertising airing on 

the TF1 channel and 85% of its consolidated revenues 

in France. Its main market is unscrambled 

television in France, a sector that today consists 

of 19 freeview channels available to 99.8% of the 

French population. 

The TF1 channel competes against the channels 

of French public television (France 2, France 3, 

France 4, France 5, France Ô) and those of private 

A glossary can be found in the Additional Information section of this document. 

BOUYGUES • 2011 Registration Document • BUSINESS ACTIVITIES AND CSR • TF1 • 102

2 


and CSR 

TF1 

groups such as M6, Canal+, Bolloré and NRJ. 

These channels are a source of strong competition. 

Yet thanks to its popular and diverse content, the 

TF1 group, with the TF1, TMC and NT1 channels, 

remains the leading private player with a 29.1% 

audience share 1 at 31 December 2011 in the "individuals 

aged 4 and over" category, compared with 

14.2% for its main private rival. Audience share in 

2011 was stable compared with 2010. 

The pay-TV offer has expanded through cable, 

satellite and ADSL offers. The TF1 group has powerful 

brands in this sector, including TV Breizh and 

Eurosport. More broadly, it competes against other 

media such as the press, radio, internet, billboards 

and cinema. But television remains the number-one 

media in terms of advertising investment and the 

TF1 channel the only mass media to have daily 

contact with nearly 30 million people. 

TF1 is innovating in digital media and keeping a 

close eye on the potential arrival of the major web 

players in the TV market. It is working with French 

and European authorities to enable the regulatory 

environment to evolve in step with these new 

market trends. 

The TF1 group has developed a range of activities 

to increase revenues and today works in audiovisual 

rights, distance selling, board games and the 

distribution of DVDs and online videos, including 

catch-up TV and video on demand. 

TF1 REINFORCES ITS 

LEADERSHIP IN 2011 

TF1 is France’s number-one TV channel, having 

scored 99 of the top 100 audiences in 2011, all 

channels combined 1 . It claimed a 23.7% audience 

share in the "individuals aged 4 and over" demographic 

and 26.7% in the "women under 50, main 

household shoppers" category. TMC confirmed its 

position as the number-five freeview TV channel, for 

the second consecutive year, while NT1 reported 

strong increases in share on its target advertising 

markets. These two channels enabled TF1 to meet 

its two objectives of reinforcing its position in its 

core business and establishing a strong position 

in the digital sector. 

In the digital sector, TF1 strengthened its position 

on all screens (internet, mobile, tablets and 

connected TV) by grouping its digital offer under 

a unifying brand, 

MYTF1. It demonstrated 

the power 

of its free, crosscutting 

and complementary 

offer 

with more than two 

million 2 downloads 

of the MYTF1 mobile app and 547 million 3 free 

videos watched in catch-up TV. 

The group’s other streamlined diversification activities 

were robust sources of growth in 2011 as part 

of a reorganised group. 

Concerning its work as a responsible corporate citizen 

(see the CSR Policy section), TF1 was ranked 

in the top ten 4 European companies on diversity. 

Key figures 

Stable consolidated sales 

The TF1 group held up well against very strong 

competitive pressure in 2011 in what was a difficult 

economic environment, especially in the 

second half. It reported sales of €2,620 million for 

the year, stable on 2010. On a like-for-like basis, 

sales fell 2%. 

Advertising sales for the TF1 channel came to 

€1,504 million, down 3%. Sales from diversification 

activities rose 4% to €1,116 million. 

Advertising sales for the TF1 group as a whole 

improved 2% to €1,822 million thanks to the 

contributions of TMC and NT1, growth in the web 

business and the integration of Metro France on 

28 July 2011. 

TF1 group sales were generated 85% in France, 

13% in Europe (outside France) and 2% in other 

countries. 

Continued cost control 

TF1 continued its work on optimising costs in 2011. 

For the year as a whole, the programming costs of 

the TF1 channel, including one-off sports events, 

came to €906 million, compared with €951 million in 

2010, equating to a €45 million (5%) improvement. 

This was primarily a result of the 2011 Rugby World 

Cup being less expensive to broadcast than the 

2010 Soccer World Cup. 

TF1 made a €13 million reduction in other expenses 

(lower distribution costs, renegotiated supplier 

contracts, excluding rights and interruptions in 

activity). 

Rise in profitability 

TF1 reported current operating profit of €283 million 

in 2011 compared with €230 million in 2010. 

Operating margin was 10.8%, up from 8.8% a 

year earlier. 

In 2010, in addition to €96 million generated by the 

remeasurement of previously held equity interests 

following the takeover of TMC and NT1 on the 

basis of the fair value of the companies, operating 

profit was impacted by an expense of €13 million, 

resulting notably from the goodwill depreciation of 

the SPS and 1001 Listes businesses. Operating 

profit totalled €283 million in 2011 compared with 

€313 million in 2010. 

The cost of net financial debt came to €1 million 

in 2011 compared with €18 million in 2010, with 

the TF1 group having paid off its bond issue in 

late 2010. The tax charge rose by €20 million. 

The contribution from associates to net profit was 

down by €20 million versus 2010, since AB Group 

ceased to be accounted for as an associate and 

TF1 recognised an impairment loss at 30 June 2011 

against the interest in Metro France. 

Net income, TF1 group share, totalled €183 million 

in 2011 compared with €228 million in 2010. 

Excluding exceptional items, growth would be 

25%. 

Robust financial structure 

Standard & Poor’s revised its rating for the TF1 

group on 22 July 2011 from BBB/Positive Outlook to 

BBB+/Stable Outlook, reflecting the group’s sound 

financial structure. 

Shareholders' equity attributable to the Group 

stood at €1,575 million at 31 December 2011, for 

a total assets of €3,354 million. 

(1) Médiamat 2011 by Médiamétrie (2) iTunes data (3) eStat Streaming TV (4) Vigeo study, September 2011 - Source: Les Échos 


Net financial debt came to €40 million, compared 

with a net cash position of €17 million at end-2010. 

An unrivalled television 

offer 

(Source: Médiamat by Médiamétrie) 

The competitive environment was transformed 

in 2011 by an increase in the number of players 

and the end of the switch from analogue to digital 

broadcasting, broadening the freeview TV offering 

for French households. But TF1 confirmed its 

leadership with a 23.7% share of the "individuals 

4 and over" audience and a 26.7% share of "women 

under 50, main household shoppers". 

TF1 also claimed 99 of the top 100 TV audience 

ratings in 2011 across all programme types, faithful 

to its remit as a mainstream, family television channel. 

TF1 scored the best audience rating in 2011 

with the Rugby World Cup final between France 

and New Zealand, attracting 15.4 million viewers. 

TMC reported a 3.5% share of the "individuals 

4 and over" demographic in 2011 compared with 

3.3% in 2010, making it France’s leading DTT 

channel and fifth overall. NT1 continued to grow, 

achieving a 1.9% share of the "individuals 4 and 

over" audience, up from 1.6% in 2010. 

The overall advertising market, all channels combined 

(incumbent, DTT and cable and satellite), 

rose 7% in 2011 to €9 billion, driven by strong 

growth in DTT revenues, making television the most 

number-one advertising media in France (source: 

Kantar Média). 

Gross income for the TF1 channel fell 2% year on 

year. The channel took a 37% share of the market, 

all channels combined. 

Net sales for the TF1 channel decreased 3% year 

on year to €1,504 million, mainly owing to the 

economic downturn that led to a fall in advertising 

volumes for the incumbent channels. 

The theme channels in France (freeview and pay) 

generated sales of €309 million in 2011, up 22%, 

notably resulting from the full consolidation of TMC 

and NT1 on 1 July 2010 and from the performances 

of LCI and TV Breizh. Advertising income grew 

€55 million to €185 million. The division reported 

an €11 million increase in current operating profit 

to €39 million. 

The TF1 group safeguarded the distribution of its 

pay-TV offer by signing non-exclusive distribution 

agreements with the main cable, satellite and ADSL 

operators in France. The agreements underscore 

the appeal of the group’s pay-TV offer and serve to 

consolidate its business models, securing distribution 

income and broadening the audience reach 

of the channels. 

Internationally, the Eurosport channel reached 

129 million households at end-2011. Present in 

59 countries and broadcast on all pay-TV distribution 

platforms in Europe, it is available in 20 language 

versions. 

The Eurosport group had 88.9 million paying subscribers 

at 31 December 2011, for an 8% year-onyear 

increase, of which nearly two-thirds were new 

customers in Central and Eastern Europe. Growth 

is being driven by broadcasts of targeted and 

sought-after sports events and by high definition. 

Eurosport International sales rose 1% to €368 million, 

boosted by international growth and the 

rise in subscription income. Operating profit at 

31 December 2011 was €65 million, up 9%, for an 

18% operating margin. 

At end-2011, some 17 million 

people had seen the film 

The Intouchables in France 


2 


and CSR 

TF1 

Streamlined and dynamic 

diversification 

The TF1 group’s diversification activities enjoyed 

strong sales momentum in 2011. In parallel the 

group continued its streamlining efforts, resulting 

in increased profitability. 

TF1 Entreprises, which groups a range of activities 

including games, music, licences and live shows, 

grew sales by 13% in 2011 and reported current 

operating profit of €6 million, double that of 2010. 

Operating margin was 12%. 

TF1 enhanced its digital offer in 2011, maintaining 

its position as the leading television group on the 

web with 547 million free catch-up videos watched 

(source: eStat Streaming TV). The MYTF1 service 

continued to ramp up and is now available on all 

the subscriptions provided by French ISPs. 

This momentum led to a 9% rise in e-TF1 sales 

to €85 million, while current operating profit was 

multiplied by 3.7 year on year to €9 million. 

The contribution of the Téléshopping group to consolidated 

sales in 2011 fell 1% to €100 million. The 

success of the e-tailing site Place des Tendances 

partly offset the decrease in revenues, with order 

numbers up but at a lower average value. Current 

operating profit came to €3 million, compared with 

€4 million in 2010. 

The Production division posted a strong performance 

in 2011, with successful TF1 production business 

and TF1 Films Production cinema releases. 

The film The Intouchables had sold some 17 million 

tickets at end-2011 (source: Écran Total). The 

division’s contribution to TF1 group sales grew 

€10 million to a total €26 million, with operating 

profit standing at €4 million, up €6 million. 

The Audiovisual Rights activity had a tougher year 

in 2011, both in terms of business and profitability. 

Sales were down €27 million to €116 million for an 

operational loss of €40 million, mainly the result of 

the expenses of a court case being attributed to 

this division. 

The TF1 group increased its holding in Metro 

France to 100% on 28 July 2011. 

CSR POLICY 

Organisation 

The corporate social responsibility policy is coordinated 

by Gilles Maugars, Executive Vice-President 

at the TF1 group. An employee works full-time on 

coordinating actions and reporting. Each group 

entity develops its own road map so as to place 

corporate social responsibility, or CSR, at the heart 

of its business. Three cross-disciplinary committees 

have been set up: Solidarity, Responsible 

Purchasing and Diversity. The committee members, 

communication departments and staff 

involved in the policy review actions and indicators 

together at CSR committee meetings. 

The agenda of the Board of Directors now includes 

an item on CSR initiatives. 

Recognition of ethical and 

responsible performance 

TF1’s ethical and responsible performance is recognised 

by several extra-financial rating agencies 

and the company is listed on the DJSI (World and 

Europe), Aspi Eurozone ® , FTSE4Good Europe and 

Ethibel Europe indices. 

In a study carried out for the International Labour 

Organisation (ILO), Vigeo 1 ranked four French 

companies, including TF1, in the top ten European 

companies with the best performance on diversity. 

The study focused on non-discrimination and equal 

opportunities at 539 companies in the EuroStoxx 

600 Index. 

In 2011 TF1 won the "Prix de la Transparence" in the 

consumer services category and the Registration 

Document Prize from the Labrador agency. 

These awards recognise the best practices of 

listed French companies in regulated financial 

information and financial disclosures (see www. 

groupe-tf1.fr). 

TF1’s CSR policy is organised into four main areas. 

Area 1: ethics and 

transparency 

Regulatory environment 

TF1 has made a public commitment that its broadcasting 

will comply with the ethical and compliance 

principles set out in the agreement signed with 

the CSA. These principles include the respect of 

human rights; the protection of children; advertising 

quotas; surreptitious advertising; and obligations 

to contribute to French and European production. 

The Compliance and Legal departments ensure 

that the TF1, TMC and NT1 channels respect this 

regulation. 

The TF1 agreement can be found online at the 

CSA website 2 . 

Advertising is subject to the co-regulation introduced 

by France’s advertising watchdog, ARPP 3 . 

Charters and principles 

TF1, a signatory of the Global Compact, shares the 

same values as the Bouygues group and respects 

its codes of ethics, supplier relations principles and 

human resources charter. 

The code of ethics of the TF1 Purchasing department 

is founded on the respect of suppliers and 

partnerships, the efficiency and security of purchasing 

processes, and the independence and 

codes of ethics of buyers. The department also 

leads a responsible purchasing policy. 

TF1 has provided its employees with the Ethic’net 

Charter, which concerns the use of the company’s 

multimedia resources. 

Extra-financial reporting 

TF1 now includes extra-financial reporting in its 

registration document. The group’s increasingly 

comprehensive and rigorous compilation of indicators 

reflects its aim to bring extra-financial and 

financial reporting together as part of an integrated 

reporting approach, which, taking account of new 

international guidelines such as ISO 26000 and 

GRI, enables the company to prepare for French 

regulatory requirements and respond to media 

sector-specific questions from rating agencies. 

TF1 and "Media" GRI 

The Global Reporting Initiative (GRI) provides companies 

with an international framework for reporting 

on their CSR policies. A special set of guidelines 

is currently being drawn up for the media sector. 

TF1, a leader in this field, and other French media 

groups took part in the process, aimed at increased 

objectivity and comparability in a sector where 

CSR is in the development phase. A think tank 

has been set up under the authority of the ORSE 

CSR watchdog. 

ORSE: Observatoire sur la responsabilité sociétale des entreprises - CSR: corporate social responsibility 

(1) Vigeo: European expert in analysis, rating and audit/consultancy for organisations concerning their approaches, practices and results in environmental, social and governance issues - Source: Les Échos (2) http://www.csa.fr/infos/textes/textes_detail.php?id=8169 

(3) http://www.arpp-pub.org/ 


Editorial staff mobilised 

The total value of airtime, donations of game show 

winnings, advertising slots provided to campaigns 

and direct donations to charities came to €21 million 

in 2011. 

TF1’s Solidarity Committee also handles requests 

from the not-for-profit sector. 

Company Foundation 

Focused on diversity and helping people get into 

employment, the Company Foundation recruits 

young people aged from 18 to 30 from disadvantaged 

areas via a competitive examination. The 

candidates selected by a jury of professionals are 

offered a two-year professional training contract 

at the TF1 group, accompanied by training and 

individual tutoring. Each candidate is sponsored 

by a TF1 employee. The Foundation has recruited 

40 young people since it was created in 2008. 

Area 3: skills and the 

working environment 

The company is committed to maintaining a quality 

working environment by favouring the well-being, 

safety and professional fulfilment of employees. It 

encourages participation in community-minded 

initiatives. 

Area 2: dialogue 

and society 

Public Relations 

TF1’s CSR activity is based on close relations 

with the public. Each segment of the public has 

to be able to dialogue with the group through the 

communication channel of its choice on a diverse 

range of topics. 

The Public Relations department maintains direct 

relations with the public of the TF1 group channels 

and websites, accessible via TF1News.fr and 

Twitter, as well as by telephone and letters. The 

department responds to requests within 48 hours 

in line with its quality charter. 

The news mediator receives opinions, queries 

and complaints from the public on programmes or 

the manner in which news is handled or omitted. 

The mediator responds via a web page, Twitter 

account or individually and supplies reasons for 

editorial decisions. Recurring remarks are sent to 

the teams concerned. 

Meetings between TF1 and its public. Once a 

month, personalities from the channel and staff visit 

a French city to meet the public and take part in 

debates organised by the local authorities, schools 

and the regional press. Studio visits are also organised. 

Some 30 events were organised in 2011. 

Employment Week 

The TF1 group News department once again called 

on TF1, LCI, TF1News and Metro to focus on the 

issue of employment in May and November 2011. 

Reports and analysis on employment featured in 

all the news programmes, with an emphasis on 

real-life cases, emblematic initiatives and technical 

sheets. The "Employment Weeks" in 2011 focused 

in particular on seniors and women. Since the first 

campaign in 2009, nearly 12,000 contracts have 

been signed through this initiative, 60% of them 

permanent contracts. 

Solidarity 

TF1 provides charitable organisations with direct 

assistance and presents their work on the channel. 

For further information 

www.groupe-tf1.fr 

About the Foundation 

• www.fondationtf1.fr 


Bruce Roch, Chairman of AFMD* 

"I have seen TF1 adopt 

a robust, mature and 

sincere commitment to 

diversity over time. 

The group knows how 

to use the power of 

a message and does 

so with conviction as 

an integral part of its 

activities. The group's 

Chairman and CEO, Nonce 

Paolini, is committed 

to diversity, as is his 

team, which unfailingly 

defends the underlying 

themes, including gender 

equality, visible minorities, 

disabilities, all age 

categories, and sexual 

orientation. 

The subject is natural and 

free of taboos, and so 

strengthens each person's 

desire to implement it 

on a day-to-day basis at 

the company, with the 

added bonus of obtaining 

the demanding Diversity 

label awarded by the 

government. 

Diversity: from charter to label 

The TF1 group has a twofold aim in terms of diversity. 

As France’s leading audiovisual media group, it 

seeks to reflect the diversity of French society in its 

Here's hoping that TF1 

inspires a lot of other 

organisations!" 

(*) French association of diversity 

managers 

CSR: corporate social responsibility 


2 


and CSR 

TF1 

broadcasting and all of its content. As a company, 

it is convinced that diverse, multicultural teams are 

particularly creative and efficient. 

The group promotes open and respectful relations 

between employees and rejects all discriminatory 

ideas and practices. To underscore its openness 

to all audiences, the TF1 group signed the Diversity 

Charter on 11 January 2011 and then applied for 

the Diversity label, which it obtained in December 

2010. With this policy, called "From Charter to 

Label", it has chosen an ambitious approach for 

rolling out its diversity commitment. 

Innovation University 

The Innovation University, intended for employees, 

was developed to respond to their interest in new 

technologies, raise awareness of new digital issues 

and rally staff around TF1 group strategy. 

The initiative, based on knowledge sharing, feedback 

and staff discussions, this year included 

conferences and creative workshops with input 

from experts from TF1, Bouygues Telecom and 

external partners. 

Area 4: responsible 

production and 

broadcasting 

Programme accessibility, subtitles and 

audio description 

TF1 is duty bound to ensure that its programmes 

are accessible to everyone, especially people with 

impaired hearing. The channel now subtitles 100% 

of its programmes, including live broadcasts such 

as news shows. The theme channels exceed their 

legal requirements in this area. 

With more than one million French people suffering 

from visual disabilities, TF1 proposes one 

programme per month with an audio description, 

allowing people to "see" a film through a voice 

description of the action and setting of a show. 

The technique used by TF1 was developed by the 

Valentin Haüy organisation. TF1 has committed to 

broadcasting 52 audio-described programmes in 

2013, 20 of them airing for the first time. 

Protecting young viewers 1 

Terrestrial television channels have since 2002 

been required to identify programmes (excluding 

advertising) that are not recommended for all 

audiences by displaying a symbol on screen. The 

symbols correspond to one of five age categories: 

universal, -10, -12, -16 and -18. The TF1 channel 

does not broadcast -18 programmes. 

TFou.fr, the TF1 group website for children, consists 

of three distinct sites for three different age 

groups. Safety is a prime concern in all TFou.fr web 

areas. Parents are provided with a parental charter, 

drawn up in partnership with the non-governmental 

organisation Action Innocence, on the responsible 

attitudes to be adopted. 

TFou also partners the leading organisations 

involved in internet safety. 



Protecting children on the web 

• TFou's committments: 

http://tfousengage.tfou.fr/ 

• Action innocence: 

www.actioninnocence.org 

• e-enfance: 

www.e-enfance.org 

• Internet Sans Crainte: 

www.internetsanscrainte.fr 


François Perillat, production manager 

of the R.I.S series for TF1 Production 

"Most of the props in our 

business have a shortlived 

existence, and that’s 

part of the magic. 

For a single scene of 

R.I.S, for example, we 

might transport and do 

up two buses and use 

an enormous amount 

of wood and paint. We 

can do better from an 

Environmental awareness 

In 2009 the News department introduced 

Eco2climat, an indicator 

on the carbon consumption of the 

French population as measured 

by the Carbone 4 firm. The indicator 

features on the 8 o’clock news show every month, 

aimed at raising public awareness of greenhouse 

gas emissions. Eco2climat, the first indicator 

of its kind in Europe, enhances the quality and 

consistency of TF1 information on sustainable 

development. 

The Ushuaïa channel 

environmental standpoint, 

throw away less and 

recycle. 

With the Ecoprod 

approach we can do our 

jobs just as well and with 

just as much passion, but 

be more in step with a 

good citizen mindset. 

We're all for it at TF1 

Production!" 

Ushuaïa TV is the only French channel fully dedicated 

to sustainable development. Original channel 

programming includes Passage au Vert, presenting 

ecology as a fantastic opportunity, Bougez Vert, a 

sustainable development events diary, and Green 

Trip, an eco-tourism magazine. 

More eco-friendly programmes 

with Ecoprod 

TF1 partners the Ecoprod 

policy aimed at raising the 

audiovisual industry’s awareness 

of its environmental footprint. 

In 2010 the Ecoprod team developed the 

Carbon’Clap ® calculator, which measures carbon 

emissions specifically for the audiovisual sector. 

The TF1 group implemented Ecoprod principles 

for in-house productions in 2011. 



The Ecoprod initiative 

• www.ecoprod.com 

(1) TF1 commitments on the protection of young people: http://www.csa.fr/infos/controle/television_signaletique_C.php 


Supplier commitment to 

the Responsible Purchasing 

policy 

The Purchasing department is getting suppliers 

involved in its CSR approach. The social and 

environmental performance of 148 suppliers have 

been assessed since 2007 using the EcoVadis 

scorecard. 

In 2011 all TF1 group purchasers were trained on 

the Responsible Purchasing policy and a special 

intranet site went online. The Purchasing department 

has set up a car-sharing service with electric 

vehicles open to all staff for their professional travel. 

Tf1 dialogue wiTH sTaKeHolders 

Stakeholders TF1 players Forms of dialogue Actions in 2011 

Regulatory authorities: 

CSA, ARPP, Competition 

Authority 

General public 

Advertisers 

> Compliance department, 

Corporate Secretary, 

Broadcasting department and 

TF1 Publicité 

> External Communication 

department (including Public 

Relations), news mediator, news 

team journalists 

> Sales department and Business 

Development at TF1 Publicité 

> Participation in working groups 

> Drafting reports and proposals 

Audiovisual creators > Programme divisions > Writing workshops 

> Personalised answers to emails, phone calls 

and letters 

> Debates with channel personalities, journalist 

blogs, etc. 

> Publication of general terms and conditions of sale, 

www.tf1pub.fr website 

> Think tanks 

> Signature of charters and amendments 

(online games and betting, subtitle quality, 

audio description) 

> Presence of Public Relations in social 

networks 

> TF1 Publicité campus 

> Commission for professional training 

for creators 

Employees and 

trade unions 

> Management, HR heads 

and Social Affairs 

> Negotiation of agreements with trade unions, 

internal communication 

> Personalised annual performance review 

> Innovation Days 

> Induction days for new employees 

Charitable organisations, 

NGOs 

> Broadcasting, Solidarity 

Committee, Social Affairs, 

including the Disability task force 

> Free spaces granted via SNPTV 

> Donations in kind 

> Multi-year contracts, partnerships 

> Organisation of events focusing on 

disabilities and employment with the 

relevant associations 

Suppliers and service 

providers 

> Central Purchasing 

> CSR policy questionnaires 

> Sustainable development included in specifications 

> Work meetings focused on diversity, 

sharing of best practices 

Shareholders, the financial 

community, extra-financial 

rating agencies 

> Financial Communication, 

Sustainable Development 

coordination 

> Annual Shareholders Meeting, annual report, road 

shows with institutional investors, meetings and 

conference calls with analysts, regular contact by 

phone, website 

> Investor Days with the participation 

of company managers 

ARPP: France's advertising watchdog – CSA: the French broadcasting regulator – SNPTV: the French television advertising association 



2 


and CSR 

TF1 

Objectives Indicator Unit 2010 2011 Comments 2012 objectives 

Ensure the application of ethical 

principles with all stakeholders, 

help build regulatory framework 

Develop dialogue with the public and 

other stakeholders 

Ensure the diversity of programmes 

and representations, ensure accessible 

programmes for all 

Promoting social responsibility 

amongst group channels 

CSA warnings, cautions and penalties 

on the production and broadcasting of 

programmes (2010 report a ) 

Contacts via the Public Relations 

department 

Number 1 (a) 

Twitter followers Number - 650,000 

Average annual share of subtitled 

programmes (TF1 channel) 

> Continuous dialogue with CSA, drafting of 

charters for online games and betting 

> Amendment on audio description 

> New commitments on the representation of 

diversity accepted by the regulatory authority 

Number 231,000 143,954 > Fall in number of email and letter contacts, 

rise in quality and development of Twitter 

dialogue 

% 95 100 

Total value of solidarity initiatives b €m 22.61 22.89 

> TF1 programmes entirely subtitled, signature 

of charter on subtitle quality 

> Full backing from channels for charitable 

events (Restos du cœur, Pièces jaunes, 

Sidaction) 

> Increase vigilance on the respect of 

commitments 

> For advertising messages, apply the same 

requirements as the channels to all TF1 

websites with editorial content 

> Maintain close, quality and trusting relations 

with public 

> Develop audio description and dialogue with 

the associations concerned 

> Diversify charitable organisations receiving 

donations 

Promote diversity at the company 

Control the consumption of raw materials 

and energy at the TF1 group (activities 

and buildings) 

Responsible purchasing: disseminate 

the TF1 group CSR policy across the 

company's value chain 

Employees trained Number 404 459 

Disabled employees hired Number 19 13 

Young people from disadvantaged areas 

taken on by the TF1 Foundation 

Number 10 12 

Electricity consumption MWh 32,171 31,640 

Suppliers audited using EcoVadis Number 89 148 

> Continuation of diversity training for 

managers and employees involved in 

programme production 

> Signature of second triennial agreement on 

keeping and hiring disabled workers 

> Two young people from the 2009 Foundation 

intake hired on permanent contracts 

> Signature of a partnership with Mozaïk RH 

to diversify hiring 

> 1% decrease in consumption for the second 

consecutive year. Energy savings stemming 

in part from the discontinuation of double 

process of news production 

> Introduction of Ecoprod c recommendations 

for the filming of the in-house productions 

R.I.S and Interpol 

> Continuous improvement in dialogue with 

suppliers following assessments 

> Supplier commitment to diversity 

> Write the second annual diversity report 

> Train 350 additional employees 

> Recruit 10 disabled workers on permanent 

contracts or fixed-term contracts of over 

6 months 

> Hire at least two young people from the 

2010 Foundation intake 

> Recruit two interns and two people on 

work-study contracts 

> Keep the 1% decrease objective in 2012 

> Seek “HQE ® Exploitation” certification for a 

TF1 group building 

> Apply Ecoprod to other TF1 Production 

productions 

> Sign the charter of best purchasing practices 

under the auspices of the Ministry of the 

Economy and Finance 

CSA: French audiovisual regulator - HQE ® : high environmental quality label - CSR: corporate social responsibility 

(a) The CSA report with finalised data is released in September of the following year only. The data concerning the respect of 2011 commitments will be posted on line at http://www.groupe-tf1.fr/rse/ when CSA publishes its report on TF1 in September 2012. (b) value of institutional slots, cost of previews, special 

programmes and donations made during game shows and programmes, advertising spaces granted to free campaigns, donations in kind, donations to TF1 Company and Francis Bouygues Foundations, and to Fondation pour la Nature et l'Homme (c) go to www.ecoprod.com 



Compliance 

Programme 

accessibility 

Contact with 

TV viewers 

Solidarity 

Workforce 

Worktime 

organisation 


Remuneration/ 

Employee savings 

Labour/management 

dialogue 

Equal 

opportunities 

5 

(3 warnings, 

1 caution, 1 penalty) 

Reporting 

framework 

GRI SO8 

ISO 26000 6.7 

CSA warnings, cautions and penalties on the production and broadcasting of programmes 

Number 

1 warning (a) 

TF1 channel 

Annual average percentage of subtitled programmes (excl. advertising) % 85 95 100 

GRI SO1 

ISO 26000 6.7.8 

Contacts, e-mails, letters, telephone via the Public Relations department 

TF1, TMC, 

245,000 231,000 143,954 

GRI PR5 

NT1, LCI, Number 

Twitter followers 

ISO 26000 6.7.6 

TF1 News 

- - 650,000 

Charitable organisations having received donations 

TF1 SA, Number 165 141 125 GRI SO1 

Total value of solidarity initiatives b TF1 Publicité €m 22,310 22,609 22,889 ISO 26000 6.8.9 

Young people from disadvantaged areas taken on by the TF1 Company Foundation 

9 10 12 Internal 

TF1 group Number 

Employees sponsoring school students in disadvantaged areas 60 60 60 ISO 26000 6.8.9 

Permanent and fixed-term contracts TF1 group Number 3,910 4,082 4,122 GRI LA1 

Share of full-time equivalent workers represented by non-permanent employees (excl. stringers) 

% 7.3 7.3 7.13 ISO 26000 6.4.3 

Instability rate 

France 

GRI LA2 

% 5.6 6.9 6.6 

ISO 26000 6.4.3 

Part-time employees 

Number 247 328 355 

France 

Absenteeism rate % 4.0 5.2 4.9 

Annual average gross salary (all categories) 

€ 47,734 46,721 49,747 

Percentage of employees in savings scheme 

81 78 76 

France % 

Percentage of employees in PERCO collective retirement plan 13 13 14 

Average gross amount paid per employee € 1,023 740 1,542 

Meetings with staff representatives 

302 309 289 

Employees with a permanent position (works council representatives, staff delegates, 

board of directors) 

France Number 

127 122 131 

Collective agreements made during the year 27 9 20 

Employees trained on understanding diversity in their professional life 

Disabled employees (all contract types) France Number 

70 

53 

404 

58 

459 

71 

Disabled employees hired during the year (on fixed-term or permanent contracts) 17 19 13 

Percentage of women employees 

TF1 group 

48.6 47.4 47.9 

Percentage of women hires 

51.0 47.6 50.4 

Executive-level women employees 46.0 44.6 46.1 

% 

Manager-level women employees France 

34.4 34.9 35.5 

Percentage of women promotions (with and without change in category) 17.3 15.2 14.7 

Percentage of women interns 47.3 49.2 48.7 

GRI LA1 

ISO 26000 6.4.3 

GRI LA7 

ISO 26000 6.4.3 

GRI LA3 

ISO 26000 6.4.4 

GRI LA4 

ISO 26000 6.4.5 

GRI LA5 

ISO 26000 6.4.5 

GRI LA13 

ISO 26000 6.3.7 

GRI LA14 

ISO 26000 6.3.7 


2 


and CSR 

TF1 


Reporting 

framework 

Work accidents with time off 

Number 25 42 25 

Work accident frequency rate c GRI LA7 

TF1 group (d) 3.642 6.263 3.651 

Hygiene, health and 

ISO 26000 6.4.6 

safety (HHS) 

Work accident severity rate c (e) 0.096 0.177 0.136 

Employees trained on HHS France Number 373 484 495 

GRI LA8 

ISO 26000 6.4.6 

Employees having attended training courses 

Number 2,777 2,334 2,578 

Employees having attended training courses 

76.3 61.4 74.4 

% 

Payroll spent on training 3.8 2.8 2.6 

France 

GRI LA10 

Training, mobility Total training hours 

128,896 71,223 69,426 

ISO 26000 6.4.7 

Training hours per person per year Number 

17 h 10 15 h 10 20 h 03 

Individual right to training (DIF) granted 1,221 1,125 1,459 

Internal mobility rate in hiring % 57 52 44 

Induction 

Interns under school agreements 

487 321 391 ISO 26000 6.4.7 

France Number 

Employee services Housing granted to employees during the year 18 15 25 ISO 26000 6.4.4 

Consumption 

Greenhouse gases 

Waste, raw materials 

Responsible 

purchasing 

Electricity consumption 

Paper consumption Tonnes 133 125 139 

SME f 

Greenhouse gas emissions - scope 1 

Tonnes 

Greenhouse gas emissions - scope 2 CO 2 

eq. 

n.a. n.a. 2,996 

KWh 

32,520,420 

(excl. back-up site) 

34,669,130 34,473,793 

Water consumption m³ 51,964 52,054 52,858 

GRI EN3 

ISO 26000 6.5.3 

GRI EN8 

ISO 26000 6.5.3 

GRI EN1 

ISO 26000 6.5.3 

n.a. n.a. 225 GRI EN17 

ISO 26000 6.5.5 

Quantity of waste collected Tonnes 1,393 1,452 970 

GRI EN22 

ISO 26000 6.5.3 

Waste recycling % - 41 49 ISO 26000 6.5.3 

Purchasing managed by the Purchasing department 

Central 

600 600 650 

Purchasing €m 

ISO 26000 6.6.6 

Total business line purchasing TF1 group 1,650 1,600 1,500 

Suppliers assessed using EcoVadis 

Number 45 89 148 

GRI LA13 

ISO 26000 6.6.6 

Amount of purchases assessed using EcoVadis €m 90 125 139 ISO 26000 6.6.6 

Suppliers for which the CSR charter is included in contracts/orders 

Central 

GRI EC6 

Number 39 76 121 

Purchasing 

ISO 26000 6.6.6 

Sales with sheltered sector workshops € 417,000 433,000 319,000 

GRI LA13 

ISO 26000 6.3.7 

Buyers trained (responsible purchasing) % 15 15 100 ISO 26000 6.6.6 

(a) The CSA report with finalised data is released in September of the following year only. The data concerning the respect of 2011 commitments will be posted on line at http://www.groupe-tf1.fr/rse/ when CSA publishes its report on TF1 in September 2012. 

(b) Value of institutional slots, cost of previews, special programmes and donations made during game shows and programmes, advertising spaces granted to free campaigns, donations in kind, donations to TF1 Company and Francis Bouygues Foundations, and to Fondation pour la Nature et l'Homme. 

(c) This indicator is subject to subsequent modification following approval by the relevant authorities. 

(d) Frequency rate = number of work accidents with time off x 1,000,000/number of hours worked 

(e) Severity rate = number of days of leave x 1,000/number of hours worked 

(f) The EMS (Environment Management System) covers the four main buildings housing 88% of TF1 group employees in Boulogne-Billancourt and Issy-les-Moulineaux. 


Mobile, fixed, TV 

and internet services 

As a full-service electronic communications operator, Bouygues Telecom stands 

out for its innovative products and services and award-winning* customer relations 

serving its 12.5 million customers. 

Key figures 

2011 sales 

€5,741m 

(+2%) 


9.8% 

(-2.5 points) 


€370m 

(-17%) 

Employees 

9,870 

Target 

2012 sales 

€5,140m (-10%) 

Highlights 

January 2011 

> First operator not to pass higher VAT 

on to mobile services with television. 

May 2011 

> Top of the 2011 customer relations 

league table for mobile services 

(fifth year running) and for fixed/ 

internet services.* 

June 2011 

> Milestone of 1 million fixed broadband 

customers passed. 

July 2011 

> Launch of B&YOU, the first offer 

designed specifically for the digital 

generation. 

October 2011 

> Diversity label awarded by Afnor 

Certification. 

> Launch of the new Eden range. 

(*) First place in the 2011 TNS Sofres-BearingPoint 

customer relations league table (fifth year running for 

mobile segment; first year for fixed/ISP segment) 

BOUYGUES • 2011 Registration Document • BUSINESS ACTIVITIES AND CSR • Bouygues Telecom • 112 

Bouygues Telecom still No. 1 

for customer relations

SALES 

€ million 

5,636 5,741 

NET PROFIT* 

€ million 

5,140 

2010 2011 2012 

(target) 

444 

2010 

370 

2011 


FIXED BROADBAND 

CUSTOMERS ('000) 

808 

1,241 




1,327 

692 

2010 

561 

12.3% 9.8% 

2011 

CASH FLOW 

€ million 

Cash flow 

Net capital expenditure 

Free cash flow* 

680 

2010 

406 

1,288 

859** 

2011 

208** 

(*) Before change in working capital requirement 

(**) Excl. investment in 2.6 GHz frequencies (€228m) 

MOBILE CUSTOMERS 

'000 

11,084 11,304 


2 

Condensed balance sheet at 31 December Outlook for 2012 

(e million) 2010 2011 

ASSETS 

• Property, plant and equipment and 

intangible assets 3,496 3,872 











• Minority interests - - 




• Other non-current liabilities - 72 




• Overdrafts and short-term bank borrowings - 1 





Net debt (170) (581) 


(e million) 2010 2011 

Sales 5,636 5,741 






• Other operating income and expenses - 38 


• Income from net surplus cash (9) (10) 

• Other financial income and expenses (7) (7) 


• Share of profits and losses of associates - (1) 


• Minority interests - - 




and CSR 


Telecom 

In a mobile phone market where the pace of 

change accelerated in early 2012, Bouygues 

Telecom is adapting to the new environment, 

developing B&YOU in the bare bones 

segment and redesigning, simplifying and 

repricing its offers with services. 

Despite continuing growth in the fixed 

broadband segment, Bouygues Telecom 

expects sales to contract by 10% in 2012. 

This projection takes account of the cut in 

mobile termination rates (estimated impact: 

€350 million), an expanding bare bones 

segment and a transformation of the mobile 

market following the arrival of a new operator. 

The negative impact on EBITDA is expected to 

be around €250 million, with the cut in mobile 

termination rate differentials accounting for 

€90 million. 

In this context, a €300-million savings plan 

will be implemented in 2012, the benefits of 

which should start to show through in 2013. 

It will be based as a priority on changes 

to products, services and distribution 

methods and savings on external costs. 

Bouygues Telecom is continuing to invest 

in infrastructure to support growing usage: 

it has acquired a 4G block of frequencies in 

the 800 MHz band, started to roll out its 4G 

network and is extending its proprietary 

optical fibre network. 

Nabyl Boughalem, 

manager of the Bouygues Telecom 

Club store in Laval 

2010 

2011 

2010 

2011 


Bouygues Telecom's mobile phone network 

covers 99% of the French population 

market growth. This success, attributable to the 

quality of the Bbox router and the appeal of ideo 

packages, has been enhanced by the availability 

of the Bbox Fibre router on a network that brings 

over 7 million households within reach. 

customers access to very-high-speed mobile 

broadband in the coming years, underlining its 

determination to continue to make mobile telephone 

internet services more easily accessible. 


PROFILE 

A 15-year veteran of the electronic communications 

market, Bouygues Telecom continues to innovate 

in order to meet the expectations of its 12.5 million 

customers. 

Inventor of the mobile call plan in 1996, Bouygues 

Telecom launched the first unlimited plans with 

Millennium in 1999 and Neo in 2006. 

Bouygues Telecom acquired its own fixed network 

in 2008 and became an internet service provider 

(ISP) with the Bbox router. 

That was followed in 2009 by the invention of 

ideo All-in-one, the first quadruple play offer on 

the market, and in 2010 by the launch of Bbox 

Fibre, Bouygues Telecom's first very-high-speed 

broadband offering. 

Bouygues Telecom innovated again in 2011 with 

the creation of B&YOU, an online-only brand. 

Strengths and advantages 

Bouygues Telecom's growth is founded on a 

number of key factors. 

A robust and growing customer base 

A recognised player on the electronic communications 

market for 15 years, Bouygues Telecom had 

over 12.5 million customers at end-2011. 

Acknowledged success on the fixed 

broadband market 

In under three years, Bouygues Telecom has successfully 

staked out a solid position on the fixed 

broadband market, leading the way in terms of net 

growth over the last two years with over 30% of net 

Increasingly innovative mobile services 

Bouygues Telecom has innovated constantly over 

the last 15 years in order to create new service 

packages tailored to its customers' needs. In its 

most recent innovation, in July 2011 the company 

launched the first unlimited voice/SMS package 

for less than €25 (€19.99 in January 2012) under 

the B&YOU brand for the internet generation. 

Bouygues Telecom is a pioneer on this emerging 

market segment, offering attractive packages at a 

price that is consistent with the services provided 

and the cost and encouraging customers to help 

develop services further. 

Constantly evolving mobile network 

coverage 

Bouygues Telecom offers its customers mobile 

coverage of 99% of the French population as well 

as international coverage in over 270 countries 

through international roaming agreements. 

Mobile internet is accessible via the company's 

own 3G+ network, which covered 93% of the 

French population at end-2011. An agreement to 

share 3G infrastructure in low-density areas has 

been concluded and is now being implemented, 

enabling customers to benefit from the same 

level of 3G coverage as 2G coverage by the end 

of 2013. 

The recent acquisition of fourth-generation (4G) 

frequency blocks will not only enhance bandwidth 

but also allow Bouygues Telecom to offer all its 

Focus on customers 

In conjunction with its 15th anniversary, Bouygues 

Telecom achieved the twin distinction of being 

ranked No.1 for customer relations in both the 

mobile segment (for the fifth year running) and the 

fixed/internet segments (for the first time), just twoand-a-half 

years after the launch of the Bbox router. 

Bouygues Telecom is also the only operator to have 

NF Service quality certification for its customer 

relations centres, covering both fixed and mobile 

activities. 

These two awards recognise the achievements 

of Bouygues Telecom, which places high-quality 

customer relations at the centre of its concerns. 

An extended distribution network 

Through its subsidiary Réseau Clubs Bouygues 

Telecom (RCBT), Bouygues Telecom has a network 

of 650 Club stores as well as outlets in mass retailers 

and specialist chain stores. Its website attracts 

over 5 million unique visitors a month on average. 

A wealth of talent 

As in the Bouygues group as a whole, Bouygues 

Telecom's innovative, grassroots human resources 

policy reflects the particular interest that the company 

takes in its people, with a special emphasis 

on preventing discrimination and promoting 

equal opportunity. In 2011, Bouygues Telecom 

was awarded the Diversity label 1 and launched a 

women's network called "Bouygt’elles". 

A glossary can be found in the Additional Information section of this document. 

(1) The Diversity label is awarded by Afnor Certification following an in-house audit. 

BOUYGUES • 2011 Registration Document • BUSINESS ACTIVITIES AND CSR • Bouygues Telecom • 114

2 


and CSR 


A sound financial situation 

A sound financial situation means that Bouygues 

Telecom can expand on its markets and invest 

in order to offer its customers the highest quality 

service. 

All these advantages, on which Bouygues Telecom 

will continue to build, plus the backing of the 

Bouygues group, will enable the company to 

pursue growth and grasp any opportunities that 

arise in 2012. 

B2B markets represent a third source of opportunities. 

A full-service operator whose customers 

include a number of major accounts, Bouygues 

Telecom has the capacity to challenge its rivals 

on a corporate market worth an estimated €15 

billion a year 1 that is becoming increasingly open 

to competition. With a privileged position on the 

community MVNO segment, complementing its 

retail business, Bouygues Telecom has all the 

necessary advantages to increase revenue from 

the wholesale activity. 

Cut in call termination rates 

In March 2011, Arcep adopted a decision setting 

new maximum mobile termination rates for the 

period from July 2011 to December 2013. Although 

rates are continuing to fall (from €0.02 per minute 

on 1 July 2011 to €0.008 by end-December 2013), 

they are now symmetrical for Bouygues Telecom, 

Orange and SFR. 

International roaming 

On 1 July 2011, in accordance with European 

regulations, roaming prices for voice calls in an 

EU country were cut to €0.35 per minute for outgoing 

calls and €0.11 per minute for incoming calls. 

Opportunities 

On the high-speed and very-high-speed fixed 

broadband market, Bouygues Telecom will pursue 

its strategy of winning customers by continuing to 

extend its fixed network and offer more services. 

Agreements concluded with Numericable, SFR 

and, recently, France Télécom-Orange, will give 

Bouygues Telecom access to a potential market 

of nearly 13 million households for its very-highspeed 

services, thus strengthening its position in 

the optical fibre segment. 

The forthcoming launch of the new Bbox Sensation 

ADSL and Fibre routers will represent a technological 

breakthrough on the ISP market. Through 

partnerships with two leading global players in 

electronics, Intel and Samsung, Bouygues Telecom 

has gained complete control over the software, 

once again proving its capacity for innovation. The 

new Bbox will be available in ADSL and Very-High- 

Speed versions in spring 2012, while the Bbox 

Sensation Fibre will constitute a single, streamlined 

convergence point for all the household's content 

and online devices (television, PC, tablet, smartphone 

and hi-fi). 

Boasting the most powerful processor on the market, 

the Bbox Sensation will offer customers a new 

experience as well as enhanced content such as 

cloud gaming and an extensive choice of video on 

demand (VOD). The positioning on this premium 

segment will help to generate additional revenue. 

On the mobile market, the sharp rise in data traffic 

is generating increased needs for bandwidth and 

speed. Bouygues Telecom already offers customers 

speeds of up to 42 Mb/s in 3G+ in some cities. 

With the forthcoming roll-out of fourth-generation 

mobile networks, Bouygues Telecom will be able to 

offer customers access to very-high-speed mobile 

internet, giving the company fresh opportunities for 

differentiation on mobile internet services. 

Bouygues Telecom is also expanding its diversification 

activities in order to pursue growth in 

segments such as smart devices and contactless 

services. 

REGULATORY 

ENVIRONMENT 

AND FINANCIAL 

PERFORMANCE IN 2011 

A number of important changes to the regulatory 

environment and tax rules took place in 2011. 

Abolition of composite VAT 

The reduced rate of VAT (5.5%) previously applicable 

to fixed and mobile subscriptions including television 

services was scrapped in the 2011 Finance 

Act. An event which created an unprecedented 

stir on the market, such subscriptions became 

liable for the full 19.6% rate of VAT from 1 January 

2011. Bouygues Telecom was the first operator to 

decide not to pass this increase on to mobile plan 

customers, a choice subsequently followed by its 

rival operators. 

4G frequencies 

In June 2011, Arcep started the process for 

awarding fourth-generation frequencies in the 800 

MHz and 2,600 MHz bands. The roll-out of veryhigh-speed 

mobile networks will ultimately offer 

significantly higher speeds than the 3G network. 

Bouygues Telecom was awarded blocks of frequencies 

in the 2,600 MHz band in December 

2011, at a cost of €228 million, and in the 800 MHz 

band in early 2012, at a cost of €683 million. The 

blocks were acquired for a 20-year period and will 

enable Bouygues Telecom to enhance bandwidth 

and, through cutting-edge technologies, to offer 

customers more services. 4G roll-out will start 

in 2012. 

Optical fibre 

In 2011, Arcep put the finishing touches to regulations 

for high-speed and very-high-speed broadband 

designed to encourage long-term competition, 

infrastructure sharing and joint investment. 

Arcep: French electronic communications and postal services regulator - MVNO: Mobile Virtual Network Operator 

(1) Arcep and Bouygues Telecom estimate 


MVNOs accounted for 79% of new customers in the 

total mobile customer base in 2011, compared with 

31% in 2010, and for 11% of the total SIM base. 

Bouygues Telecom, the third biggest operator on 

the French mobile market after Orange and SFR, 

stands out from its competitors through its capacity 

to innovate and the quality of its customer relations. 

A changing mobile market 

Bouygues Telecom concluded an agreement with 

France Télécom-Orange for the roll-out of optical 

fibre in high-density and lower density areas. 

At the same time, the French government launched 

a nationwide very-high-speed broadband programme, 

partly intended to finance public-initiative 

optical fibre networks outside high-density zones. 

Financial performance 

In this context, Bouygues Telecom stepped up 

its innovation policy in order to maintain growth, 

enabling the company to remain financially healthy. 

Consolidated sales in 2011 amounted to €5,741 million, 

2% up on 2010, in a market broadly stable by 

value. Sales from network were stable at €5,082 

million, sustained by fixed and MVNO offers. 

Without the cut in mobile termination rates, growth 

would have been 8%. 

Consolidated EBITDA was in line with the target at 

€1,272 million despite the cut in the mobile termination 

rate differential, which had a negative impact of 

€151 million, the rise in VAT (an estimated €100 million) 

and €99 million in additional commercial costs. 

Current operating profit amounted to €561 million, 

down 19% due to higher amortisation charges 

linked to a thriving fixed broadband business (Bbox 

router and service access costs are capitalised). 

Operating profit amounted to €599 million, including 

€38 million of non-current income from an 

asset disposal. 

Consolidated net profit amounted to €370 million. 

Capital expenditure in 2011 amounted to 

€1,087 million, €407 million more than in 2010. The 

main items were the purchase of 4G frequencies in 

the 2,600 MHz band for €228 million, extension of 

the 3G network, the development of services and 

optical fibre, and routers for new fixed broadband 

customers. 

Bouygues Telecom signed up 

369,000 new mobile plan customers in 2011 

Free cash flow excluding the purchase of 4G frequencies 

(€228 million) amounted to €208 million 

and total net debt to €581 million. 

BUSINESS ACTIVITIES 

The mobile market 

The French mobile phone market grew by 5% in 

2011, driven by a 6% rise in the number of plan 

customers and a 4% rise in the number of prepaid 

customers. 

Within the plan market in mainland France: 

> machine-to-machine SIM cards accounted for 

7% of the customer base at end-2011 and 28% 

of new plan customers during the year; 

> internet SIM cards (mainly USB modems) 

accounted for 7% of the customer base and 

16% of new plan customers during the year; 

> the corporate market also grew. 

The consumer mobile phone market was transformed 

in 2011 by the effect of regulatory changes 

(cut in voice and SMS termination rates, impact 

of consumer protection legislation), higher prices 

for handsets (growing share of smartphones) and 

changing usage. A new segmentation of the market 

emerged, between bare bones offers (no commitment, 

no handset, online-only) on the one hand and 

offers with services (tailored plans with handset 

and customer support) on the other. 

In a slowing MNO market, Bouygues Telecom 

recorded higher year-on-year growth in its mobile 

SIM base than its competitors. The company 

signed up 369,000 new mobile plan customers in 

2011, bringing the total customer base to more than 

11.3 million at year-end, 80.6% of them on plans. 

B&YOU, groundbreaking online-only 

mobile plans 

On 18 July 2011, Bouygues Telecom launched 

B&YOU, a groundbreaking online-only service that 

offers a range of attractively-priced mobile plans 

to meet the needs and expectations of the internet 

generation. Sign-up and all other interaction with 

customers take place exclusively online, on the 

website https://www.b-and-you.fr or on community 

forums where users can communicate with and 

help each other. Through their suggestions, users 

MNO: Mobile Network Operator - MVNO: Mobile Virtual Network Operator 


2 


and CSR 


directly help to improve B&YOU and its services. 

The new brand allows customers to buy their handset 

separately from their call plan, at cost price, 

on a payment schedule. B&YOU won the award 

for best low-cost offer at the second Mobiles d'Or 

event 1 in December 2011. 

Eden, a simplified range 

of mainstream plans 

Reflecting its policy of simplifying its products 

and services and better supporting its customers, 

Bouygues launched Eden, a new range of consumer 

call plans in 2011. The range is segmented 

according to data usage in order to adapt to 

customers' needs, offering a choice of plans with 

or without commitment, with or without a handset, 

with or without internet. In addition, Eden customers 

can replace their handset every 24 months for 

less than a new customer would have to pay and 

get a replacement handset within 24 hours in the 

event of breakage, loss, theft or failure. 

Prepaid 

With the introduction of data options for its "Deux 

Fois Plus" card, Bouygues Telecom won the award 

for best prepaid offering at the Mobiles d'Or event 1 

for the second year running. 

Corporate and professional 

Bouygues Telecom Entreprises signed new fixed 

and mobile contracts with a number of major 

accounts (Auchan, Lafarge, Foncia, etc.) and 

launched Neo Pro 24/24 Platinium for companies 

with fewer than ten employees, an all-unlimited plan 

that meets customers' expectations and supports 

mobility by including international calls. 

MVNOs 

There were 1.6 million active MVNO customers 2 on 

the Bouygues Telecom network at end-2011, one 

million more than at end-2010, representing over 

35% of net MVNO market growth in 2011. This performance 

was mainly due to the latest agreements 

concluded by Bouygues Telecom with Lebara 

Mobile and Lycamobile, community MVNOs that 

target individuals looking for attractively priced 

international calling. 

External growth 

Bouygues Telecom took stakes in a number of 

companies in 2011. Together with Orange, SFR 

and Atos, it created Buyster, a company which, on 

13 September 2011, started marketing an innovative 

web-based solution that uses mobile handsets 

for secure on-line payments. 

On 21 December 2011, Bouygues Telecom 

acquired KPN France from the Dutch group KPN. 

The company markets prepaid mobile products 

under the Simyo brand. 

The fixed broadband 

market 3 

The French fixed broadband market grew by 7% 

in 2011 and numbered 22.8 million customers at 

year-end. 4 

Bouygues Telecom signed up more new customers 

on the market in 2011 than Orange, SFR or 

Free, accounting for 30% of net market growth. 

Bouygues Telecom attracted 433,000 new customers 

in 2011, passing the milestone of one million 

fixed broadband customers in June and confirming 

the fixed broadband segment as a driver of growth. 

An ambitious player 

on the fixed market 

Bbox Fibre 

2011 saw the launch of Bbox Fibre, a very-highspeed 

package that uses the Numericable network, 

giving access to a potential market of over 

7 million households. With significantly higher 

speeds than ADSL (up to 100 Mb/s), the service 

offers much faster internet access and downloading, 

while High Definition and 3D provide exceptional 

image and sound quality. Bbox Fibre is also 

available with ideo All-in-One packages, making it 

the first very-high-speed quadruple play offering. 

Optical fibre 

Bouygues Telecom signed an agreement with 

France Télécom-Orange in December 2011 relating 

to access to the horizontal part of France Télécom- 

Orange's optical fibre network in very high-density 

areas. The geographical scope of the agreement 

complements the scope of the agreement 

between Bouygues Telecom and SFR concluded 

in December 2010. The partnership with France 

Télécom-Orange concerns a potential market of 

1.7 million connections in very high-density areas. 

The agreement also covers general conditions of 

access to optical fibre in less dense areas, a potential 

market of 8.9 million residential units. Orders 

will be taken zone by zone as roll-out advances. 

UPHOLDING CUSTOMER 

SERVICE 

Bouygues Telecom distributes mobile and fixed 

services through its subsidiary Réseau Clubs 

Bouygues Telecom (RCBT). The creation of a 

stores network, which started in 1998, is one of the 

main strands of Bouygues Telecom's distribution 

policy. RCBT recently passed the milestone of 650 

Club stores to ensure even closer relations with 

customers on the ground. 

In recent years RCBT has adapted the layout of its 

stores to new services such as ideo, Bbox Fibre 

and 3G+ internet. In 2011, 30 Club stores were 

renovated according to a new concept called 

"Connect", which incorporates an eco-design 

approach. Environment-friendly features include 

LED lighting as well as the choice of computer 

hardware and air-conditioning and heating equipment, 

generating a saving of over 50% on the 

associated charges. Customer support is central 

to the concept, which also makes accessibility for 

people with reduced mobility a priority. 

Extenso Telecom, a wholly-owned subsidiary, also 

plays a key role in distributing Bouygues Telecom 

communication services through its network of 

2,700 outlets. It was voted best wholesaler of line 

subscriptions in 2011 for the fourth year running in 

recognition of its mobile plan sales (with or without 

a handset). 

Bouygues Telecom has stepped up its internet 

sales operations in recent years. The online store, 

accessible directly from www.bouyguestelecom.fr, 

is an interactive outlet open 24/7. As well as a wide 

range of handsets, products and services, it also 

offers internet users special advantages. The site 

attracts over 5 million unique visitors a month on 

average, and the Bouygues Telecom Facebook 

page around 35,000. 

With the aim of directly involving customers in 

its sustainable development policy, Bouygues 

Telecom is continuing its move to electronic billing 

for individual consumers. 3,402,000 customers 

(1) Event co-organised by MedPi, Journal des Télécoms and JDLI. 11 prizes were awarded to eight companies in 2011 for their products, services or managers (2) Estimate of the MVNO active customer base: customers who made at least one outgoing call in the previous month (3) Includes fixed broadband 

and very-high-speed subscriptions (4) Arcep figures published on 1 March 2012 


Optimised 

packaging for 

Bouygues Telecom's 

Card products: 

no cardboard box, 

just a plastic blister, 

nestable rather than 

stackable boxes 

that take up less 

space and save on 

packaging 

were receiving e-bills over the internet by end- 

2011, nearly 60% of the total. The packaging 

of self-service SIM cards and Carte Bouygues 

Telecom card products has also been adapted to 

correspond to the company's eco-design policy. 

A pioneer of mobile handset recycling and the first 

operator to open its scheme to customers of other 

operators and to all makes of handset, in 2011 

Bouygues Telecom launched a virtual store for 

pre-owned smartphones on its website. In perfect 

condition, the handsets are supplied through the 

company's recycling scheme and offered for up to 

50% of the price of a new phone; they are available 

without commitment, with a three-month guarantee 

and assistance in the event of a problem. These 

are examples of how Bouygues Telecom has 

reasserted its determination to better serve its 

customers, taking account of both environmental 

issues (by reusing products and making it easier 

to recycle them) and social issues (giving more 

people access to smartphones, using the sheltered 

sector in the recycling scheme). 

In 2011, Bouygues Telecom also took steps to 

offer more responsible products when supporting 

customers in the use of their mobile phone or router. 

For child protection purposes, a comprehensive 

parental control solution for the Bbox router or 3G 

modem or a parental lock on TV sets is available 

on the website. The company has also stepped up 

its communication on the internet and in point-ofsale 

guides to promote its personalised customer 

consumption review service. 

Bouygues Telecom contributed to a number of 

health monitoring initiatives in 2011. For example, 

it regularly updated the Radiofrequencies and 

Health section of the Bouygues Telecom website, 

extended the scheme to provide information about 

the specific absorption rate (SAR) of handsets 

and use of the hands-free kit to all communication 

media and updated the French Telecoms 

Federation brochure on mobile phones and health, 

incorporating the World Health Organisation's latest 

findings on the subject. 

Following the launch of Ijenko Inside, the first 

Bbox-based energy consumption management 

service, Bouygues Telecom announced its participation 

in the IssyGrid ® project, a neighbourhood 

energy management and optimisation solution. 

Other partners in the five-year project in Issyles-Moulineaux, 

near Paris, include Alstom and 

Bouygues Immobilier. 

for more informaTion 

bouyguestelecom.com 

Pre-owned smartphones 

• http://mobile-occasion.bouyguestelecom.fr/ 

Responsible offers 

• http://www.services.bouyguestelecom.fr/ 

telephone-mobile/controle-parental 

SUSTAINABLE 

DEVELOPMENT 

Organisation 

and coordination 

Bouygues Telecom's sustainable development 

policy is coordinated by the Innovation Architecture 

Services division in synergy with support and 

operational units. The sustainable development unit 

supervises the roadmap, the related reporting and 

working groups on cross-disciplinary issues, coordinated 

by the general management committee, 

the energy committee or the responsible purchasing 

committee, for example. An executive committee 

made up of senior managers from the firm's 

main lines of business meets monthly to ensure 

operational coherence. At local level, two-person 

teams from Staff Services and Human Resources 

coordinate actions on all the company's sites. 

For nationwide events, initiatives are taken on all 

sites to raise employees' awareness of the key 

strategic priorities developed in-house. The issues 

tackled in 2011 concerned reductions in business 

travel, waste sorting, eco-design, the use of electronic 

documents and everyday ways of reducing 

paper and energy consumption. 

As in the rest of the Group, Bouygues Telecom promoted 

its ethical code to staff through awarenessraising 

sessions and specific training. 

In order to increase customer satisfaction, 

Bouygues Telecom has introduced a management 

method called Lean Six Sigma, designed to 

improve the effectiveness and quality of its processes 

and hence to guarantee constant service 

and product quality. 

Regular dialogue is also conducted with the 

company's main stakeholders: customers, shareholders, 

employees, charitable organisations, 

suppliers, etc. (see the Dialogue with Stakeholders 

table opposite). 


The purchasing department, created in 2002, 

is continuing a proactive policy of approving 

environment-friendly, socially responsible products 

and services produced in compliance with ethical 

principles, as well as developing even-handed 

relations with suppliers. 

In addition to handset and equipment recycling 

schemes, waste management and a policy of 

choosing products with low environmental impact, 

Bouygues Telecom continued to focus on two 

priorities: 

> EcoVadis CSR assessments of 74 new suppliers, 

bringing the total number of assessed suppliers 

to over 250; 

> use of the sheltered sector: in 2011, goods and 

services worth nearly €1.4 million were purchased 

from sheltered workshops and inclusion 

programmes. 

Outlook 

Bouygues Telecom made considerable efforts to 

reduce its energy consumption in 2011. These 

will continue in 2012, focusing on eco-design of 

routers and the company-wide introduction of an 

ISO 50001-type management system. Generally 

speaking, action will concentrate on the design 

of more responsible products that are as widely 

accessible as possible.. 


2 


and CSR 


dialogue wiTH sTaKeHolders 

Stakeholders Player(s) in Bouygues Telecom Examples of types of dialogue 

Customers 

Consumer organisations (UFC-Que Choisir, Adeic, 

Familles de France, Familles Rurales, CLCV, etc.) 

Mediator (AMCE) 

> Customer Service, Customer Relations, Consumer Affairs, Research, 

Legal Affairs departments 

> Customer service 

> Customer satisfaction surveys, studies, round tables 

> Meetings with consumer organisations 

> Internal forum for customer complaints and discussion 

Employees 

Trade unions 

Regulators and consultative bodies 

(Arcep, ANFR, CNC, etc.) 

Central government (ministries, DGCCRF, 

European Union, etc.) 

European institutions 

Industry organisations and associations, 

both national (FFT, Afutt, Afors Telecom, etc.) 

and international (GSMA, ECTA) 

> Management, Human Resources and Labour Relations managers 

> Frequencies and Protection, Economic Affairs and Regulation, 

Consumer Affairs, Legal Affairs, Sustainable Development departments 

> Frequencies and Protection, Economic Affairs and Regulation, 

Consumer Affairs, Legal Affairs, Sustainable Development departments 

> Employee perception surveys 

> Annual assessments 

> Dialogue and negotiation of agreements with employee representatives 

> Intranet site including an environment and sustainable development section 

> Events, in-house magazine 

> Responses to public consultations and questionnaires 

> Meetings, participation in working groups 

> Drafting of reviews, proposals 

> Discussions and working meetings with operators on non-competitive issues 

of mutual interest 

> Industry responses to public consultations 

Local residents associations, national associations, 

associations with a special interest in radio masts 

> Frequencies and Protection, Network External Relations departments > Discussion of Grenelle I and II Acts, round tables, public meetings 

> Specific Radiofrequencies and Health website 

Suppliers and service providers 

Mayors and elected officials, prefects, 

land and property owners 

> Purchasing department 

> Network External Relations, Asset Management departments 

> Executive committees 

> Third-party evaluations and audits 

> Supplier mirror surveys 

> Public meetings 

> Consultation meetings 

> Trade fairs 

> Local residents meetings, exhibitions 

Adeic: Consumer Protection, Education and Information Association - Afors Télécom: French Association of Telecom Networks and Services Operators - Afutt: French Telecommunications Users Association - AMCE: Electronic Communications Mediation Association - ANFR: National Frequencies Agency - 

Arcep: French electronic communications and postal service regulator - CLCV: Consumer, Housing and Lifestyle Federation - CNC: National Consumer Council - DGCCRF: French consumer affairs, competition and fraud watchdog - ECTA: European Competitive Telecommunications Association - 

FFT: French Telecoms Federation - GSMA: GSM Association - UFC-Que Choisir: leading French consumer association 


SUPPORTING 

OUR PEOPLE 

Like other Group companies, Bouygues Telecom 

has always paid particular attention to its people, 

giving priority to preventing discrimination and 

promoting equal opportunity and diversity. 

Employee health and 

safety 

Action to promote health and safety was taken in 

four areas in 2011: a programme to encourage 

people to take physical exercise, training for 2,000 

managers to raise their awareness of how to detect 

and prevent stress, road safety information and 

events, and safety information for maintenance 

technicians provided in electronic form so that 

they can look it up on a PDA while in the field, for 

example. 

Promoting equal 

opportunity and diversity 

Diversity in the workforce 


Thierry Geoffroy, policy officer to the 

Managing Director of Afnor Certification 

What does Afnor 

Certification think of 


policy? 

Award of the Diversity 

label comes as no 

surprise, even though 

it is never a foregone 

conclusion. The Diversity 

label is intended to 

recognise and reward a 

constant commitment 

combined with practical 

action to guarantee the 

effective prevention 

of discrimination and 

promote diversity. 

That has already been 

the case at Bouygues 

Telecom for a number 

of years. The "Diversity 

and Recruitment" 

and "Respect and 

Performance" training 

courses introduced 

in 2007 are a good 

illustration of that. 

What is special about 


approach? 

It is special first and 

foremost because it is 

applied in a company 

operating in a business 

exposed to relentless, 

substantive and abrupt 

change. As a result, 

combating discrimination 

requires constant 

adaptation and great 

responsiveness in the 

action taken. Employees 

readily recognise this, 

since 86% of them say 

that promoting diversity 

is a fact of life in the 

company. One example 

among many others that 

comes to mind, and which 

we regard as particularly 

representative, is 

sponsoring employees 

of the cleaning firm at 


headquarters, the 

Sequana Tower in 

Issy-les-Moulineaux, 

to promote literacy. 

One of the outstanding events of 2011 was the 

award of the Diversity label in July in recognition 

of a fully-fledged diversity policy based on four 

priorities: disability, equal opportunity, older workers 

and origin. The place of women in the company 

was another key issue in 2011, with the roll-out 

of the Women in Management programme. Ten 

initiatives were launched with the aim of increasing 

the proportion of women in the workforce and in 

senior management positions, including a women's 

network, a mentoring programme to fast-track 

women's careers and training to raise awareness 

of gender issues. Bouygues Telecom also won a 

Top Employer award from the CRF Institute for the 

second year running. 

Integrating disabled workers 

The target for the recruitment of disabled employees 

was exceeded by 25% in 2011 and specific 

career interviews were introduced. A first agreement 

to promote the integration of disabled workers 

was signed at RCBT in October and a disability 

task force has been set up to coordinate and monitor 

initiatives. 

Skills development and career 

enhancement 

The transformational Growth and Performance 

programme was launched in 2011, enabling 2,000 

Bouygues Telecom managers to share and prepare 

for the new challenges facing the company, in 

particular by establishing a culture of continuous 

improvement in business processes and the associated 

managerial practice. The importance of ethical 

behaviour was also reasserted through training 

to raise awareness of best practice in conjunction 


2 


and CSR 


with the distribution of Bouygues Telecom's new 

code of conduct. 

managing waste, controlling consumption, buying 

more energy-efficient equipment and optimising 

employee travel. 

Supporting good citizenship 

initiatives 

The Bouygues Telecom Foundation and its 

750 volunteers from within the workforce continued 

its work in its three chosen areas: 

> the community, with Association Les Petits 

Princes, a charity that makes the dreams of 

seriously-ill children come true (it helped 30 children 

in 2011); 

> the environment, with 190 employees helping 

to clean up beaches and rivers in partnership 

with the Surfrider Foundation; 

> culture, with the Bouygues Telecom Foundation– 

Metro New Talent prize, awarded to Philippe 

Nonie for his novel L’Inconnue. 

Flagship initiatives include the Optile Energy 

project, launched in 2009, to manage and control 

network consumption despite soaring data traffic 

through measures such as turning hardware off 

and choosing more efficient solutions. The data 

centre consolidation plan resulted in savings of 

over 8 GWh, representing 13% of total data centre 

consumption. 

For the past five years, the Foundation has also 

offered its employees a framework for charity 

sponsorship, extended in June to customers, thus 

supporting them in their personal commitments. 

Dialogue with staff 

Staff were again invited to respond to a perception 

survey 1 in 2011, two years after the previous 

one. The high level of participation (77%) demonstrates 

their interest in and commitment to the 

company, especially its values and community 

action. Commitment to the community 2 and pride 

in working 3 at Bouygues Telecom came top. The 

biggest advance (11 points) concerned measures 

to promote equal opportunity and the sustainable 

development policy, reflecting the many initiatives 

taken to increase diversity in the workforce, 

crowned by the award of the Diversity label and 

HQE ® and ISO 50001 certification. 

Dialogue with employee 

representatives 

A sustained dialogue took place in 2011 between 

Bouygues Telecom's management and its 332 

employee representatives, at 276 meetings on subjects 

such as the home working pilot scheme and 

the Diversity label. Negotiations on the Resource 

Space (online personal development workshops 

available to all employees) and voluntary profitsharing 

resulted in agreements signed by all the 

trade unions. In late 2011, the unions were invited 

for the second time to negotiate on the jobs and 

skills plan and on gender equality in the workforce. 

REDUCING OUR 

ENVIRONMENTAL 

FOOTPRINT 

Bouygues Telecom carried out its fifth carbon 

balance in 2011. CO 2 

emissions had stabilised 

as a result of the action taken, despite considerable 

investment in network equipment. Most of 

Bouygues Telecom's efforts to reduce its carbon 

impact focus on energy and travel. 

In order to achieve its aims, the company has 

introduced a proactive "3Rs" policy (Reduce, 

Reuse, Recycle), as well as reducing energy use, 

TOTAL CARBON EMISSIONS 

PER SOURCE 

Product 

use 

2.26% 

Freight 2.60% 

Energy 

6.96% 

Travel 

8.23% 

Source: Bouygues Telecom – 2011 

Waste 

0.22% 

Non-energy use 

0.06% 

Inputs and 

services 

19.30% Property, plant 

& equipment 

60.37% 

(1) The responses were processed and analysed by Inergie Opinion (2) 96% of staff recognise Bouygues Telecom's commitment to the community (3) 95% of staff say they are proud to work at Bouygues Telecom 


Responsible site 

management 

Sustainable building operation 

Three Bouygues Telecom sites currently have 

HQE ® Operation certification: the Bourges customer 

relations centre, since 2009, and the two 

main sites in the Paris region. Certification involves 

staff in practical sustainability measures such as 

reducing energy and water use and sorting waste 

at source. 

Renewable energy 

New solutions for generating power from renewable 

energy sources were either installed or under 

consideration in 2011, including multiple-source 

solutions, rooftop photovoltaic mini-farms, wind 

turbines and fuel cells. 

The Printania site in Bourges 

has received ISO 50001 certification 

Controlled energy management 

Bouygues Telecom stepped up its energy efficiency 

policy by deciding to roll out energy management 

systems that comply with the new ISO 50001 

standard. The first international standard to define 

requirements for implementing energy management 

and continuous improvement systems, 

ISO 50001 is applicable to any organisation and 

covers all types of energy (electricity, fuel, natural 

gas, steam, heat, etc.) without distinction as to 

source (renewable or other). A real selling-point, 

ISO 50001 certification gives fresh impetus to 

continuous improvement in order to reduce energy 

dependence and prepare for price rises. 

Bouygues Telecom thus became the first fixed and 

mobile operator to be certified by Bureau Veritas 

Certification. Two sites, the Bourges customer 

service centre and the data centre in Montigny-le- 

Bretonneux, were awarded ISO 50001 certification. 

Two other sites are also likely to obtain this 

certification in 2012, representing a total of over 

100,000 m² of office space. 

Rigorous waste management 

at base stations and data centres 

and in offices 

Bouygues Telecom uses the sheltered sector as 

a priority for waste management. In partnerships 

dating back to 2004, the company is continuing 

to work with sheltered workshops: Esope recycles 

dismantled equipment from base stations 

(racks, aerials, etc.), while ATF recycles computer 

hardware. 

Reducing paper consumption 

New-generation multi-function printers 1 introduced 

in previous years at sites in the Paris region were 

extended to all other sites in 2011. The number of 

sheets of paper printed fell by 4% between 2010 

and 2011. Dynamic visual displays installed in 

busy areas of the two main Paris region sites have 

helped to reduce paper consumption as well as 

offering a new means of communication. 

Bouygues Telecom started the move to electronic 

documents several years ago in order to reduce its 

environmental footprint and optimise its validation 

processes. Several HR management documents 

are now processed in electronic form, including 

employee mobile phone bills, payslips and documents 

covering relations between line managers 

and employees. Electronic exchanges with suppliers 

are introduced as soon as possible. 

Optimising travel 

After introducing a first corporate travel plan in 

2005, Bouygues Telecom launched a specific 

plan in 2011 for its new headquarters at Issy-les- 

Moulineaux, near Paris. The aim is to reduce 

employee travel between sites and, when it is 

unavoidable, to propose the most energy-efficient 

solutions. In addition to the inter-site shuttle service 

introduced in 2005, employees now have the 

use of 22 electric vehicles. The free service is the 

first vehicle-sharing scheme in a private firm. In 

November, the first car-pooling social network went 

online at the Technopôle in Meudon, near Paris. In 

2011, Bouygues Telecom launched a pilot home 

working scheme in order to combine business 

performance with a better work/personal life balance 

for employees. The results will be reviewed 

and conclusions drawn in 2012. 

(1) A combined photocopier, scanner, fax machine and printer that can also send e-mails 



2 


and CSR 



Personalised reviews of 

customer consumption 

Number 937,000 1,170,000 

> In the customer area on the website, proposal of offers 

best suited to customer consumption derived from a 

personalised review (assisted choice) 

> Enhance assisted choice by making it fuller, more instructive 

and easier to use 

Support 

customers in 

their mobile 

phone and 

Bbox use 

Parental controls activated 

Afom brochures on mobile 

phone use and health 

distributed 

Number 

118,000 

(mobile) 

153,000 

(mobile and 

fixed) 

Number 5,200,000 5,605,000 

> Grouping in a single section on the bouyguestelecom.fr 

website of all available parental control services for the 

household's devices (fixed and mobile) 

> Updating of the brochure following publication of IARC 

studies of the cancer risk to humans of radiofrequency 

signals (included in all SIM and phone packs) 

> Implementation of new regulations for consumer 

information about recommendations for mobile phone use 

initiated by Comop 

> Study extension of parental control on mobile phones with the 

addition of a child profile and the introduction of a mobile portal 

for children 

> Optimise coherence as a full-service operator 

> Make customer information more visible 

Deliver 

high-quality 

service to all 

customers 

whatever their 

products, 

services 

and contact 

channels 

Position in the TNS Sofres- 

BearingPoint mobile phone 

customer relations league 

table 

Ranking 

1st for the 

fourth year 

running 

(mobile) 

1st for the fifth 

year running 

(mobile) and 

for the first 

time (fixed 

and internet) 

> Extension of service quality levels appreciated by 

customers to fixed and internet activities and preservation 

for mobile services (recognition of contact quality and 

responsiveness, for example) 

> Development of grassroots coordination in contact 

channels to further improve customer perception 

> Enhancement of fixed/mobile versatility among customer 

advisers 

> Enhance customer service arrangements to ensure an 

across-the-board focus on quality (channels and processes) and 

attentiveness to customers 

Purchase 

responsibly 

Suppliers assessed 

by EcoVadis a Number 114 169 

Buyers trained in 

responsible purchasing 

% n.a. 62 

> Creation of a responsible purchasing unit to step up the 

policy and relaunch the assessment and monitoring of 

suppliers 

> Training in responsible purchasing 

> Update of the risk map in order to prioritise actions 

> Step up support for assessed suppliers 

> Reach 300 suppliers assessed within the last three years 

> Train all buyers 

> Step up policy coordination 

Ensure 

employee 

health and 

safety 

Workplace accident 

frequency rate b 

Workplace accident 

severity rate b 

% 

2.99 c 

(at 8 February 

2011) 

0.083 d 


2011) 

2.19 c 


2012) 

0.073 d 


2012) 

Health and safety training Number Over 2,000 1,445 

> Update of the road safety policy and awareness-raising 

measures for staff (motorcycle/scooter riding, driving 

audits, etc.) 

> Provision of safety information in electronic form so that 

maintenance technicians can consult them on PDAs and 

computerisation of subsequent intervention files 

> Launch of a programme to encourage employees to take 

physical exercise 

> Awareness-raising training in stress detection and 

prevention for 1,940 managers 

> Modify specifications following new regulations (maintenance 

operations, regulatory electrical engineering inspections, electrical 

engineering authorisations) 

> Implement regulatory changes relating to road safety and track the 

internal road accident indicator to adapt measures to the type and 

number of accidents 

> E-learning to raise safety awareness among technicians working 

at height 

> Step up the prevention of risks linked to excessive use of 

communication media (e-mails, SMS, communicators, etc.) 

for a better work/personal life balance 




Favour equal 

opportunity 

and enhance 

employees' 

skills 

Give as many 

people as 

possible 

access to 

Bouygues 

Telecom 

services 

Disabled employees Number 199 234 

Purchases from sheltered 

workshops and inclusion 

programmes 

€ '000 1,462 1,368 

Diversity label n.a. n.a. Award 

Women managers % 33 34 

Employees given training % 92 94 

Municipalities covered in 

the blind spots programme 

Municipalities covered 

under the 3G RAN sharing 

programme 

Bouygues Telecom Club 

stores accessible to 

disabled people 

Talking screen-readers 

offered to sight-impaired 

users 

Number 

2,935 

(at end-2010) 

3,044 

(at end-2011) 

> First approved agreement for the integration of disabled 

workers at RCBT (Réseau Clubs Bouygues Telecom) 

> Diversification of activities subcontracted to the sheltered 

sector 

> Reinforcement of existing partnerships 

> Creation of an equal opportunity and diversity unit 

> Managerial training in the promotion of diversity via 

e-learning 

> Roll-out of the Women in Management plan designed 

to increase the number of women in the most senior 

managerial positions (creation of a women's network, 

mentoring, equal opportunity training, etc.) 

> Growth and Performance training for 2,000 managers to 

continue to change practices and enable managers to 

adapt to the new challenges facing the company 

> Business ethics awareness-raising for managers 

> Circulation of the code of conduct to all staff and 

implementation by managers 

> Advances by Bouygues Telecom in the additional 

programme launched in 2009 to provide 2G coverage to 

blind-spot municipalities 

(target: over 3,300 municipalities) 

Number n.a. 145 > Launch of 3G RAN sharing in rural areas 

Number 

352 

(out of 413 

tied stores 

and branches) 

366 

(out of 421 

tied stores 

and branches) 


> Extension of accessibility commitments from mobile to 

fixed services 

> Roll-out of the new Connect layout for Bouygues Telecom 

Club stores 

> Inclusion of products with integrated talking 

screen-readers in the range of handsets 

> Negotiate a fourth approved agreement for Bouygues Telecom 

> Develop work/study arrangements for disabled students 

> Train and support the mentors and managers of disabled employees 

> Train all buyers in responsible purchasing by raising their awareness 

of the sheltered sector 

> Pass the Diversity label audit 

> Negotiate a third agreement on older workers for Bouygues Telecom 

> Launch an action plan for young people from disadvantaged 


> Continue roll-out of the Women in Management programme 

> Negotiate a supplement to the equal opportunity agreement 

> Support the emergence of new lines of business and anticipate 

technological and commercial breakthroughs with a particular focus 

on internet issues 

> Continue the Growth and Performance programme 

> Roll out a plan to support customer relations staff so that they can 

meet the requirements of the environment and the business 

> Continue to extend the coverage of blind-spot municipalities 

(target: 3,100 municipalities at end-2012) 

> Continue to extend 3G RAN sharing in rural areas 

(target: 1,100 municipalities by end-2012) 

> Review accessibility criteria with organisations representing disabled 

people 

> Improve the accessibility of fixed and internet equipment and 

services 

> Always have at least one handset in the range that is compatible with 

the software 

> Given the explosion in the number of touch-screen handsets, raise 

manufacturers' awareness of the specific requests of organisations 

representing the sight-impaired 


2 


and CSR 



Support good 

citizenship 

initiatives 

Design and 

distribute more 

responsible 

products and 

services 

Reduce the 

environmental 

footprint of the 

activity 

Amount spent on 

sponsorship 

Employees volunteering 

for the Bouygues Telecom 

Foundation's initiatives 

€ '000 

1,000 

(including 

130 to local 


1,000 

(including 

130 to local 



Used handsets collected Number 19,857 94,636 

Contract customers on 

e-billing 

Router energy consumption kWh/year n.a. 

Carbon balance 

Scope 1 and 2 

Overall electricity 

consumption 

> Help in making the dreams of 30 seriously ill children 

come true through the Association Petits Princes charity 

> Support for 20 projects sponsored by employees 

> Launch of a programme to sponsor customers' favourite 

charities (€5,000 each for 30 projects) 

> Involvement of 190 employees in operations with the 

Surfrider Foundation to clean up beaches, lakes and rivers 

> Roll-out of the new collection scheme in all Bouygues 

Telecom Club stores and promotion of the service 

> Renew support for the Fondation pour la Nature et l’Homme, 

the Surfrider Foundation and the Association Petits Princes charity 

> Launch a second call for projects sponsored by customers 

> Earmark a budget of €130,000 for projects sponsored by employees 

> Give employees an opportunity to take part in nature projects 

organised by organisations supported by the Fondation pour la 

Nature et l’Homme 

> Continue to promote recycling 

> Expand sales of pre-owned handsets 

% 50 59 > Continuation of the e-document programme > Promote the advantages of detailed e-billing to customers 

Tonnes 

CO 2 

eq. 

Kg CO 2 

eq. per 

customer 

Kg CO 2 

per euro 

of sales 

TV decoder 

ADSL: 81 

Fibre: 125 

> Commitment to comply with the voluntary agreement on 

TV decoder consumption 

52,010 51,722 g > Roll-out of an action plan to reduce greenhouse gas 

4.15 3.67 

emissions including: 

- creation of a 20 car-sharing fleet of electric vehicles 

(first such scheme in a private firm) 

- update of the corporate travel plan 

9,228 9,009 

Change 

GWh 

in % per 

511 

-10.2 

536 g 

-6.8 > Plan to reduce energy consumption on all sites 

customer 

Change 

(technical and administrative) 

> IS0 50001 certification for the Bourges customer relations 

in % per 

centre and the data centre in Montigny-le-Bretonneux 

-0.67 2.97 

euro of 

sales 

> Comply with the home gateway consumption code of conduct f 

> Continue the policy of reducing the carbon footprint of business 

travel 

> Implement an ISO 50001-type management system at all sites 

> Obtain ISO 50001 certification for the Technopôle in Meudon and 

Tour Sequana in Issy-les-Moulineaux 

Afom: French mobile phone operators association - IARC: International Agency for Research on Cancer - Comop: Operational committee commissioned to carry out a study of exposure to radio waves - n.a.: not applicable/not available 

(a) Total number of suppliers assessed in the last three years (active and inactive, including non-respondents) (b) Indicator subject to possible correction since it has to be validated after publication by the relevant authorities (c) Number of industrial accidents involving time off work x 1,000,000 / number of 

hours worked (d) Number of days off work x 1,000 / number of days worked (e) European reference framework for TV decoder consumption (f) European reference framework for router consumption (g) Change of scope between 2010 and 2011 with extension to outside data centres 




Customer support 

Health 

Personalised reviews of customer consumption 

750,000 937,000 1,170,000 

100% Number 

Parental controls activated 115,000 (mobile) 118,000 (mobile) 153,000 (mobile and fixed) 

Afom brochures on mobile phone use and health distributed 

4,960,005 5,221,447 5,605,000 

Radiofrequencies and health: answers to letters 120 40 31 

100% Number 

Radiofrequencies and health: answers to e-mails 63 13 6 

Electromagnetic field measurements made on outside request 900 703 600 

Employee benefits Average gross annual amount of employee profit-sharing 100% 

€ 

2,624 

(received in 2009 

in respect of 2008) 

1,268 



3,062 



Membership of employee savings scheme % 63.2 a 66.1 59.8 

Women Women in managerial positions 100% % 33.1 33.4 34.3 

Disabled people 

Disabled employees 

178 199 234 

Number 

Disabled people hired 31 21 38 

100% 

Purchases from sheltered workshops, inclusion programmes and 

€ '000 996 1,462 1,368 

integration schemes 

Absenteeism Hours off work/working hours (excl. maternity leave) 100% % 3.9 3.9 4.1 

Reporting 

framework 

Internal 

ISO 26000 6.7 

GRI PR1 

ISO 26000 6.8 

Internal 

ISO 26000 6.3 

ISO 26000 6.4 

GRI LA13 

ISO 26000 6.3 

ISO 26000 6.4 

GRI LA13 

ISO 26000 6.3 

ISO 26000 6.4 

GRI LA7 

ISO 26000 6.3 

ISO 26000 6.4 

Accidents 

Training 

Recycling 

Frequency rate 100% (b) 2.6 d 2.99 e 2.19 f 

Severity rate (o/w number of fatal accidents, subcontractors included) 

(c) 0.069 d 0.083 e 0.073 f 

GRI LA7 

55 

78 

68 

Workplace accidents 

100% 

o/w 41 with time off o/w 51 with time off o/w 39 with time off 

Accidents to and from work 

Health and safety training 

Bouygues 

Telecom SA 

(excl. 

subsidiaries) 

Number 

101 

o/w 62 with time off 

111 


96 


Over 2,000 Over 2,000 1,445 

Iso 26000 6.3 

Iso 26000,6.4 

GRI LA8 

ISO 26000 6.3 

ISO 26000 6.4 

Hours dispensed 

Number 278,783 298,898 328,151 GRI LA10 

100% 

ISO 26000 6.3 

Employees given training % 90 92 92 

ISO 26000 6.4 

Recycled handsets: 

57,260 

113,508 

146,957 

• collected from customers (Bouygues Telecom Club stores, business customers 

GRI EN22 

Number 

and the general public via the internet, employees) 

13,384 

19,857 

94,636 

ISO 26000 6.5 

• through after-sales 100% 

43,876 

93,651 

52,321 

Recycled network equipment: 

• batteries 

• excl. batteries 

Tonnes 3 

415 

0 

332 

1 

260 

GRI EN22 

ISO 26000 6.5 


2 


and CSR 


Reporting 


framework 

E-document E-billing of general public contract customers 

40 50 59 GRI EN1 

100% Aggregate 

exchange 

E-purchasing 41 56 65 

ISO 26000 6.5 

Total electricity consumption (administrative sites, base stations, data centres) 

Bouygues 

GWh 490 511 536 i GRI EN3 

Electricity consumption per occupied workstation in offices Telecom SA MWh 3.38 4.22 3.26 

ISO 26000 6.5 

Consumption 

Emissions 

Responsible 

purchasing 

Accessibility 

Sponsorship 

Paper consumption per occupied workstation 

(excl. 

subsidiaries) 

Number of 

reams 

Base stations powered by renewable energies 100% Aggregate 

Scope 1 and 2 carbon emissions 

Bouygues 

Telecom SA 

(excl. 

subsidiaries) 

Suppliers assessed by EcoVadis g 100% 

Tonnes 

CO 2 

eq. 

3.91 2.77 2.95 

1 

(wind & photovoltaic) 

1 

(wind & photovoltaic) 

8 (4 wind & photovoltaic / 

4 fuel cells) 

n.a. 52,010 51,722 

Number 109 114 169 

Share of purchases assessed by EcoVadis h % 18 43 65 

Suppliers assessed by EcoVadis during the year Number 27 68 74 

Buyers trained in responsible purchasing Aggregate n.a. n.a. 62 

Municipalities covered under the blind spots programme 

Municipalities covered under the 3G RAN sharing programme 

2,876 

n.a. 

2,935 

n.a. 

3,044 

145 

Bouygues Telecom Club stores accessible to disabled people 

100% Number 304 (out of 388 tied 352 (out of 413 tied 366 (out of 421 tied stores 

stores and branches) stores and branches) and branches) 

Talking screen-readers offered to sight-impaired customers 326 321 251 

Budget devoted to sponsorship (community initiatives) 

€ '000 1,000 1,000 1,000 

Volunteer employees for the Bouygues Telecom Foundation's initiatives Number 508 620 750 

Donations 

737 752 790 

Employee voluntary work 29 11 31 

100% 

€ '000 

Donations in kind 55 50 20 

Sponsorship structure 141 181 190 

Share of budget devoted to long-term projects 

84 82 83 

% 

Share of budget devoted to one-off actions 16 18 17 

GRI EN1 

ISO 26000 6.5 

GRI EN6 

ISO 26000 6.5 

GRI EN16 

ISO 26000 6.5 

HR2 

ISO 26000 6.3 

ISO 26000 6.6 

HR1 

ISO 26000 6.3 

ISO 26000 6.6 

HR2 

ISO 26000 6.3 

ISO 26000 6.6 

HR3 

ISO 26000 6.3 

ISO 26000 6.6 

Internal 

ISO 26000 6.7 

Internal 

ISO 26000 6.8 

Research and 

Research and development budget 100% €m 18.6 15.7 19.5 Internal 

development 

n. a.: not applicable/not available 

(a) Bouygues Telecom SA excl. subsidiaries (b) Frequency rate = number of industrial accidents involving time off work x 1,000,000 / number of hours worked (c) Severity rate = number of days off work x 1,000 / number of days worked (d) Based on decisions communicated by social security organisations on 

2 February 2010 (e) Based on decisions communicated by social security organisations on 8 February 2011 (f) Based on decisions communicated by social security organisations on 3 February 2012 (g) Total number of suppliers assessed in the last three years (active and inactive, including non-respondents) 

(h) Purchases in year n represented by the total number of suppliers assessed at least once in the last three years (active and inactive, including non-respondents) with the purchases represented (i) Change of scope between 2010 and 2011 with extension to outside data centres 


Bouygues SA 

Key figures 

2011 sales 

€69m 

(+5%) 

operating loss 

-€30m 

(n.m.) 

net profit 

€808m 

(-10%) 

employees 

186 

n.m.: not meaningful 

As the parent company of an 

industrial group, Bouygues SA 

focuses mainly on the development 

of the Group's different businesses. 

It is the place where decisions are 

taken that determine the Group's 

activities and the allocation of its 

financial resources. 

Internal control – Risk 

management – Compliance 

From its inception, the Bouygues group has made 

risk management one of the cornerstones of its 

corporate culture because its founder had a highly 

innovative vision of the construction business, 

the Group’s first activity. Today Bouygues SA, the 

Group’s parent company, regards internal control, 

risk management and compliance as being among 

its core missions. Many actions have been taken in 

this sphere in each of the five business areas over 

the last four years, on the parent company’s initiative 

and under its supervision. They are organised 

around three strands: internal control guidelines, 

self-assessment of implementation of the core 

principles of tthese guidelines and identification 

and monitoring of major risks. In accordance with 

the Group’s Code of Ethics, compliance is one of 

the key objectives of these three policies. 

A description of the Group’s internal control and 

risk management system is given in the Chairman’s 

report in the Legal and Financial Information section 

of this document. 

Management 

Bouygues SA pays particular attention to Group 

management, taking steps to encourage exchanges 

and share experience between support structures 

and businesses, motivate staff and develop 

team spirit within the Group. The main actions in 

this sphere in 2011 are described in The Group 

section of this document, under Corporate, social 

and environmental responsibility. 

Services rendered 

to subsidiaries 

As well as being responsible for the overall management 

of the Group, Bouygues SA provides a 

range of general and expert services to Group 

businesses in areas such as finance, communications, 

sustainable development, corporate sponsorship, 

new technologies, insurance, legal affairs 

and human resources. For that purpose, Bouygues 

SA and the main Group companies conclude 

annual agreements under which each business 

area can call on general and expert services as 

necessary. The amounts invoiced for such services 

in 2011 are shown in Financial flows below and in 

the Auditors’ report on regulated agreements in 

the Combined Annual General Meeting of 26 April 

2012 section of this document. 

Alstom 

Bouygues held 30.75% of Alstom’s shares and 

voting rights at 31 December 2011. 

The AMF amended its regulations governing 

tender offers on 31 January 2011. Inter alia, the 

threshold for triggering a mandatory tender offer 

was reduced from one-third to 30% of the capital or 

BOUYGUES • 2011 Registration Document • BUSINESS ACTIVITIES AND CSR • Bouygues SA • 128

2 


and CSR 

Bouygues SA 

voting rights. However, Article 234-11, paragraph 2 

of the AMF General Regulation states that the onethird 

threshold continues to apply to any person 

"who, after 1 January 2010, directly or indirectly 

holds between 30% and one-third of the capital 

or voting rights as a result of a firm commitment 

prior to that date, as long as the holding remains 

between these two thresholds". On 25 November 

2009, Bouygues gave a binding undertaking to 

acquire 4,400,000 Alstom shares in exchange 

for the shares in Alstom Hydro it held at the time. 

After the competition authorities had completed 

their review of the transaction, on 12 March 2010 

Bouygues increased its holding in Alstom to 

30.81% of the capital and voting rights. 

Consequently, the rule whereby companies that 

crossed the threshold of 30% of the capital or 

voting rights of a listed company after 1 January 

2010 without a binding commitment prior to that 

date must reduce their holding below 30% by 

1 February 2012 or file a draft tender offer does 

not apply to Bouygues. The threshold applicable 

to Bouygues remains one-third as long as its holding 

is maintained at between 30% and 33.33% of 

Alstom’s capital or voting rights. 

Financial transactions 

At its meeting on 30 August 2011, the Board of 

Directors announced a proposed share repurchase 

tender offer for Bouygues shares. The offer consisted 

in a buyback by Bouygues of its own shares 

up to a limit of 41,666,666 shares, representing 

11.7% of the capital, at a price of €30 per share. 

The transaction was approved by 98% of the 

shareholders at an extraordinary shareholders’ 

meeting on 10 October 2011. The share repurchase 

tender offer was open from 17 October to 

7 November 2011. 

Shareholders were free to tender their shares 

or not. Those who did so benefited from a 29% 

premium in relation to the average share price 

in August 2011. The transaction also protected 

the interests of those shareholders who wished to 

continue to support the Group in the longer term 

and kept their shares, since it greatly increased 

earnings per share (the estimated increase was 

approximately 11% at that date), assuming a 100% 

take-up of the tender offer. 

SCDM, a holding company owned by Martin 

Bouygues and Olivier Bouygues, stated that it did 

not intend to tender its shares to the offer, demonstrating 

its confidence in the Group’s future. 

On 14 November 2011, the AMF published an official 

notice in which it announced that 163,121,437 

shares had been tendered to the share repurchase 

tender offer. 

After applying the reduction mechanism, Bouygues 

repurchased 41,666,666 of its own shares, representing 

11.69% of its capital (on the basis 

of a share capital of 356,535,745 shares and 

480,145,821 voting rights at 31 October 2011). 

On 15 November 2011, Bouygues’ Board of 

Directors decided to cancel the 41,666,666 repurchased 

shares. Following this cancellation, the total 

number of Bouygues shares in issue amounted to 

314,869,079. 

The company paid out a total of €1.25 billion in 

the context of the transaction. It was the first share 

repurchase tender offer on such a large scale in 

France. 

As announced, SCDM did not tender its shares 

to the offer. On completion of the transaction, it 

owned 21.08% of Bouygues’ share capital and 

29.56% of the voting rights, compared with 18.62% 

of the capital and 27.53% of the voting rights at 

31 October 2011. The Bouygues group employee 

share ownership funds tendered their shares to the 

offer. All of the proceeds from tendering the shares 

were reinvested in Bouygues stock. As a result, 

employees increased their stake in the Group to 


rights, compared with 20.47% of the capital and 

24.77% of the voting rights at 31 October 2011. 

Financial flows 

In 2011, Bouygues SA received dividends totalling 

€981 million from its subsidiaries as follows: 

> Bouygues Construction: €201m 

> Bouygues Immobilier: €105m 

> Colas: €199m 

> TF1: €50m 

> Bouygues Telecom: €361m 

> Alstom: €56m 

> Other: €9m 

In 2011, Bouygues SA invoiced its main subsidiaries 

the following amounts under service 

agreements: 

> Bouygues Construction: €13.5m 

> Bouygues Immobilier: €3.0m 

> Colas: €16.1m 

> TF1: €3.5m 

> Bouygues Telecom: €7.7m 

There are no significant flows of funds between 

Group subsidiaries. Cash management is centralised 

within financial subsidiaries wholly owned by 

the Bouygues SA parent company. This arrangement 

ensures optimum management of financial 

expenses, since the surplus cash generated by 

certain companies can be used in addition to or in 

place of confirmed lines of credit granted by credit 

institutions to other subsidiaries. When investing 

surplus cash, Bouygues has always avoided 

speculative instruments such as securitisation 

vehicles and hedge funds. 

Research & Development, 

Human resources 

See The Group section of this document under 

Corporate, social and environmental responsibility. 

Other activities 

Finagestion 

When Bouygues sold Saur in 2004, Finagestion 

was the holding company that took over Saur’s 

water and power interests in Ivory Coast and 

Senegal. Bouygues owned 20% of Finagestion at 

31 December 2011. Finagestion has been consolidated 

by the equity method since 2009. 

Serendipity Investment 

In October 2011, Bouygues acquired the 50% 

stake in Serendipity Investment, an investment 

fund, hitherto held by Artémis. Bouygues thus 

became the sole owner of Serendipity Investment. 

Its portfolio at 31 December 2011 comprised the 

following equity interests: 

> 30.6% of F4 (online video games); 

> 25% of Légende (film production); 

> 11.1% of Wonderbox (gift packs). 

Serendipity Investment sold its entire stake in 

Geny Infos (horse-racing information) to PMU in 

February 2011. 

It sold its stake in Massecom (pooling of stakes for 

online horse-racing bets) to RBP Luxembourg SA in 

February 2011 and its stake in Michel & Augustin 

(food and beverages) to Artémis in October 2011. 


At the heart of 


Key figures 

Figures for H1 FY 2011/12 

(1 April/30 September 2011. Alstom Grid included) 

Sales 

€9,389m 

(-10%) 

Operating margin 

6.7% 

(-0.6 points) 


€363m * 

(-9%) 

Order intake 

€10,183m 

( +45%) 

Alstom has reduced the annual CO 2 

emissions 

of the 944 power plants for which it has provided 

equipment by 152 million tonnes 

Employees 

92,200 ** 

(*) After a negative impact of €75 million in the first half 

of FY2010/11 and of €54 million in the first half of FY2011/12 

linked to the cost of acquiring Alstom Grid and allocation 

of the acquisition price (**) At 31 December 2011 

Operating in around 100 

countries, Alstom's 92,200 

employees apply their skills 

and expertise in four sectors 

– Thermal Power, Renewable 

Power, Grid and Transport – 

which are vital in addressing 

the challenges of 

sustainable development. 

Bouygues owned 30.75% 

of Alstom's capital 

at 31 December 2011. 

The two groups 

are developing their 

industrial synergies 

while allowing themselves 

to work independently 

according to projects. 

Bouygues as an Alstom 

shareholder 

In June 2006, Bouygues acquired the French 

government's stake in Alstom, representing 

21.03% of the capital, at a cost of €2 billion. Since 

then Bouygues has gradually increased its stake, 

which stood at 30.75% at 31 December 2011. The 

three-year commitment to keep the Alstom shares 

bought from the government expired in June 2009. 

Bouygues consolidates its interest in Alstom by the 

equity method. 

Non-exclusive cooperation 

between Bouygues and 

Alstom 

In April 2006, Alstom and Bouygues concluded a 

non-exclusive commercial and operational cooperation 

agreement. By sharing best practice in 

project management and pooling their commercial 

resources, the two groups jointly develop integrated 

projects worldwide as they arise, drawing 

on Bouygues' expertise in civil engineering as well 

as on Alstom's know-how in systems, equipment 

and services for power generation and transmission 

and rail transport. However, the cooperation 

agreement does not contain any exclusivity clause 

and the two groups work together or separately 

according to projects, with or without other partners, 

in the interest of their clients. 

ALSTOM PROFILE 

Alstom is an international group. In FY2010/11, the 

group generated 45% of its sales in Europe, 20% 

in North and South America, 18% in Asia-Pacific 

and 17% in Africa and the Middle East. Its financial 

year ends on 31 March. In FY2010/11, it reported 

a 6% rise in sales to €20.9 billion. 

The group reorganised in July 2011 in order to 

better prepare for changes in its lines of business, 

accelerate growth and achieve its performance 

targets. The group's operational activities were 

redeployed into four sectors – Thermal Power, 

Renewable Power, Transport and Grid – and its 

executive committee was overhauled. 

Power generation 

Spanning all power generation technologies (coal, 

gas, oil, nuclear, hydro, wind, ocean, geothermal, 

biomass, solar), Alstom offers the most comprehensive 

set of products on the market and leads 

the world in turnkey power plants, hydro power 

generation and electricity generation services. 

Thermal Power covers gas, steam and nuclear 

power generation plus services, automation and 

control, while Renewable Power embraces hydro, 

wind, solar and other renewable energies. 

A leading player in clean power, Alstom, in partnership 

with its clients, offers and develops a pragmatic 

approach based on the following elements: 

BOUYGUES • 2011 Registration Document • BUSINESS ACTIVITIES AND CSR • Alstom • 130

2 


and CSR 

Highlights 

Alstom 

è Reorganisation into four sectors to 

better meet the needs of tomorrow's 

markets 

è Acquisition in May 2011 of a 25% stake 

in Transmashholding, Russia's leading 

rail rolling stock manufacturer 

è April 2011: power plant in Malaysia 

(€1 billion) 

è June 2011: wind farms in Brazil 

(€200 million) 

è September 2011: locomotives in Russia 


è December 2011: power plant in Poland 

(€900 million); tramway in the UK 


è January 2012: high voltage direct 

current link in Sweden (€240 million) 

Power transmission 

Alstom Grid, created following the acquisition 

of Areva T&D, Areva's transmission business, in 

June 2010, is one of the world's top three power 

transmission specialists. Alstom Grid contributes 

to the development of power networks by implementing 

cutting-edge automation technologies and 

software to make power grids "smarter". It has four 

main lines of business: products (electrical equipment 

for power transmission), systems (network 

management and major turnkey projects), automation 

(advanced information systems for real-time 

network management) and services. 

Rail transport 

Alstom is one of the world's leading providers 

of rail transport equipment and services. Alstom 

Transport spans the entire rail transport market, 

from very high speed trains to light urban transport, 

including metros, suburban and regional trains and 

locomotives. In addition to rolling stock, Alstom 

provides infrastructure, signalling equipment, 

maintenance services and turnkey rail systems. 

BUSINESS ACTIVITY 

IN 2011 

Alstom reported order intake of €19.1 billion in the 

financial year ended 31 March 2011, 28% more 

than in the previous period, taking the order book 

to €46.8 million, representing 26 months' sales. 

Alstom booked orders worth €15.1 billion in the 

first nine months of FY2011/12, 20% higher than 

in the same period of the previous financial year. 

Sales, at €14.3 billion, were 9% lower than in the 

same period of FY2010/11. The order book at 

31 December 2011 stood at €48 billion, representing 

two-and-a-half years' sales. 

> developing low CO 2 

-intensive power generation 

technologies. The group has supplied nearly 

25% of global hydro power capacity and also 

boasts international references for onshore wind 

farms. By investing in offshore wind, solar, geothermal 

and ocean energy, Alstom is continuing 

to expand its wide range of renewable energy 

solutions. The group is also a leading supplier 

of conventional islands for nuclear power plants; 

> improving the energy efficiency and environmental 

performance of power plants, especially 

through its position as a world leader in air quality 

control systems; 

> capturing and storing the CO 2 

produced by 

power plants, a domain in which Alstom is a 

pioneer, with 16 pilot sites around the world. 

Alstom also has extensive experience in retrofitting, 

upgrading, refurbishing and modernising existing 

power plants. It has supplied major equipment 

for 25% of the world's power plants in operation. 

Alstom is the world's leading maker of high speed 

and very high speed trains and a world leader in 

urban light railway systems: it supplies a quarter of 

the world's subway cars and a third of its tramways. 

Power generation 

Thermal Power took orders worth €1.9 billion 

in the third quarter of FY2011/12 (1 October to 

31 December 2011). 

A number of major contracts have been concluded 

since 1 April 2011: 

> engineering and supply of key power generation 

equipment for South East Asia's first supercritical 

coal-fired power plant, in Malaysia; 

> supply of the boiler and turbine hall for a new 

coal-fired power plant at Ersa in Poland; 

> renewal of a long-term maintenance contract for 

GT24 gas turbines in the United States; 

> construction of the Al Mansuriya gas-fired power 

plant in Iraq; 

> supply of a 300 MW unit for a fossil fuel power 

plant in Estonia; 

> supply of a second 400 MW unit for the KMC 

combined cycle power plant in Singapore. 

Renewable Power took orders worth €309 million 

in the third quarter of FY2011/12 (1 October to 




> installation, as part of a consortium, of India's 

first pumped storage hydro power plant; 

> supply and maintenance of three wind farms for 

Brasventos in Brazil; 

> supply of equipment for hydro power plants at 

Santo Antonio do Jari in Brazil and Chaggla in 

Peru. 

Up to 98% of the components 

of rolling stock built by Alstom 

may be recycled 


Power transmission 

Orders worth €1.2 billion were taken in 

the third quarter of FY2011/12 (1 October to 


Alstom Grid has concluded a number of major 

contracts since 1 April 2011: 

> gas-insulated switchgear (GIS) substations 

and power transformers for the Al-Khairat and 

Ninawa gas-fired power plants in Iraq; 

> gas-insulated substations for TransGrid, 

Australia's largest electricity transmission provider; 

> a high voltage direct current (HVDC) link for the 

Swedish utility Svenska Kraftnät. 

Rail transport 

Transport took orders worth €1.5 billion in the third 

quarter of FY2011/12 (1 October to 31 December 

2011). 

The offshore wind power 

activity has benefited from 

Alstom’s R&D drive 



> supply and maintenance of 20 Pendolino high 

speed trains for the Polish operator PKP; 

> 200 freight locomotives for Russian railways; 

> 66 MF01 trainsets for RATP, the Paris transit 

authority, for use on three metro lines; 

> construction of two new tram lines and maintenance 

of 37 trams at Nottingham in the UK. 

PROPORTION OF ORDERS 

FROM EMERGING MARKETS 

29% 

49% 

67% 

First half 

2009/10 2010/11 2011/12 

the envIronment at the core of alstom's busIness 

As a major supplier of 

power and rail transport 

infrastructure, Alstom 

provides responses to the 

environmental challenges 

facing the modern world. In 

power generation, a recent 

study endorsed by PwC 

(PricewaterhouseCoopers) 

€ billion 

has shown that the 

operators of the 944 power 

plants equipped by 

Alstom have been able 

to reduce their total 

annual CO 2 

emissions 

by 152 million tonnes. 

Alstom also demonstrates 

its commitment to 

Grid 

Thermal 

Power 

Renewable 

Power 

Transport 

ORDER INTAKE 

BY SECTOR 

7.0 

1.4* 

2.8 

0.8 

2 

+45% 

n.a. 

+62% 

+32% 

+33% 

10.2 

1.9 

4.6 

2.7 

First half 

2010/11 2011/12 

(*) Consolidated over four months from June to 

September 2010 - n.a.: not applicable 


in its eco-design policy 

for its products: in the rail 

sector, up to 98% of the 

components of rolling stock 

made by Alstom may be 

recycled. 

1 

ACQUISITIONS, 

PARTNERSHIPS 

AND INVESTMENTS 

In April 2011, Alstom and Shanghai Electric 

announced their intention to join forces in a 50/50 

joint venture to create the world leader in boilers 

for coal-fired power plants. 

In May 2011, Alstom acquired a 25% stake in 

Transmashholding (TMH), Russia's leading rail rolling 

stock manufacturer, and joined the company's 

Board of Directors. 

In June 2011, Alstom acquired a 40% stake in the 

Scottish company AWS Ocean Energy, marking 

its entry into the wave power market. Previously, in 

March 2011, Alstom had increased its stake in the 

American company BrightSource Energy in order 

to strengthen the two companies' partnership in 

solar power plants. 

In October 2011, Alstom and China Electric 

Power Equipment and Technology Co. Ltd (CET), 

a subsidiary of State Grid Corporation of China 

(SGCC), concluded a cooperation agreement to 

develop ultra high voltage electricity transmission 

technologies. 

In November 2011, Alstom announced a plan to 

establish sites at Saint-Nazaire and Cherbourg 

in western France to make components for and 

assemble its new 6 MW offshore wind turbine. 

The investment will depend on whether the consortium 

headed by EDF EN, of which Alstom is a 

member, is successful in the call for tenders for 

offshore wind energy projects issued by the French 

government in July 2011. 

In November 2011, Alstom and RusHydro, Russia's 

leading hydro power generator, extended their 

BOUYGUES • 2011 Registration Document • BUSINESS ACTIVITIES AND CSR • Alstom • 132

2 


and CSR 

Alstom 

Intensive innovation drive 

Alstom has more than 

doubled its spending on 

research and development 

over six years, from 

€333 million in 2004/05 

to €703 million in 2010/11. 

As a result of this focus 

on innovation, a number of 

decisive milestones were 

passed in new product 

launches in 2011. To give 

just a few examples, 

Thermal launched the 

latest generation of GT24 

and GT26 gas turbines for 

50 Hz and 60 Hz markets, 

while Renewables unveiled 

the 6 MW Haliade turbine 

for offshore wind farms. 

Alstom Grid has developed 

a solution for the remote 

connection of wind farms 

to the grid, and Transport 

has designed a compact 

tramway for smaller cities 

and an electric locomotive 

that meets the specific 

needs of the Russian 

market. 

Alstom Grid offers 

solutions to make 

power networks smarter 

partnership to thermal power. The agreement 

followed an initial agreement for hydro power 

concluded in October 2010. Alstom Grid and KER, 

a Russian electrical engineering contractor, concluded 

a final agreement to carry out high voltage 

direct current (HVDC) projects in Russia. Alstom 

and Transmashholding (TMH) signed a memorandum 

of understanding with the city of Saint 

Petersburg establishing a cooperation programme 

for the development of a modern tramway network. 

In November 2011, Alstom opened a wind turbine 

plant in Brazil, its first in South America. Located 

in the industrial complex of Camaçari, in the State 

of Bahia, its annual output will be equipment with 

a generation capacity of 300 MW. 

In January 2012, Alstom and SSE Renewables, 

Scotland's leading marine energy producer, concluded 

a joint venture agreement to develop the 

world's largest wave farm off the coast of Orkney, 

in Scotland, with a planned output capacity of 

200 MW. 

FY2010/11 RESULTS 

Alstom's operating results were in line with expectations, 

while order intakes recovered significantly 

in the second half of FY2010/11. 

The operating margin stood at 7.5%, compared 

with 9.1% in the previous financial year, yielding 

an operating profit of €1,570 million, down 12%. 

Sales amounted to €20.9 billion, 6% higher than 

in the previous period. Net profit attributable to the 

Group amounted to €462 million, compared with 

€1,217 million in FY2010/11. 

FIRST-HALF FY2011/12 

RESULTS 

Alstom recorded a satisfactory level of orders in 

the first half of FY2011/12 (1 April to 30 September 

2011). At €10.2 billion, 45% up on the same 

period in the previous financial year, the order 

intake confirmed the recovery in the second half 

of FY2010/11. 

Half-year sales amounted to €9.4 billion, 10% down 

on the corresponding period in the previous financial 

year, reflecting the low level of orders during 

the financial crisis. The decline in sales impacted 

operating profit, which fell to €627 million. The 

operating margin was 6.7%, compared with 7.3% in 

the first half of FY2010/11. Net profit fell 9% to €363 

million. Alstom reported negative cash flow of €914 

million due to low sales and exceptional items. 

ALSTOM SHARE PRICE 

The Alstom share price stood at €23.43 at the close 

on 30 December 2011. 

OUTLOOK 

Alstom remains in sound financial health. The company 

is adapting in response to changing markets. 

With the assurance of a substantial order book, 

Alstom has confirmed that its operating margin 

in FY2011/12 is likely to be between 7% and 8%. 


Risk 

factors 

BOUYGUES • 2011 Registration Document • RISK FACTORS • 134

3 

Risk factors 

Contents 

Business-specific risks 136 

Bouygues Construction 136 

Bouygues Immobilier 138 

Colas 139 

TF1 143 

Bouygues Telecom 145 

Market risks 147 

Management of interest rate risk and currency risk 147 

Risks to which the Group is exposed 147 

Hedging rules 147 

Accounting methods 147 

Claims and litigation 148 


Bouygues Immobilier 149 

Colas 149 

TF1 150 



Insurance – Risk coverage 154 

Core insurance programmes 155 

Challenges. The appreciation of work well done and the appetite for hard work can be put to the 

test anywhere in the world, but the Bouygues group's people are always ready to rise to a challenge. 

In the provinces of Alberta, Colas maintains and clears 4,000 km of roads. 


Risk 

factors 

Operational risks associated with 

major projects in the design and 

execution phases 

Major projects are a potential source of risk for 

Bouygues Construction because of their size and 

number. They frequently involve complex packages 

(public-private partnerships, concessions, longterm 

contracts) for which risk allocation must be 

tailored to the capacities of the company. 

The types of risk inherent in major projects include: 

> design error, underestimation of budgets, a 

poor assessment of the local environment, 

inadequate contractual analysis, in the design 

phase; and 

> counterparty business failures (affecting customers, 

partners or subcontractors), difficulty in 

recruiting human resources with the necessary 

expertise and in sufficient numbers, construction 

defects impacting costs, workmanship and 

deadlines, in the execution phase. 

Bouygues and its subsidiaries are 

acutely aware of the importance of 

internal control and risk management. 

These processes help give reasonable 

assurance as to the achievement of 

the Group's principal objectives. 

Risk management is a key concern 

of the Group's managers. 



Bouygues and its various business areas are aware 

they are operating in a weakened economic and 

financial environment. 

The Bouygues group is continuing to monitor with 

close attention the progress of the economic crisis 

that emerged from the 2008 financial crisis and 

which has now, as a further consequence, brought 

about a public finance crisis in many countries. In 

addition to the deterioration in macroeconomic 

indicators, this crisis has also intensified fiscal, 

regulatory and competitive pressures which need 

to be taken into account when assessing risks. 

Each Bouygues subsidiary has been instructed to 

remain vigilant in the prevention of counterparty risk 

by rigorous analysis of risks relating to customers, 

subcontractors, suppliers, partners, retailers (for 

Bouygues Telecom), advertisers (for TF1) and 

banks. Areas requiring particular attention include 

contractual payment terms, regular checks on the 

solvency of partners, suppliers and subcontractors, 

and consideration of alternative solutions. 

Through Bouygues Telecom in particular, the Group 

is also monitoring trends in consumer spending. It 

has not observed any significant change to date. 

BUSINESS-SPECIFIC 

RISKS 


Risk management policy 

Road works in Alberta 

In 2011, Bouygues Construction continued to 

allocate the necessary resources to managing 

risks of the same order as those faced in previous 

years: operational risks associated with major 

projects, country risk, recession-related risk and 

compliance risk. 

For tighter control over these risks, Bouygues 

Construction has set up structures adapted to 

each business' specific requirements and enforces 

rigorous approval and control procedures. The 

largest projects require the systematic approval 

of Bouygues Construction's senior management. 

Substantial resources and highly-qualified field 

teams are made available to each company to 

handle matters such as design, costing, works 

studies and methods. Skills units contain hubs of 

employees with a wealth of expertise in specialist 

areas, such as high-rise buildings, materials engineering, 

façades and sustainable construction. 

Their skills are made available to all companies 

in the Bouygues Construction group. This encourages 

the pooling and application of experience. 

BOUYGUES • 2011 Registration Document • RISK FACTORS • Business-specific risks • 136

3 

Risk factors 

Business-specific risks 

This is also true of operational functions, which are 

organised into different branches, such as legal, 

human resources, accounting, management control, 

IT systems and purchasing, which are coordinated 

by Bouygues Construction departmental 

heads. Functional expertise units, handling matters 

such as cash management, financial engineering, 

taxation and insurance, all provide their services to 

all group companies. 

The approval and control procedures prepare the 

ground for the design and construction processes. 

For major projects, there is a systematic monitoring 

of project selection and the key risks involved. 

The main operational risks are also mitigated 

by adequately-staffed project teams that have 

the requisite professionalism. This is combined 

with managerial experience and active manager 

involvement. 

In addition, to improve the performance and control 

of the design and execution processes described 

in the operational unit management systems: 

> the major project pre-execution phase is a particular 

focus of attention, especially in the design 

phase, the drafting of contracts and preparation 

of the worksite; 

> in the design phase, independent consultants 

are used to back up in-house expertise on the 

riskiest technical projects; 

> regular costing audits are carried out to ensure 

a reliable approach in terms of general outlay, 

subcontractor budgets and worksite supervision 

costs; 

> the support functions are systematically mobilised, 

in particular for contract management and 

purchasing, and those assisting are involved 

early on in the process; 

> there is increased vigilance of the selection and 

overseeing of customers and partners; 

> the subcontracting process is tightly-supervised, 

with special oversight of major subcontractors 

and partnerships before the allocation of 

high-stake work packages (architects, technical 

trades, etc.); 

> risks are appropriately monitored using purposedesigned 

tools and procedures. To this end, 

some entities have adopted formal risk management 

systems specific to the largest projects. At 

Bouygues Travaux Publics, the global quality 

division manages this process. 

In 2011, no significant operational risks materialised. 

However, two projects are a focus of special 

attention in South Africa (Gautrain project) and 

the US (Miami tunnel project). A more detailed 

analysis of these cases is given in the claims and 

litigation section. 

Country risk 

Bouygues Construction generates 55% of its business 

in France and 77% in OECD countries. 

The risks to which the group is exposed outside 

these areas are either political, deriving from governmental 

actions or decisions taken at the local 

level (embargoes, asset seizures or the freezing of 

bank accounts), social (general strikes, civil disturbances), 

economic or financial (currency devaluation, 

currency shortages or a payment default). 

Bouygues Construction uses a variety of means to 

limit these risks. Thorough investigations are conducted 

before prospecting for business in a new 

country. It is company policy to suspend commercial 

activities in regions with a particularly serious 

political risk, and not to prospect for business in 

countries presenting the highest risk (in particular 

those experiencing serious civil or military unrest, 

or subject to United Nations embargoes). The 

company also operates preventive legal, financial 

and insurance measures, in particular ordering 

the systematic cessation of a worksite in a case of 

non-payment, preferring multilateral international 

financing and procuring political risk insurance 

cover whenever it is available on the insurance 

market on satisfactory financial terms. 

Regularly-updated business continuity plans are 

also in place. A key aim of such plans is to safeguard 

people. Bouygues Construction ensures 

that the guidelines issued by French embassies 

are strictly followed in the countries concerned. It 

also liaises with the embassies to develop evacuation 

plans for various alert levels. In addition, the 

group's flexible organisational structures make it 

possible, in exceptional circumstances, to withdraw 

its resources from countries where such risks 

materialise while keeping its losses to a minimum. 

The political disturbances that marked 2011 in 

many countries had only a limited impact on 

company's business and personnel. The most 

significant of these upheavals took place as part 

of the "Arab Spring". Bouygues Construction has 

only limited involvement in this region, other than 

Morocco, an adjoining country, and Egypt. In 

Egypt, all of the teams working on the Cairo Metro 

were repatriated when the crisis was at its height. 

The unrest following the presidential election in the 

Ivory Coast caused a slowdown in the local activities 

of ETDE and disruption in the mining activities 

of DTP Terrassement. These events did not prompt 

any serious incidents and business has since 

resumed as normal, particularly with the revival of 

the project to build a third bridge in Abidjan. 

Recession-related risk 

The public debt crisis and stagnation in the building 

and civil works sector is having a significant 

impact in many EU countries where Bouygues 

Construction generates 68% of its sales. Despite 

good business levels, price pressures are being felt 

and the group is having to cope with the growing 

vulnerability of some of its counterparties. 

In Europe, the economic environment is marked 

by a reduction in public spending, growing hesitation 

by private investors and severe constraints 

on project financing transactions. The end of the 

housing support programmes and the fall in public 

investments are dampening business. Building 

and civil works sector growth remained in the 

red in 2011. 

Like many companies in the industry, Bouygues 

Construction is finding it increasing difficult to get 

bank financing to secure complex transactions. 

Bouygues Construction may at times be faced 

with specific problems connected with delays or 

the abandonment of some construction projects, 

and difficulties in obtaining payment for projects 

currently in progress. 

Nevertheless, the group has many strengths to 

resist and adapt to the economic climate. Its business 

diversity and geographical footprint mean 

that Bouygues Construction is less sensitive than 

a group engaged in a mono-product business or 

in a single geographical region. 

Bouygues Construction also enjoys a protected 

business environment in certain countries or for 

some types of activity. This is the case in Asia, 

in the countries where business is traditionally 

done (Hong Kong, Singapore) but also in Central 

America, in Cuba, where a growing tourist industry 


with good future prospects is fuelling expansion 

in the hotel business. Prospects are positive for 

certain industries such as open cast gold mines 

in Africa. The company is also engaged in a 

strategy of geographical diversification, focusing 

on expanding in countries with strong potential 

(Australia, Canada). 

The company's order book offers a clear view 

of short-term business prospects. The company 

uses forecasts to anticipate adverse trends, which 

gives it a satisfactory ability to react and reallocate 

production resources to less affected markets or 

activities. 

Finally, Bouygues Construction encourages staff 

mobility between businesses and geographical 

areas and the development of synergies between 

the various group companies. Hence, it is always 

well-placed to anticipate, react and adapt to 

changes in the economic environment. 

Compliance risk 

Bouygues Construction has, for some years, been 

developing a policy to raise manager awareness 

of the challenges of ethics and compliance. This 

policy prompted the development of an ambitious 

training programme, rolled out in 2011, in the form 

of seminars dealing exclusively with compliance. 

The training programme's objective was to achieve 

flawless commercial practice. 

Various measures have also been introduced: 

> a whistle-blowing system specific to the 

Bouygues Construction group that highlights 

anti-competitive behaviour; 

> the strengthening of commercial intermediation 

procedures, with a systematic referral to 

ADIT, an economic and strategic intelligence 

company; 

> an Ethics Committee, set up in 2010, which is 

now operational. 


Bouygues Immobilier has defined and implemented 

an internal control system that aims to ensure: 

> laws and regulations are complied with; 

> instructions and guidelines issued by senior 

management are followed; 

> internal processes operate correctly and procedures 

are applied; 

> financial information is reliable. 

Internal control is predicated on identifying and 

analysing risk factors that may prevent objectives 

from being achieved (the notion of risk). Every year, 

Bouygues Immobilier carries out a risk mapping 

exercise, backed by action plans. 

Bouygues Immobilier is also certified ISO 9001. 

This certification was renewed in 2009 according 

to the ISO 9001 V2008 standard. The certification, 

awarded by Afnor Certification, a highly-regarded 

independent body, uses audits to provide customers 

with assurance that quality procedures are 

being correctly applied. 

To further strengthen its quality control system, 

Bouygues Immobilier has a group Sustainable 

Development, Quality and Safety department, 

as well as dedicated Quality Directors in the 

Residential Property and Commercial Property 

divisions. A Quality/After Sales Service Manager's 

post has been created in each regional division. 

In 2010, following an audit by Cerqual (an independent 

certification body) Bouygues Immobilier 

won the right to use the "NF Logement" quality 

mark. All residential programmes are certified 

against the BBC-effinergie ® low energy label, which 

requires each programme to undergo an on-site 

assessment by an independent body (Cerqual). 

Property development risk 

Bouygues Immobilier is a property developer. This 

involves specifying and arranging the construction 

of property complexes for customers, having first 

ascertained the administrative, commercial and 

financial feasibility of the project and acquired the 

site. Bouygues Immobilier specifies the project 

but does not assume responsibility for either the 

design (for which an architect is retained) or the 

construction (which is usually contracted out to 

an engineering consultant). Once the necessary 

planning consents have been obtained and the 

land has been purchased, Bouygues Construction 

delegates the construction work to building companies 

under the direction of the engineering 

consultant. The company also uses the services 

of technical inspection firms to ensure due compliance 

with building regulations. Although Bouygues 

Immobilier does not assume responsibility for 

design and construction, it may nonetheless be 

held liable in its capacity as project owner in the 

event of an accident or claim. The company has 

adequate civil liability insurance in place to meet 

such claims. The company may also face claims 

from customers for defects in properties sold to 

them. Under the terms of the completion warranty, 

Bouygues Immobilier arranges for contractors to 

remedy defects on the snagging list as soon as 

possible. The company also ensures that all parties 

(contractors, engineering consultants, technical 

consultancy firms, etc.) abide scrupulously by 

their obligations under the terms of the standard 

ten-year construction insurance policy. 

Commitment Committees and 

acquisition of land – Commencement 

of works 

Bouygues Immobilier's business hinges on its 

ability to secure building land (once the period for 

opposition or appeal against the grant of planning 

consents has expired) that meets location and 

price criteria that suit the needs of its customers. 

The resulting land bank is regularly monitored 

to ensure that it is in line with market demand in 

each region. 

There are strict procedures governing decisions 

to purchase land. Any legal document intended to 

secure land (or a building) that binds the company 

(even with a get-out clause) requires prior approval 

from a Commitment Committee. Membership of 

these committees is determined on the basis of 

Bouygues Immobilier internal procedural rules, 

which may be adjusted at any time to improve 

risk control. The terms of the transaction, and the 

decisions taken by the committee, are recorded in 

minutes that are distributed to all the stakeholders. 

Until such time as the land purchase is completed 

by deed signed before a notary, all approvals 

granted at committee level and all commitments 

are reviewed on a monthly basis. 

Similarly, the decision to issue a notice to proceed 

with works on a project is governed by strict procedures 

(for example, a specified level of salestake-up 

is required). 

Industrial and environmental risks 

Bouygues Immobilier has a risk prevention policy 

that involves systematically retaining the services 

of an environmental consultancy firm as soon as it 

becomes interested in purchasing a plot of land. 

If the report raises question marks, the firm is then 

asked to perform a more detailed analysis and to 


3 

Risk factors 


prepare a full site rehabilitation programme with 

an optimal profile in terms of technical, economic 

and environmental factors. Specialist consultancy 

firms are retained to carry out soil investigation 

work designed to prevent geotechnical risk. Where 

demolition is required, Bouygues Immobilier oversees 

compliance with the regulations on asbestos 

removal and decontamination. 

Environmental regulations derived 

from the Grenelle Environment 

Summit 

Bouygues Immobilier pays close attention to all the 

regulatory developments arising from the Grenelle 

Environment Summit process in France. 

Legal, regulatory and administrative 

consents 

Bouygues Immobilier is exposed to the risk of 

opposition or appeal against the planning consents 

(building permits) needed to carry out its property 

projects. The company protects itself against this 

risk by making sure, when its signs a contract 

(promise) for the purchase of land, that completion 

is contingent upon the deadline for all appeals 

having expired and being especially vigilant that 

its permit applications have been properly and 

diligently compiled. 

Contractors going out of business 

Bouygues Immobilier is exposed to the risk of 

the contractors working on projects going out of 

business. Such business failures can lead to late 

deliveries and cost overruns which can harm the 

company's reputation and profitability. The company 

has implemented a tendering process designed 

to avoid exposure to this risk. Those overseeing 

the tendering process pay close attention to the 

financial well-being of successful bidders, promoting 

diversity among suppliers of strategic goods 

and services and ensuring that these suppliers do 

not lapse into a situation of economic dependence. 

Counterparty risk 

Bouygues Immobilier protects against counterparty 

risk by means of its vendor's lien or by requiring 

bank guarantees for payment of the balance of 

the purchase price. The company closely monitors 

the quality of major service-sector tenants and 

operators of serviced accommodation. Detailed 

procedures have been defined in this area. The 

process for selecting serviced accommodation 

providers has been reviewed and made stricter to 

protect against any risk of default. 

Economic and fiscal environment 

The property market is directly influenced by 

economic conditions, primarily long-term interest 

rates (for buyers' loans), the unemployment 

rate and the economic growth rate. Bouygues 

Immobilier is exposed to the resulting fluctuations 

in the property market. 

Equally, business may be affected by various 

administrative or tax measures that alter the profile 

of the property market (such as the amendment, 

abolition or restriction of tax breaks on buy-to-let 

and on new-build housing). 

The diversified product mix and geographical footprint 

make it better placed to cope with fluctuations 

in its various markets. Controls over the company's 

business activities and profitability are designed to 

make it more responsive. The company limits the 

impact of this risk by maintaining a reasonably balanced 

spread of products and consumer profiles. 

Country risk 

Through its subsidiaries, Bouygues Immobilier is 

involved in property development activities in other 

European countries (Poland, Spain, Belgium and 

Portugal) although its activities outside France 

account for only a small proportion of its sales 

(5% in 2011). 

Due to the impact of the economic crisis, Bouygues 

Immobilier has adapted its strategies by scaling 

back its operations in Spain and Portugal and 

now operates mainly in Poland and Belgium. Any 

exposure to currency risk (Poland) is hedged. 

Legal risks 

The Legal department assists operational units in 

structuring property development programmes, 

from land purchase through to final delivery. In 

specific areas, the department has established 

procedures and standard form contracts. The 

European subsidiaries use local lawyers, both in 

structuring deals and in handling claims and litigation, 

to address the risk of non-compliance with 

local laws and regulations. In France, all insurance 

policies are contracted centrally by the Insurance 

department in order to retain control over the risks 

covered and the type of cover secured. 

Information technology systems risk 

Bouygues Immobilier also has a remote back-up IT 

site which can get the business back up to speed 

quickly if the main site crashes. A dedicated unit 

monitors the latest IT threats and adjusts security 

systems in response to those threats. Risks are 

mapped out each year to ensure that the system 

is appropriate to requirements. 

Cash flow risk 

The Treasury and Bank Financing department 

handles all of Bouygues Immobilier's French cash 

needs centrally, along with cash transfers to and 

from its foreign subsidiaries. It also contracts or 

renews credit facilities and checks the conditions 

for the issuance of bank guarantees. The department 

applies the group rules relating to internal 

and external security, liquidity, counterparty quality, 

credit agreement terms, and the measurement 

and, if necessary, hedging of interest rate risk and 

currency risk. 

Colas 

The assessment, monitoring and prevention of 

risks related to the specific nature of the group's 

businesses have, for many years, been the core 

management principles of the Colas group, set at 

the level most suited to their clear understanding. 

The group's decentralised structure is key to the 

management of these risks. 

At head office level, risk assessment and overall 

risk policy relies on feedback from reporting systems 

or dissemination of best practice. However, 

individual subsidiaries and profit centres are 

responsible for handling, controlling and monitoring 

their own risks. Major risks are identified, 

documented and assessed annually by executive 

operational management teams. This risk 

mapping exercise takes the form of a risk matrix, 

focusing on those liable to impair the achievement 

of operational, financial and strategic objectives. 

This matrix is then used to develop action plans 

to mitigate the identified risks. It is supplemented 

by a risk prevention policy based on monitoring of 

past risk experience, analysis of causal effects and 

feedback. Central coordination and leadership, 


ased on reporting tools, serves to improve the risk 

identification and analysis process, collate feedback 

that can be passed back to the subsidiaries, 

and develop risk prevention policies and initiatives. 

The Colas businesses do not appear to have 

significant exposure to major or systematic risks 

given their nature, the geographical dispersal of 

the group's profit centres and the large number 

of projects in which the group is involved. Apart 

from normal sensitivity to economic and financial 

conditions in the countries where Colas operates, 

the group's businesses are dependent on public 

procurement policies. Any changes to these policies 

may have consequences in terms of volumes 

and prices. The rise in public debt and the sovereign 

debt crisis in many countries in which Colas 

has profit centres (especially Europe, including 

France) obviously increases this risk factor. The 

key role played by infrastructure maintenance work 

and upkeep, essential to the mobility of both people 

and goods (and thus essential to the economy), 

the wide geographical profit centre dispersal, 

business diversity and the ability to cope with 

complex contractual structures are all elements 

that temper this risk. 

Legal risks 

The business activities of Colas involve the 

decentralised awarding and performance of 

large numbers of contracts. Apart from the laws 

and regulations that are always applied (such as 

competition law, criminal law, etc.), most public 

sector contracts are subject to specific regulations, 

whether at national or international level. Because 

of this multiplicity of contracts and its decentralised 

structure, Colas is inevitably exposed to legal 

compliance risk, despite substantial preventive 

measures (information, training, code of practice, 

etc.) and stringent disciplinary procedures. 

For the company, these risks may lead to financial 

penalties (imposed by competition authorities, for 

example) criminal or civil liability, loss of contracts 

(a ban on tendering for certain projects) or reputational 

damage. It is very difficult to assess the 

likelihood of such risks or to quantify their effect. 

Industrial and environmental risks 1 

The extent of fire and explosion risk depends on the 

size of the site and nature of the activities carried on 

there. The risk is regarded as immaterial at most of 

the group's sites because they are relatively small. 

However, these sites are kept under regular surveillance 

to reduce the incidence of fires and explosions: 

preventive maintenance is supplemented 

by fire permit procedures and by annual audits of 

thermal and electrical installations using infrared 

thermography. Specific procedures apply to the 

largest and most inherently at-risk sites. In addition 

to regulatory requirements, they are monitored in 

conjunction with the engineering departments of 

their insurers which issue risk prevention recommendations. 

These sites are: 

> the impervious membrane plant at Courchelettes, 

operated by the subsidiary Axter; 

> the bitumen and refined products plant at 

Dunkirk, France, operated by Société de la 

Raffinerie de Dunkerque ("SRD"). 

All sites are covered by appropriate insurance 

policies. 

The group's French industrial sites are subject 

to the regulations governing classified industrial 

installations. Quarry operating licences incorporate 

site rehabilitation obligations that are defined with 

the competent administrative authority. Similar 

principles apply in other countries where Colas 

has facilities of this type. Provisions are recorded in 

the financial statements to cover these obligations 

and are reviewed periodically. As at 31 December 

2011, these provisions amounted to €152 million 

(€133 million at the end of 2010). Colas has a 

policy of systematically obtaining environmental 

certification (e.g. ISO 14001). Progress is documented 

and tracked using monitoring and certification 

audits, drawing on both external bodies 

and in-house resources. These are backed up by 

a global checklist system rolled out three years 

ago that now covers most of the group's materials 

production activities and provides a framework for 

action plans. At the end of 2011, 80% of worldwide 

materials production revenues were covered either 

by certification or by the internal checklist system. 

All these arrangements have been incorporated 

into the French and international internal control 

system. Provision has been made for the decommissioning 

costs of the SRD site in the company's 

accounts over the forecast operational period. The 

amounts involved are periodically reviewed. 

Production sites may accidentally generate pollution 

incidents (due to leaks in pipe work and 

storage facilities), even though installations are 

designed and maintained so as to minimise the risk 

of such incidents (e.g. storage tanks). Given the 

large number of relatively small sites and the risk 

management policies applied, any such incident 

is likely to be limited in scope and immaterial at 

Colas group level. 

The production processes at these industrial facilities 

generate CO 2 

emissions but the facilities are 

still only rarely subject to quotas (except in the case 

of SRD, discussed below). However, this situation 

is changing rapidly in EU countries. Other emissions 

into the atmosphere are subject to regular 

emission control inspections by external bodies, 

and to internal checks. 

SRD was acquired on 30 June 2010. It operates 

a plant that produces oils, bitumen and specialty 

products obtained by refining petroleum products. 

It is governed by the regulations applicable to 

facilities defined as "classified installations" for 

environmental protection purposes and, because 

of the type of products involved, is subject to several 

European Directives: the Seveso II Directive 

(high threshold), the Large Combustion Plant (LCP) 

Directive governing control over emissions and the 

Integrated Pollution Prevention and Control (IPPC) 

Directive. The requirements under these directives 

are incorporated into operating licences granted 

by the competent administrative authority. Facilities 

on the site are designed and maintained to prevent 

or minimise the risk of pollution incidents or any 

other major incident. Specific control programmes 

are in place and are checked by an internal 

inspection team. Government inspectors perform 

regular audits to check that the programmes are 

appropriate and are being adequately monitored. 

Accident scenarios are devised in conjunction 

with the authorities as part of hazard analysis 

studies. Emergency response procedures are 

formally documented in internal actions plans. Risk 

management is largely down to the professionalism 

of the onsite teams who apply strict operating 

procedures documented in an ISO 14001 compliant 

safety management system. This system is 

submitted annually to a local information and consultation 

committee, made up of representatives of 

government (including the Assistant Prefect), local 

authorities, community groups and industrialists. 

All minor incidents and accidents are logged and 

assessed. Any alterations are subject to failure 

mode, effects and criticality analysis (FMECA), a 

standard method for assessing industrial hazards 

in complex systems. Maintenance work is subject 

to the strict requirements of the safety management 

(1) emulsion and bituminous membrane plants, quarries, asphalt plants, bitumen refineries, etc. 


3 

Risk factors 


system and to the preventive maintenance recommendations 

made by insurers' engineering departments. 

The site is shut down every five years for 

major upgrading. SRD is also subject to regular 

inspections by DREAL, the regional environment, 

development and housing department, which is 

responsible for checking that procedures are being 

properly applied. Finally, because the production 

processes at the facilities create CO 2 

emissions, 

the site is subject to emissions quotas. Its declarations 

are verified by an approved firm of auditors. 

Three other much smaller sites are Seveso II 

classified (low threshold). These are depots for 

the storage of explosives used at quarries on the 

islands of Martinique, Mayotte and Saint-Martin. 

Outside Europe, other facilities worth mentioning 

are the KBC refinery in Malaysia (operated by 

the Thai subsidiary, Tipco) and a few explosives 

depots in Africa or the Indian Ocean region. These 

facilities are managed according to the same prevention 

rules as in Europe but subject to differing 

administrative frameworks according to the country 

where they are based. 

Credit and counterparty risk – 

Country risk 

The road building, waterproofing, safety/signalling 

and construction materials businesses have an 

extremely diversified customer base (including 

large numbers of private sector customers and 

local authorities), so significant counterparty risk 

is low. In the rail sector, a very high proportion of 

business is with infrastructure companies or bodies 

under State control. Private-sector customers 

are subject to upfront credit analysis, backed up, 

wherever possible, with credit insurance in order 

to mitigate counterparty risk. Based on statistical 

analysis, the most significant risks can be quantified 

at a few hundred thousand euros. Colas has 

responded to the increased risk level arising from 

the financial crisis by tightening the procedures 

applied prior to the signature and start of construction 

contracts. 

Colas generates 92% of its sales in Europe or North 

America (US or Canada). Exposure to country risk 

is therefore low, as is the risk of payment default, 

given that approximately 60% of sales is realised 

with the public sector (national, regional and local 

government), with a large number of low value 

contracts. 

Operations in high-risk countries with poor ratings 

from international agencies or credit insurance 

bodies (such as Coface) usually involve contracts 

funded by multilateral development agencies 

(such as the European Development Fund or World 

Bank). The level of overdue receivables due at the 

end of 2011 has fallen compared to 31 December 

2010. These receivables represent, to a very large 

extent, amounts owed by government or local 

authorities. Although they generate unforeseen 

additional recovery costs, there does not appear 

at present to be a high risk that they will not be 

ultimately collected. 

Operational risks 

Colas has detailed procedures in place for the 

haulage of heavy plant and industrial machinery 

(reminders of the regulations applicable to carriage 

of exceptional loads by road, use of standard local 

calculation software by all subsidiaries, preparation 

of a transport action plan by each subsidiary, 

instructions and procedures for securing heavy 

plant in transit, procedures for the contractualisation 

of transport and plant hire). Stringent fire prevention 

procedures are in place (especially in the 

waterproofing business) and preventive measures 

are also applied to excavation work where there is a 

risk of fracturing underground supply networks carrying 

dangerous substances (such as gas mains). 

Colas has for many years followed a highly proactive 

prevention and training policy as regards 

accidents in the workplace and on work-related 

journeys. This policy has led to significant and 

lasting reductions in the frequency of workplace 

accidents and road accidents (although there was 

a slight increase in 2011). 

Colas regularly monitors occupational health 

hazards. In particular, the group has long been 

monitoring exposure to bitumen fumes in France 

and elsewhere. This twenty year study has earned 

it representation on most of the task forces dealing 

with this issue. This process within the group 

is coordinated by the Human Resources and 

Environment departments, with regular reporting 

to senior management. Colas has been working on 

this issue with occupational health authorities and 

government agencies for some time and regards 

the risk as low and adequately mitigated, except 

in confined spaces (tunnels) where specific risk 

analysis is necessary due to the combined effect of 

vehicle exhaust fumes and ventilation issues. The 

only proven undesirable health effect arising from 

road construction working conditions is irritation of 

the respiratory tract and the eyes. 

On 19 October 2011, the IARC published a reevaluation 

based on a scientific review of all the 

available studies worldwide to decide whether bitumen 

or bitumen emissions may be carcinogenic. 

It has decided to classify occupational exposure 

during road paving or mastic asphalt work in group 

2B, i.e. possibly carcinogenic to humans. This classification 

indicates that, despite the large number 

of studies conducted, the IARC has been unable to 

rule out the existence or confirm the nonexistence 

of a probable or proven causal link between the 

use of bitumen in road construction and cancer. 

This expression of doubt and scientific caution is 

an invitation to the scientific community to continue 

its research, especially into potential action 

mechanisms at bio-cellular level. Its conclusions 

are based on numerous laboratory or epidemiological 

studies that have not highlighted carcinogenic 

effects from exposure to road building conditions. 

Based on all the studies conducted, Colas has not 

altered its bitumen fumes exposure cancer risk 

assessment. Under normal construction conditions, 

it regards this risk as low and sufficiently limited 

according to current government guidelines. 

There is no indication at this stage that either the 

European Union or the United States will decide 

to re-evaluate their position based on this IARC 

overview. However, Colas is remaining alert to any 

regulatory solutions that may materialise. Colas is 

keeping a close eye on this issue in France, with 

recent lawsuits and media campaigns seeking to 

cast doubt on one of the main materials used in 

road building. Colas is continuing to make onsite 

employee exposure measurements and is pursuing 

its cooperation with researchers. Colas is also 

pursuing its innovation policy proactively to protect, 

individually and collectively the health and safety of 

staff working on surfacing or asphalting projects. In 

October 2011, Colas decided to broaden its paver 

(the machine that applies bitumen mixes to roads) 

purchasing policy to the rest of the world. This 

policy involves only purchasing pavers equipped 

with a fume extraction system (provided machines 

of suitable size are available). All Colas pavers of 

over seven tonnes in North America are therefore 

equipped with fume extractor hoods. 

IARC: International Agency for Research on Cancer 


For several years, Colas has been committed to 

extending the use of warm asphalts and bitumen 

mixes, significantly reducing the temperatures at 

which products containing bitumen are applied 

and thus eliminating bitumen fume emissions 

almost entirely. It is seeking a similar commitment 

from the authorities and project owners to speed 

up this generalised use. 

There is no apparent obsolescence risk in terms 

of patents or processes. Colas has developed a 

research and development policy that allows for the 

constant renewal and upgrading of the company's 

technical know-how. 

General contract execution risk is relatively limited 

due to the large number of contracts and their low 

average value. However, some subsidiaries do 

work on large-scale projects. These major projects 

are subject to specific monitoring procedures, paying 

greater attention to specific issues: complexity, 

design, unforeseen circumstances (geological or 

archaeological constraints, making land available 

for construction), execution, delivery lead-times, 

etc. ISK, a Slovakian subsidiary, is currently 

experiencing difficulties in performing the works 

and honouring its obligations under a fixed-price 

contract for the construction and renovation of 

a power plant at Mochovce. 

The activities of Colas may also be sensitive to 

natural phenomena, particularly to the weather. 

Adverse weather conditions (rain, snow, frost) 

may generate additional costs to completion, and 

fixed costs erode margins more significantly during 

downtime. 

Commodities risk 

Colas is sensitive to the regularity of supplies of key 

commodities and to fluctuations in their cost. The 

main commodities involved are petroleum-based 

products in the road building business (bitumen, 

vehicle fuel, heating fuel, oil), together with other 

commodities such as steel, copper and aluminium 

in the security, signalling, waterproofing and rail 

businesses. 

The biggest risk relates to bitumen and other 

petroleum-based products. 

Supply chain risk 

Delays or stockouts in the supply chain may lead 

to direct and indirect cost overruns in the road 

building and waterproofing businesses. This is not 

a systematic risk, except in the case of a conflict 

and a total breakdown in petroleum supplies. 

This type of risk may affect a country, or more 

likely a region, over a variable period of time. At 

the beginning of 2011, the Kemaman refinery in 

Malaysia (operated by the Thai subsidiary, Tipco) 

had to stop production because it was unable to 

procure supplies of the type of crude oil suitable 

for the facility on acceptable purchase terms. This 

incurred additional unforeseen costs. Some years 

ago, Colas took steps to address this risk by setting 

up a group-level Bitumen unit, supported by 

similar units in some of the major regions where the 

company operates (e.g. North America) to improve 

supply chain capacity through bulk purchase 

agreements and imports. Over the years, Colas has 

also developed a bulk storage capacity, in France, 

Europe, the French overseas departments, in the 

Indian Ocean region and, on a larger scale, in 

North America. Storage capacities are substantial 

relative to bitumen consumption in each region. 

The policy of building up storage capacity is ongoing, 

with new capacity being added as opportunities 

arise to buy existing facilities or create new 

ones. The acquisition of Société de la Raffinerie 

de Dunkerque, which produces around 300,000 

tonnes of bitumen a year, is a significant factor in 

securing supplies for road building in France and 

Northern Europe. Possible, temporary closures 

of new refining plants in France (Berre, Petit- 

Couronne) increases the risk to bitumen supplies. 

Price fluctuation risk 

There have been significant fluctuations in bitumen 

prices for several years. A number of factors 

serve to limit the risk arising from these fluctuations, 

including the number and value of average 

contracts (which means that prices can often be 

reflected in the tender bid) and the fact that many 

contracts (in France and elsewhere) include revision 

or indexation clauses. Employees involved 

in contract negotiations are made aware of this 

issue so that it can be factored into the process. 

In some regions, it is possible to enter into supply 

contracts that fix prices at a guaranteed level for a 

specific period. For large-scale contracts, hedging 

strategies may be implemented on a case by case 

basis when orders are placed. In some of the Colas 

group's activities, such as sales of manufactured 

goods, rises in prices of bitumen and other petroleum-based 

products are passed on to customers 

to the extent that market conditions allow. 

Given these factors, it is not possible to quantify 

the sensitivity of operating profits to commodity 

price fluctuations: Colas is involved in thousands 

of contracts subject to varying degrees of legal 

protection and the extent of price rises varies from 

region to region. 

There is also an indirect risk that rises in the prices 

of these products might lead to a reduction in order 

volumes as customers react to higher prices for 

works and services. 

Risks relating to the activities of 

Société de la Raffinerie de Dunkerque 

(SRD) 

SRD, acquired in June 2010, is sensitive to fluctuations 

in commodity prices. The profit of a specialty 

product refinery is based on the difference between 

the sale price of the refined products (oil, paraffin 

wax, bitumen and fuel oil) and the price of the raw 

material inputs to the refining process (atmospheric 

residue, hydocrackate 1 , and feedstock). Refining 

margin reflects this price differential. The margin 

was satisfactory in the first half of 2011 but fell away 

in the last quarter due to the price rise in materials 

(linked to the price of heavy fuel oil) and price falls, 

particularly in base oils, as a result of the worsening 

economic crisis from September onwards and 

inventory drawdowns by customers. 

The supply/production/sale cycle is short and 

supply and sale contracts are drafted so as to 

reduce this risk. Input raw material purchases are 

handled by a specialist committee. Raw materials 

are used in production one month after purchase 

and the resulting products are sold that month or 

in the two months following. A hedging policy has 

been introduced to reduce this risk. 

As at 31 December 2011, these hedges represented 

132,000 barrels of Brent crude and 1,200 

tonnes of 1% fuel oil sold forward for a notional 

amount (volume multiplied by the forward price) 

of €11,368 million. In accounting terms, these 

qualify as cash flow hedges and their fair value as 

at 31 December 2011 had little impact (€0.104 million) 

on group equity. 

(1) Hydrocracking is an oil refining process wherein feedstock is cracked in the presence of hydrogen. 


3 

Risk factors 


TF1 

Risk of losing key programmes 

Thanks to the talent of its creative staff and its 

privileged, longstanding relations with French 

and foreign producers, TF1 has always presented 

superior programming. These factors reduce 

the risk that TF1 will lose key programmes which 

could result in smaller audiences and, in pay-TV, 

strained relations with the distributors of channels 

in a market that is now increasingly limited to a 

handful of players. 

Particular attention needs to be paid to acquiring 

broadcasting rights for sporting events due to the 

arrival of new players which may upset the current 

balance in the rights market. 

Although the level of advertising revenue is correlated 

with a channel's viewership and audience 

share, the relationship is not linear. A one-point 

decrease or increase in audience share does 

not necessarily result in an equivalent variation in 

advertising market share, or gross or net advertising 

sales. 

Risk of non-recovery of advances 

TF1 enters into long-term contractual commitments 

in relation to major events (e.g. sports events 

contracts) that require advances on royalties to be 

paid for the broadcasting rights. TF1 is therefore 

exposed to the risk that it may not recover such 

advances if the event is totally or partially cancelled 

due to force majeure. TF1 negotiates clauses covering 

the repayment of advances and, whenever 

possible, considers the advisability of insuring 

against this risk. 

Risks related to the economic crisis 

TF1, like the rest of the global economy, was 

affected by the 2009 economic crisis. The group 

has also updated its actions plans to reflect the 

economic context of the third and fourth quarters 

of 2011. The deterioration of the economic environment 

may also impact on the financial health of the 

group's partners and affect their ability to honour 

their contractual obligations within the relevant 

time frame. 

The group reorganised in 2009 to soften the impact 

of any future shocks to the economy and to be 

able to react even more effectively in the event of 

another downturn. It introduced new processes, 

made part of its costs variable and adapted its 

business model. The group has pursued this 

course of action, creating a crisis monitoring committee. 

A warning system has been devised with 

operational action plans to reduce costs in the 

event of any fall in income. There are various segments 

to this action plan involving measures to be 

put in place according to a timetable or according 

to business specialisation. 

In 2011, the TF1 group continued efforts in the area 

of programming costs and purchasing policy, in 

particular by better matching rights acquisitions 

with identified audience strata. Both operational 

and programming cost reductions have been 

mooted. They will only be implemented if any negative 

trends observed trigger alerts in the warning 

system. Their effect will be tailored to the degree 

of drift to safeguard the channel's reputation and 

its audience. 

Industrial risks 

TF1 programme broadcasting: 

Risk of signal transmission interruption 

and execution risk 

TF1's programmes are currently broadcast to 

French homes by: 

> radio waves in free standard definition DTT 

via the 124 main transmission sites and 1,502 

secondary transmission sites operated by TDF, 

TowerCast, OneCast and Itas Tim; 

> radio waves for free high definition DTT via the 

124 main transmission sites and 843 secondary 

transmission sites operated by TDF, TowerCast, 

OneCast and Itas Tim; 

> satellite in free-view standard definition and high 

definition digital on the Astra 1 position from 

SES in the DTT SAT offering and on Eutelsat's 

Atlantic Bird 3 in Fransat's offering; 

> cable in SECAM analogue on some networks; 

> cable in standard definition digital; 

> satellite in standard definition digital in the packages 

offered by CanalSatellite (SES Astra 1) and 

AB (Eutelsat AB3); 

> ADSL and fibre-optic cable in standard definition 

digital via all Internet service providers (Orange, 

Free, SFR, Bouygues Telecom and Darty); 

> cable, fibre, satellite and ADSL, simulcasting in 

digital high definition via a growing number of 

networks. 

TDF is by far the leading national TV signal transmission 

operator, with a network and technical 

resources currently unmatched by any other 

company. 

TF1 is therefore dependent on TDF for signal 

transmission. Despite the emergence of alternative 

transmission operators, TF1 cannot do without 

TDF's broadcasting facilities. As a consequence, 

if the TDF network breaks down, TF1 cannot 

switch to other terrestrial transmission systems to 

provide quick and economical coverage of its full 

broadcast area. 

Multi-platform radio wave transmission (SD DTT, 

HD DTT) and the variety of alternative networks 

(satellite, cable, ADSL and fibre, with the latter two 

run by multiple operators) will gradually reduce the 

impact of any failures, since these networks are not 

connected to each other and are staffed separately. 

Broadcasting sites are generally reliable because 

of duplicate coverage from transmitters. However, 

incidents can occur with the antenna system 

(antenna, wave guides and frequency multiplexers) 

and power supply is not under TDF's control (it is 

the responsibility of EDF). 

There have been disruptions of TF1 signal transmissions 

for technical reasons, such as transmitter 

failures or power outages. Contractual penalties 

are not commensurate with potential operating 

losses to TF1 during these incidents (including 

loss of audience, damage to TF1's image, rebates 

claimed by advertisers and loss of merchandising 

rights). 

Finally, as TF1's HD signal transmissions have not 

been protected because they are currently carried 

by TDF's terrestrial MSTP (multiservice transport 

platform), a network that has already been 

deployed and is operating but which is only due 

to be completed in June 2012), multiplex transmission 

interruptions affecting groups of broadcasting 

sites are possible and isolated cases are occurring. 

In time, the MSTP network should be much 

sturdier and the possibility of providing for back-up 

transmission on TF1 HD will be studied before 

broadcasting on TF1 SD DTT comes to an end. 


The current labour climate brings a risk of malicious 

actions that could have an impact on TF1's 

broadcasting. There have been several minor interruptions 

of service at transmission sites in the past. 

The loss that TF1 could incur in the event of a 

transmitter failure is proportional to the number 

of television viewers served by the transmitter. A 

failure in the Paris region (with its 10 million viewers) 

could have serious economic repercussions. For 

this reason, TF1 has negotiated an agreement for 

its digital transmissions requiring TDF to intervene 

very quickly in the event of a failure and it has 

requested reinforced back-up measures. 

Other than that, the reallocation of frequencies with 

the deployment of new multiplexers (e.g. R7 and 

R8) could have an impact on current multiplexers 

and cause local disturbances in the group's 

networks. 

Risk management policy 

The "Réagir" Committee created in 2003 continues 

to work on monitoring and preventing the major 

risks associated with the TF1 group's key processes. 

It also updates and regularly tests rapid 

recovery plans that may be triggered when an 

exceptional event results in an interruption in signal 

transmission or loss of access to the TF1 building. 

A secure external backup site set up in 2007 is 

now operational for programme transmission, the 

production of newscasts (TF1 and LCI), and the 

preparation of advertising spots for the TF1 channel. 

The company's vital functions are included 

in the security plan through an alert and activity 

resumption process. Besides real-time security, 

numerous areas such as accounting, treasury, 

payroll, Eurosport, e-tf1 and IT are protected by 

multiple-level security systems. Procedures are 

tested periodically so that the system can be 

adjusted, if necessary. Broadcasting continuity 

is ensured 24/24, and an operations simulation is 

performed every month. 

In 2011, over seventy people in the company took 

part in a day-long simulation to test the back-up 

site. This exercise showed that it was possible to 

resume TV newscasts using the new news production 

system. This Process News and Sport 2 (PNS2) 

system has been installed at the back-up site and 

to ensure that current news stories are always 

available. Broadcast continuity and advertising 

transmission were also tested in conditions as 

complex as real life situations. 

The "Réagir" plan was implemented several times 

in 2011 for incidents having no direct impact on 

the broadcast channel. 

The "Réagir" system was activated twice, for a 

computer virus and a night-time incident. It managed 

to solve the problems without using the 

back-up systems. 

As with operational risks, TF1 carried insurance 

(both civil liability and property damage) that covers 

some of the risks mentioned above. 

Competition risks 

Risks related to the growth in digital 

terrestrial television (DTT) and the Internet 

(source: Médiamétrie) 

The TF1 group operates in a constantly evolving 

competitive environment in which changes have 

been accelerated by: 

> the development of digital terrestrial television 

(DTT); 

> gradual changes in how entertainment is consumed 

due to the development in web-based 

media which will see revenues grow in coming 

years, in part from below-the-line advertising, 

and which should see the consumption of nonlinear 

content grow to the detriment of pay-TV 

(pre-packaged programmes); 

> the development of connected TV offering a new 

medium supplementing the non-linear distribution 

of programmes, with the arrival of powerful 

players such as Apple, Google and Netflix. 

The tendering process launched by the CSA 

(French broadcasting authority) at the end of 

2011 for the award of six new DTT channels may 

well amplify the effects of these developments. 

TF1 group has submitted three projects to take 

advantage of this new DTT audience share and 

thus limit the impact on its main channel. 

The launch of DTT in March 2005 marked the end 

of a television landscape in which access to freeto-air 

television was limited by their being only 

six broadcasters with an analogue broadcasting 

licence. 

The roll-out of DTT has brought new channels 

and split the television audience among a larger 

number of players. The audiovisual landscape is 

changing rapidly. In January 2007, 40% of French 

households received multi-channel offerings; by 

the end of December 2011, that figure had risen to 

100% (or an average of 99% for 2011 as a whole). 

With this growth in free television offerings, TF1's 

audience share would have been expected to 

decline. However, the channel's audience has 

held relatively steady: while multi-channel offerings 

have increased three-fold in six years, TF1's 

audience share among individuals aged 4 and over 

declined from 31.8% in 2004 to 23.7% by the end 

of December 2011. Meanwhile, DTT's aggregate 

market share has increased from 5.8% in 2007 to 

23.1% in December 2011 (a rise of 17.3 points). 

Furthermore, TF1 is the only channel that continues 

to attract audiences of more than nine million 

viewers, and also had 99 of the top 100 audience 

ratings in 2011. The risk of audience fragmentation 

facing TF1 will be reduced by TF1's move into 

DTT with the acquisition of full control over TMC 

and NT1 in 2010. 

With the steady increase of leisure time spent on 

entertainment – including television – the group has 

consolidated TF1's leader position by: 

> limiting the impact of these changes on its 

viewership by airing appealing programmes; 

> by positioning itself as a major DTT player 

through its ownership of TMC, the leading DTT 

channel in 2011, and fifth most popular national 

channel, and NT1; and 

> by establishing MYTF1 as the leading French 

media website. 

TF1 has also made reasonable investments to 

establish its position on the connected television 

market, including by signing partnership agreements 

with manufacturers. 

Risks related to the digital switchover 

One risk related to the competitive environment 

is the reallocation of frequencies to new players 

(e.g. a reallocation to broadcasting of some of the 

bandwidth gained from the digital dividend). Also, 

the announced repeal of the legislation allocating 

compensatory channels to incumbent broadcasters 

in line with a European Commission opinion 

and the launch of the tendering process for the 

R7 and R8 multiplexers have created uncertainties 

as to how the audiovisual landscape will develop. 


3 

Risk factors 


Regulatory risk 

CSA broadcasting licence and enforcement 

powers 

TF1 is an audiovisual communications service that 

requires a licence. The company's initial licence to 

use frequencies for a period of 10 years from 4 April 

1987 (Law of 30 September 1986) expired in 1997. 

Based on Decision No. 96-614 of 17 September 

1996, the channel received an initial five-year 

renewal of this licence effective on 16 April 1997, 

with no requirement for a competitive tender. 

The TF1 channel's broadcasting licence was 

automatically renewed for the period 2002-2007 

by decision of the CSA on 20 November 2001. 

Under Article 82 of the Law of 30 September 

1986, as amended, this licence was automatically 

be extended to 2012 in return for simulcasting the 

digital terrestrial free-to-air channel. The CSA, in a 

decision of 10 June 2003, modified the TF1 licence 

and contract terms to build in stipulations about 

the transfer of the channel's programming to DTT. 

The Future Audiovisual and Television Broadcasting 

Modernisation Act of 5 March 2007 introduced two 

automatic five-year extensions of TF1's licence. 

The first compensated for the early switch-off of 

the channel's analogue signal on 30 November 

2011 and was subject to TF1 joining the consortium 

set up to implement the analogue switch-off. The 

second was in return for the channel's commitment 

to provide DTT coverage to 95% of the French 

population. Accordingly, TF1's licence is now set 

to expire in 2022. 

The TF1 group is subject to a variety of commitments 

covering general obligations to broadcast 

and invest in production, either through its schedule 

of conditions or as a result of regulations 

applicable to its activity. A change to the regulations 

could raise the current constraints imposed 

on TF1, with a possible negative impact on the 

company's profitability. 

If TF1 fails to meet its contractual obligations, the 

CSA can, after giving formal notice and depending 

on the severity of the offence, impose one of 

the penalties set forth in Article 42(1) of the Law 

of 30 September 1986. These include a fine; 

a temporary ban (of no more than one month) 

on producing, broadcasting or distributing the 

service, or a category of programme, or part of a 

programme; reducing the term of the licence to use 

frequencies by up to one year. TF1's compliance 

with its obligations is strictly monitored. It has a 

dedicated Programme Compliance department 

to ensure that the channel's programmes comply 

fully with regulatory requirements. 

Privacy law and defamation 

There are no cases pending that present a financial 

risk to TF1. 

Risk of additional taxes 

Article 53 of the Law of 30 September 1986, as 

amended by the Finance Act 2011, deferred the 

complete end to advertising on France Télévisions 

(the public service broadcaster), initially set for 

2012, until 1 January 2016. In exchange for the 

postponement, the tax paid by the channels to 

make up the France Télévisions' deficit has been 

lowered to 0.5% of advertising revenues until 

1 January 2016. 

This example is a good illustration of the risk of new 

taxes to which television channels are exposed, 

such as the tax on advertising spending. 

Operational risk management policy 

The TF1 group has put new risk monitoring and 

control systems in place across the board for all 

of its businesses. 


Infrastructure access 

In a sector characterised by cycles of technological 

change, one of the major challenges facing 

Bouygues Telecom is to access infrastructure on 

the best possible cost terms within a timeframe 

that enables it to meet consumer needs for new 

services on a timely basis. 

Bouygues Telecom has embarked on projects 

that will make it a key player in the fixed-line veryhigh-speed 

broadband market. Since November 

2010, Bouygues Telecom has been using the 

Numericable network and marketing its Bbox fibre 

service, which offers faster speeds than ADSL. An 

agreement with SFR to jointly deploy a fibre optic 

network with 3 million connections into the home, 

signed on 9 December 2010, will make Bouygues 

the only Internet service provider simultaneously 

offering ADSL, cable and fibre optic services. 

In the very-high-speed mobile business, Bouygues 

Telecom has acquired a significant number of 

2,600 MHz and 800 MHz frequencies enabling it 

to provide very high speed services across France 

in the coming years. 

Competition 

The French electronic communications market 

is highly competitive. Competition is likely to 

become tougher in 2012 with the entry into the 

French mobile telephony market of a new operator 

which has been awarded the fourth UMTS 

licence and allowed to benefit from asymmetric 

regulatory measures never before granted to any 

other operator. 

In this competitive environment, Bouygues Telecom 

has embarked on a new direction, launching new 

offers: 

> it has created B&YOU, a community forumbased 

brand at the heart of social networks sold 

exclusively online with no minimum commitment 

and targeted at the most autonomous members 

of the Internet generation able to manage all 

contact with their service provider online; 

> it has also launched Eden, a tailored range of 

offers catering to customer requirements (with or 

without a minimum commitment, with or without 

a handset and with a new customer loyalty 

programme, etc.), in order to supplement and 

simplify its services; 

> a new premium service that guarantees next day 

replacement for handsets that are damaged, 

lost, stolen or faulty. 

It is also one of the company's core objectives to 

improve its position on the internet and fixed phone 

market. Bouygues Telecom is already the market 

leader in terms of net growth, attracting 433,000 

new customers in 2011 and increasing the number 

of its fixed-line customers to more than 1.2 million 

as at end December 2011. 

Adverse regulatory and tax changes 

In a strict regulatory and fiscal environment, new 

taxes and regulatory restrictions are being applied 

to fixed and mobile services at both European and 

national level. Because of the potential impact 

on company profitability, Bouygues Telecom is 

constantly on the lookout for such developments 


in order to anticipate and neutralise their impact. 

Business failure of a contracting 

partner or counterparty 

The financial crisis has weakened those with whom 

Bouygues Telecom does business, from suppliers 

and customers to commercial partners. If a major 

contracting partner, such as a key supplier or a 

customer generating significant income for the 

company, goes out of business, Bouygues Telecom 

may be exposed to reputational risk, potential loss 

of profits and risks to the continuity of its business 

activities. 

Bouygues Telecom specifically monitors major 

contracting partners and prepares action plans 

that can be implemented at short notice if required. 

Prolonged downtime at 

production sites 

Damage to critical network infrastructure or information 

systems may cause failures or interruptions 

in the services Bouygues Telecom provides to its 

customers. 

To limit the risk of incidents affecting a production 

site, computer rooms are secure, with access 

control, fire protection, air-conditioning, humidity 

control, duplicate power supplies and standby 

generators. Regular tests and maintenance are 

carried out on these security measures. 

Since 2003, Bouygues Telecom has had a business 

continuity plan to cope with incidents of this kind. 

The plan builds in the phased recovery of systems, 

applications and data in order of criticality, and 

offsite back-ups in a secure location. The plan is 

subject to live testing or simulations at least once a 

year, and is also tested whenever there is a major 

software or hardware upgrade. 

Exclusion from the value chain due to 

innovation in a related market 

Some of the growth in the electronic communications 

market is driven by innovation in telephone 

services. Many players are involved in the providing 

the component parts of a service and some 

may exclude electronic communications operators 

like Bouygues Telecom from a portion of the value 

produced by services and content. 

Content or service providers may also stand 

between telecoms operator and end customer, 

particularly in the supplier-customer relationship 

and marketing of electronic communications. 

Bouygues Telecom is constantly monitoring innovation 

and makes a direct or indirect contribution to 

developing high-potential products. 

Radio waves and public health 

Bouygues Telecom has a dedicated Radio Waves 

and Protection unit which monitors and studies 

this issue using a variety of sources (the internet, 

publications, subscriptions to supervisory bodies, 

personal contacts, attendance at scientific conferences, 

etc). 

The Interphone Study, published on 17 May 2010, 

reached no conclusions as to the potential negative 

health impact of using a mobile phone. Bouygues 

Telecom is committed to keeping its customers 

informed and has displayed the SAR (Specific 

Absorption Rate) of its handsets at retail outlets 

since the beginning of 2006 and on its website 

since 2001. For many years, Bouygues Telecom 

has provided precautionary guidance to customers 

and potential customers on how best to use their 

mobile phones, such as using the earpiece kit 

provided in every pack, calling from areas where 

reception is good, restricting the use of mobiles 

by children, etc. 

Bouygues Telecom participates in the "Comop" 

operational committee, set up in July 2009 as part 

of the work of the Grenelle Environment Summit 

on radio waves. The committee's objectives are 

to develop models and, where possible, conduct 

experiments into lowering the emission levels of 

radio wave antenna. 

Psychosocial risk 

Bouygues Telecom is committed to offering a 

working environment and working conditions that 

promote the well-being of its employees. The 

company's core values include synergy and solidarity, 

and are based on controlled internal mobility 

designed to satisfy employee aspirations. In 

2011, for the second consecutive year, Bouygues 

Telecom was named in the Top Employers' list by 

CRF France, making it one of thirty-three French 

businesses to be recognised for the quality of their 

human resources policy. Bouygues Telecom was 

favourably judged on the basis of five criteria: salary 

and benefits, working conditions, training and 

development, career path development and talent 

management, and company culture. 

The company is also committed to a sustained 

and shared psychosocial risk prevention policy. 

Bouygues Telecom maintains a constant oversight 

of psychosocial risks using the following indicators 

and prevention systems: 

> a "well-being and stress observatory", set up in 

2000, with doctors from the occupational health 

authorities, generating findings and action plans 

for submission to the Health, Safety and Working 

Conditions Committee and to employee representatives; 

> a social worker and an occupational psychologist 

at each Bouygues Telecom site; 

> an agreement on "psychosocial risks associated 

with stress situations at work" signed in 2010; all 

of the agreed measures have been rolled out 

(training of 2,000 managers, etc.); 

> annual employee satisfaction surveys. 

Web management 

The growing influence of social networks and 

e-commerce is challenging current marketing 

and customer management methods. Bouygues 

Telecom is working hard to prepare the company 

for these new standards, imagining the companycustomer 

relationships of tomorrow to anticipate 

human resource needs and information system 

improvements. 

External attacks on IT systems 

Information systems (IS) are subject to an everincreasing 

number of hacker attacks (service 

denial and data theft). To safeguard against such 

attacks, Bouygues Telecom has introduced a 

structured security policy based on IS access 

controls, a high-performance password management 

policy and appropriate technical systems to 

protect against intrusions. 


3 Market 

Risk factors 

risks 

MARKET RISKS 

In addition to the information provided below, 

readers should refer to the tables provided in 

the following notes to the consolidated financial 

statements, appearing in the Financial Statements 

section of this document: 

> Note 4.4 Cash and cash equivalents 

> Note 8.1 Interest-bearing debt by maturity 

> Note 8.2 Confirmed credit facilities 

and drawdowns 

> Note 8.3 Liquidity at 31 December 2011 

> Note 8.4 Split of current and non-current 

debt by interest rate type 

> Note 8.5 Interest rate risk 

> Note 8.6 Split of current and non-current 

debt by currency 

> Note 17.1 Interest rate hedges 

> Note 17.2 Currency hedges 

Management of interest 

rate risk and currency risk 

Some Bouygues group entities use hedging instruments 

to limit the impact on the income statement 

of fluctuations in exchange rates and interest rates. 

The Group's policy on the use of financial instruments 

is described below. 

Risks to which the Group 

is exposed 

Currency risk 

In general, the Bouygues group has little exposure 

to currency risk in routine commercial transactions, 

given that its international operations (primarily 

Bouygues Construction and Colas) do not involve 

exports. Where possible, expenses relating to 

a contract are incurred in the same currency as 

that in which the contract is billed. This applies to 

most projects executed outside France, on which 

local-currency expenses (sub-contracting and 

supplies) represent a much higher proportion than 

euro-denominated expenses. Exposure to currency 

risk is therefore limited to contract margins, and to 

design work carried out in France. The Bouygues 

group also pays particular attention to risks relating 

to assets denominated in non-convertible currencies, 

and to country risk generally. 

Interest rate risk 

The Group's financial expenses have low sensitivity 

to interest rate risk. The bulk of debt is in the 

form of fixed-rate bond issues (see Note 8.4 to the 

consolidated financial statements, in the Financial 

Statements section), and a range of hedging 

instruments is used to convert variable-rate debt 

into fixed-rate debt. 

Consolidated financial expenses would be only 

marginally affected by fluctuations in euro interest 

rates, or by a divergence in interest rate trends 

between the euro and other major currencies. 

On average over the year, the amount of variablerate 

debt in the balance sheet is less than the 

amount of surplus cash invested at variable rates. 

Principles applied to all hedging 

instruments 

The only instruments used for hedging purposes 

are forward currency purchases and sales, currency 

swaps and purchases of currency options 

for currency risk hedging purposes; and interest 

rate swaps, future rate agreements, and purchases 

of caps and collars for interest rate risk hedging 

purposes. 

These instruments: 

> are used solely for hedging purposes; 

> are contracted solely with high-quality French 

and foreign banks; 

> carry no liquidity risk in the event of a downturn. 

Specific reports are prepared for those responsible 

for the management and supervision of the relevant 

Group companies describing the use of hedging 

instruments, the selection of counterparties with 

whom they are contracted, and more generally 

the management of exposure to currency risk and 

interest rate risk. 

Hedging rules 

Currency risk 

(see Note 17.2 to the consolidated financial statements, 

in the Financial Statements section) 

Group policy is to hedge systematically all residual 

currency exposure relating to commercial transactions. 

If the future cash flow is certain, the currency 

risk is hedged by buying or selling currency forward, 

or by means of currency swaps. For some 

large contracts, options may be taken out for 

hedging purposes before the contract award has 

been confirmed; if the hedged item ceases to 

exist (for example, if the service is not provided 

or the contract is cancelled), the hedge is closed 

out immediately. 

In the interests of efficiency, the currency positions 

of some Group entities may be managed centrally, 

which in some cases may result in the offset of 

matching positions. 

Currency derivatives are used solely for hedging 

purposes. 


(see Note 17.1 to the consolidated financial statements, 

in the Financial Statements section) 

Group policy is for each sub-group to hedge some 

or all of its financial assets and liabilities, where 

these are foreseeable and recurring. 

The aim is to control future interest expense by 

fixing the cost of debt using swaps and future 

rate agreements, or by limiting it through the use 

of caps, over a period equivalent to that of the 

financial liabilities to be hedged. 

As with currency risk, the interest rate positions of 

some Group entities may, in the interests of efficiency, 

be managed centrally and partially offset. 

Accounting methods 

In general, the financial instruments used by the 

Group qualify for hedge accounting, which means 

that the hedging relationship is documented in 

accordance with the requirements of IAS 39. Two 

types of accounting treatment are used: 

> Fair value hedges: changes in the fair value of 

the hedging instrument and changes in the fair 

value of the hedged item are recognised symmetrically 

in the income statement. 

> Cash flow hedges: changes in the fair value of 

the hedging instrument are recognised in the 

income statement for the ineffective portion of 

the hedging relationship, and in shareholders' 

equity (until the hedge is closed out) for the 

effective portion. 


Market value of hedging instruments 

As of 31 December 2011, the market value (net 

present value) of the hedging instruments portfolio 

was -€80 million. This amount mainly comprises the 

net present value of interest rate swaps contracted 

to hedge the Group's debt (fair value hedges and 

cash flow hedges), and the net present value of 

forwards and futures contracted to hedge currency 

risk arising on commercial transactions. 

The split of this market value by type of hedge is 

as follows: 

> fair value hedges of components of net debt: 

-€19 million; 

> cash flow hedges: -€61 million. 

In the event of a +1.00% movement in the yield 

curve, the hedging instruments portfolio would 

have a market value of -€15 million; in the event of 

a -1.00% movement in the yield curve, the hedging 

instruments portfolio would have a market value of 

-€147 million. 

In the event of a 1% depreciation in the euro 

against each of the other currencies, the hedging 

instruments portfolio would have a market value 

of ‐€94 million. 

These calculations were prepared by the Bouygues 

group, or obtained from the banks with whom the 

instruments were contracted. 

Exposure to equity risk 

In the event of adverse trends in the business of an 

investee or in the economic environment in which it 

operates, the Bouygues group could be exposed 

to the risk of a fall in the price of the shares it holds 

in that investee. 

Liquidity risk 

As at 31 December 2011, available cash stood at 

€3,161 million (including -€16 million of financial 

instruments contracted to hedge net debt). The 

Group also had €5,245 million of undrawn confirmed 

medium-term credit facilities as at the same 

date. Consequently, Bouygues is not exposed to 

liquidity risk. 

The credit facilities contracted by Bouygues SA 

and its subsidiaries contain no financial covenants 

or trigger event clauses. 

The bond issues maturing in 2013, 2015, 2016, 

2018, 2019 and 2026 all contain a change of 

control clause relating to Bouygues SA. Bouygues 

bond issues are rated BBB+ (long term) by 

Standard & Poor's. 

For a more detailed discussion of the effects of a 

change of control, refer to Note 8 to the consolidated 

financial statements ("Non-current and current 

debt"), and to the disclosures in the Legal and 

Financial Information section about factors likely to 

have an impact on any public tender offer price. 

CLAIMS AND LITIGATION 

Bouygues group companies are involved in a 

variety of litigation and claims in the normal course 

of their business. In particular, subsidiaries of 

Bouygues Construction and Colas are involved 

in competition law litigation and claims. Risks are 

assessed on the basis of past experience and 

analysis by the Group's in-house legal departments 

and external counsel. To the company's 

knowledge, there is at present no exceptional 

event, dispute or claim likely to have a substantial 

negative impact on the businesses, assets and 

liabilities, results or financial position of the Group 

as a whole. Disputes and claims are subject to 

regular review, especially when new facts arise. 

The provisions recorded in the financial statements 

appear to be adequate in light of these assessments. 

The Bouygues group uses all legal means 

to defend its legitimate interests. 


South Africa – Gautrain Project 

Bouygues Travaux Publics, in association with 

two local partners and Bombardier in respect of 

rolling stock and electro-mechanical equipment, 

delivered the first phase of a large-scale rail infrastructure 

project in June 2010 linking the country's 

principal airport to Johannesburg and Pretoria. This 

phase has been in service since this date. 

The delivery of phase 2 has been disrupted by 

disagreements between Bombela Ltd, the concession 

company holding the contract, in which 

Bouygues Travaux Publics owns a 17% equity 

stake, and Gauteng Province, regarding execution 

of the project works. 

A problem has arisen in relation to the waterproofing 

of the tunnel in several sections of phase 2 

against water inflow: water seepage levels were 

higher than those according to the Gauteng 

Province's reading of the contract technical specifications. 

This disagreement was referred to the 

Dispute Resolution Board ("DRB") provided for in 

the concession contract. The DRB found that the 

tunnel and its sealing against water inflow were in 

compliance with specifications in all sections other 

than the "Park Station to E2" section. 

The water seepage for this section was found to be 

higher than the levels provided for in the contract 

technical specifications. Remedial works were 

carried out to rectify this problem at end 2011/ 

beginning 2012. 

This problem has delayed the full commissioning 

of this phase although most of the phase has been 

operational since 2 August 2011. The "Park Station 

to E2" section will be opened for service once the 

tunnel sealing works have been carried out and 

considered suitable. 

The parties have referred several other disputes 

to the DRB: the most important concerning the 

consequences of delays by the Province in making 

necessary land available, required for completion 

of the works. These delays have seriously disrupted 

contractual performance and their financial repercussions 

have been significant. 

Given the magnitude and complexity of the dispute 

submitted to the Association of Arbitrators 

(Southern Africa), no settlement is likely to be 

reached before the end of 2013. 

France – Flamanville EPR 

Bouygues Travaux Publics was awarded the 

civil engineering contract to build the European 

Pressurised Reactor (EPR) at the Flamanville 

nuclear power plant, which it signed with EDF on 

2 October 2006. 

Technical difficulties since execution of this contract 

began have, in the past, already prompted 

the parties to amend its terms and conditions, 

in particular as regards price and delivery date. 

An addendum was signed in 2011 agreeing an 

increase in the contract price, primarily covering 

difficulties encountered in (i) the design and 

construction of the metal liners of pools for some 

of the reactors and (ii) the cost of adapting the 

methods to be used due to the growing complexity 

of reinforcement and concreting works. 

BOUYGUES • 2011 Registration Document • RISK FACTORS • Claims and litigation • 148

3 Claims 

Risk factors 

and litigation 

In addition, unfortunately there was a work accident 

resulting in the death of a temporary employee of a 

sub-contractor of the consortium carrying out the 

works. A preliminary investigation for manslaughter 

is in progress and employees of the consortium 

have been interviewed as part of this investigation. 

France – Île-de-France Regional 

Authority Contracts 

Following a Competition Council (now Competition 

Authority) ruling of 9 May 2007, the Île-de-France 

Regional Authority filed a compensation claim in 

2008 as relief for losses it claims to have incurred 

as a result of the anti-competitive practices of 

construction companies in connection with the 

award of public works contracts for the renovation 

of secondary school buildings in the region. 

The Regional Authority's urgent summary application 

to the Paris District Court was denied in a ruling 

issued on 15 January 2009 on the ground that, 

prima facie, there were genuine reasons for objecting 

to the very principle of the compensation claim. 

Invited to revisit the substantive issues of the claim, 

the Regional Authority filed a further application to 

the Paris District Court in February 2010, this time 

claiming damages for a loss it estimated at €358 

million based on the joint and several liability of the 

parties collectively responsible for the loss, i.e. the 

companies and individuals found to have engaged 

in anti-competitive practices. At the beginning 

of 2012, the Regional Authority reduced its loss 

estimation to €232 million. 

The construction companies involved, which dispute 

both the reality of any loss and its quantum, 

have in turn applied to the Court to compel the 

Regional Authority to disclose a number of documents 

so that the decision-making process behind 

the award of each of the contracts can be reconstructed 

as precisely as possible, thus providing 

evidence of the alleged loss. 

In an injunction dated 3 March 2011, the District 

Court ordered the Île-de-France Regional Authority 

to individualise its claims (loss suffered and contractor 

against which the action is directed) for 

each of the 88 packages involved in this case and 

to disclose archived documents not yet adduced 

in evidence. 

France – EOLE 

Following a Competition Council (now Competition 

Authority) ruling of 21 March 2006, which found 

several companies guilty, generally, of acting 

as a cartel to share contracts and, specifically, 

of an anti-competitive agreement in relation to 

packages 34B and 37B of the East-West Express 

Rail Link (EOLE) project, on 21 March 2011 SNCF 

brought an action in damages before the Paris 

Administrative Court seeking relief for losses that 

it claims to have suffered as a result of the anticompetitive 

behaviour of construction companies 

when the project's job packages were awarded. 

The Group is challenging the reality of the alleged 

loss suffered by SNCF. It considers the action to be 

faltering, compromised and potentially time-barred. 

USA – Port of Miami Tunnel 

Bouygues Travaux Publics has been awarded a 

contract to finance, design, build and maintain a 

major road tunnel in the port of Miami. 

Before starting excavation work, Bouygues Travaux 

Publics conducted additional geological surveys 

highlighting significant differences to the geological 

data originally supplied by the customer 

(Florida Department of Transportation). 

The customer has been officially notified of the 

results of these additional surveys to warn it to 

expect disruptions to excavation works. 

To ensure that the project continues to progress 

satisfactorily, Bouygues Travaux Publics immediately 

undertook the relevant additional works 

involving (i) technical modifications to the tunnel 

boring machine and (ii) preparatory injection works 

for excavation to commence under optimal technical 

conditions. 

Bouygues Travaux Publics made a simultaneous 

submission to the Dispute Resolution Board ("DRB") 

provided for under the concession contract for it to 

recognise the inaccuracy of the sub-soil geology 

data contained in contractual documents supplied 

by the customer and confirm the customer's liability 

for the financial impact of this finding. 

The DRB has just given its ruling, which opens a 

period of negotiation with the customer. 

On 17 January 2012, the DRB issued an immediately 

enforceable decision, the main terms of which 

are the following: 

> the DRB did not accept that there was any 

change in the geological conditions compared 

to the geological data set out in the contract. 

It concluded that the construction company 

should bear the cost of the technical modifications 

to the tunnel boring machine; 

> the DRB did not discount the need for the 

preparatory injection works carried out by the 

company. The concession company, construction 

company and client immediately entered 

into negotiations to decide how liability for these 

costs should be apportioned. 


Bouygues Immobilier is not currently involved in 

any significant litigation other than the case relating 

to decontamination works at the "Grand Sillon" 

residential project in Saint-Malo, France. An expert 

has been appointed and is currently investigating. 

Colas 

> Some Hungarian sub-subsidiaries (Egut, 

Debmut and Alterra) are facing various civil 

damages claims following decisions by the 

Hungarian Competition Authority. Collectively, 

these claims amount to some €25 million. The 

largest single claim, for €19 million, involves 

Hungary's national highways company. A report 

submitted on 22 April 2010 by a court-appointed 

expert concluded that the client had suffered no 

loss. The customer contested this finding but 

the expert reaffirmed his conclusion in court 

on 10 December 2010. However, the court did 

appoint another construction expert and an 

accounting expert in September 2011 in answer 

to the highway company's requests. The next 

hearing is scheduled for March 2012. 

> Following a ruling that Colas Île-de-France 

Normandie and five other companies had been 

guilty of price-fixing on asphalt mix contracts 

in the Seine-Maritime département between 

March 1991 and December 1998, the local 

authority filed an application on 25 February 

2010 seeking a ruling, in principal, that the 

contracts were invalid and for amounts paid 

under them to be refunded and, in the alternative, 

an order for the contractors to pay financial 

relief for the losses suffered. The principal claim 

against the six companies is for €133.7 million 

and the alternative claim is for €35.6 million. 


Colas Île-de-France Normandie is contesting 

the claims. Defence submissions were filed 

with the Administrative Court and served in 

November 2011. 

> The provisions made to cover potential exposure 

as a result of URSSAF (French Social Security 

Agency) audits routinely conducted on many of 

the companies in the group are considered to be 

adequate. At the end of 2009, URSSAF issued 

a substantial reassessment notice regarding 

relief from social security contributions under 

the "Tepa Act" 1 and under the Fillon Plan for 

the years 2006 to 2008. URSSAF is demanding 

payment in full on the ground of failure to file 

information electronically as required (according 

to URSSAF) under the French Social Security 

Code. The company and its subsidiaries believe 

that there are no grounds for levying the flat-rate 

tax charge provided for in Article R. 242-5 of the 

French Social Security Code, arguing that they 

supplied the documents and other evidence 

necessary for the audit in a usable format. It 

is difficult to estimate the potential financial 

consequences of this reassessment notice at 

present, since it turns on a question of principle, 

i.e. whether all the Tepa Act 1 and Fillon Plan 

relief can be denied solely on the grounds that 

Colas supplied its supporting documentation 

in hard copy rather than electronically. The 

reassessment is estimated at €46.6 million. The 

challenges have been referred to the relevant 

mediation and settlement commissions (CRA) 

which have not yet issued their findings (except 

in the case of Colas Ile-de France Normandie, 

which has been referred for hearing before the 

Social Security Tribunal). 

> Negotiations with the Romanian government 

following disagreements regarding the contract 

for the construction of the A2 motorway linking 

Cernavoda to Constanta (20 km to be constructed 

under a design-build contract at a contract 

price of €175 million) have not been satisfactorily 

resolved. Colas terminated the agreement on 

28 March 2011 claiming breaches of contract 

by the project owner. Colas filed a request for 

arbitration with the International Chamber of 

Commerce on 19 December 2011 claiming 

damages of more than RON 150 million (a little 

more than €35 million), plus interest, as relief for 

the contractual losses suffered. The Romanian 

government may potentially file a counterclaim 

in these arbitration proceedings. 

TF1 

Intellectual property litigation 

(copyright, neighbouring rights) 

The TF1 group has been affected by the pirating 

of content in which it owns rights. Legal action was 

taken in 2008 to put a halt to these acts and claim 

damages from platforms such as Dailymotion and 

YouTube. The corresponding proceedings, initially 

brought in the Paris Commercial Court, have been 

transferred to the Paris District Court, which following 

legislative changes is now the only French 

court with jurisdiction over copyright infringements. 

The TF1 group has been compelled to update its 

claims in these two cases as the infringements 

have been continuing since the claims were filed 

and served. Oral submissions are likely to be made 

in the YouTube case at the beginning of 2012. In 

the Dailymotion case, a hearing for such submissions 

should be held in the first half of 2012. The 

TF1 group has also taken legal action against the 

website Wizzgo, which was offering an online video 

copying service. The Paris District Court held that 

this service was unlawful on 25 November 2008. 

Wizzgo appealed against this judgment before an 

order was issued on 22 January 2009 for its compulsory 

liquidation. The TF1 group companies filed 

proof of their debt claims with the liquidator in April 

2009. However, the liquidator opted to proceed 

with the appeal. The case was heard by the Paris 

Court of Appeal on 19 October 2011. In a ruling 

handed down on 14 December 2011, the Paris 

Court of Appeal upheld the lower court judgment 

and held that the service in question had indeed 

infringed the television channels' intellectual 

property rights and set the quantum of their debt 

claims in the Wizzgo liquidation (TF1: €1,120,418 

and NT1: €482,566). 

Reality TV show litigation 

A number of lawsuits have been brought against 

TF1's audiovisual production subsidiary, Glem (that 

changed its name to TF1 Production, effective on 

1 January 2009), in relation to the Île de la Tentation 

reality TV show, arguing (i) that contestants' 

"participation contracts" should be reclassified as 

"employment contracts" and (ii) that contestants 

should be granted performing artist status. The 

various actions gave rise to divergent rulings by 

the French courts in 2008. Three Paris Court of 

Appeal rulings (handed down on 11 February 

2008) held that three show contestants had indeed 

been employees of the production company 

(Glem) but denied their claim for performing artist 

status. Yet, on 22 December 2008, the Saint 

Étienne Employment Tribunal ruled that there was 

no employment contract. 

Glem filed an appeal petition to the Cour de 

Cassation (the French Supreme Court) against the 

three appellate judgments. 

In a ruling of 3 June 2009, the Cour de Cassation 

held that there had been contracts of employment 

but rejected the appellate court finding that 

the arrangements for the show had constituted 

undeclared employment because there was no evidence 

that there had been any intention to conceal. 

Other claims have been filed with the Boulogne- 

Billancourt Employment Tribunal regarding other 

seasons of Île de la Tentation and other contestants 

in the show. Proceedings have also been 

brought in relation to other shows, such as Koh 

Lanta, in which TF1 acquired rights from third 

party producers. Some claimants joined TF1 (as 

purchaser of broadcasting rights in the show) in 

the proceedings, alongside the producer, as their 

joint employer. 

The Employment Tribunal issued contrasting rulings 

in the various cases submitted to it: either it 

found against the producer but awarded relatively 

modest damages (a few thousand euros per claimant) 

rejecting the undeclared employment claims 

or the case was referred for a stalemate-breaking 

decision where the members of the Employment 

Tribunal were unable to reach a conclusive decision. 

In any event, no adverse court ruling against 

TF1 SA has yet been made in any of these cases. 

In decisions issued on 15 September 2009, the 

tribunal applied the solution adopted in the Île de 

le Tentation cases to the Koh Lanta show. It also 

ordered one of the claimants – who had been 

declared the winner of the show – to repay the 

prize money to TF1. 

A number of contestants, dissatisfied with the sums 

obtained at first instance, have appealed against 

the judgments in their cases. 

In rulings handed down on 9 November 2010, the 

Versailles Court of Appeal judged only the claims 

of contestants whose actions alleging employee 

status were time-barred. It awarded them damages 

for the losses they claimed to have suffered 

(1) The Work, Employment and Purchasing Power Promotion Act of 21 August 2007 


3 Claims 

Risk factors 


due to the conditions in which the programme was 

recorded. TF1 Production appealed these rulings. 

On 5 April 2011, the Versailles Court of Appeal 

handed down its first decisions concerning contestants 

whose actions alleging employee status 

were not time-barred. After reclassifying their show 

participation contracts as employment contracts, it 

awarded them damages that were slightly higher 

than those awarded to the time-barred contestants. 

However, it persisted in its refusal to grant contestants 

performing artist status and to construe TF1 

as a joint employer with the production company. 

TF1 has consistently been excluded as a party to 

these proceedings. 

Appeal petitions against these two sets of rulings 

have been filed by both the contestants and TF1 

Production. The Cour de Cassation will probably 

make its position known before the end of 2012. 

On 13 December 2011, the Versailles Court of 

Appeal handed down a new set of rulings in relation 

to these disputes. Aside from the decisions regarding 

programmes produced by TF1 Production, 

which are no different to those discussed above, 

the rulings relate particularly to Koh Lanta contestants. 

The Court of Appeal also upheld the 

reclassification of the contestants' participation in 

the show as an employment relationship and the 

damages awarded to contestants as a result of 

this reclassification. It is still, however, ruling out 

any possibility of the contestants being granted 

performing artist status and is still refusing to 

consider TF1 as their joint employer. 

The subsidiary, TF1 Production, does not specialise 

in reality TV shows (although it produced Île de 

la Tentation and Greg le Millionnaire). It is more 

generally known for its studio-based entertainment 

shows, magazines and drama. 

The financial impact of these cases, although not 

zero, is still relatively limited in the light of the most 

recent judgments. The judgments in the cases 

of contestants whose actions alleging employee 

status are not time-barred do not detract from this 

analysis in terms of the financial impacts. Current 

case law trends in this area are already prompting 

broadcasters to review reality TV show terms and 

conditions. This is impacting on the cost of this 

type of programming. 

Competition law litigation 

On 12 January 2009, TF1 received a complaint 

notice from the French Competition Authority 

investigations service relating to practices in the 

pay-TV sector. 

A complaint was upheld against TF1 SA for anticompetitive 

practices regarding the exclusive 

distribution of some of its pay-TV theme channels. 

In a ruling of 16 November 2010, the Competition 

Authority rejected the complaint on the grounds 

that the decision to authorise the "CERES" deal, 

under which TF1 had agreed exclusivity clauses, 

constituted vested rights for the parties. 

However, the Authority referred certain issues back 

to the investigation service: 

> the definition of the relevant fibre optic and 

catch-up TV markets; 

> whether or not the cumulative impact of these 

exclusive arrangements produced a foreclosure 

effect on the pay-TV market against competition. 

Acquisition of 100% of NT1 and the 40% 

of TMC owned by Groupe AB 

On 11 June 2009, the TF1 group and Groupe 

AB signed an agreement whereby TF1 was to 

acquire 100% of NT1 and the 40% of TMC owned 

by Groupe AB. 

This acquisition received clearance from the 

Competition Authority on 26 January 2010, subject 

to undertakings by the TF1 group as to its future 

conduct. 

TF1's undertakings 

In its decision of 26 January 2010, the Competition 

Authority held that the acquisition would strengthen 

TF1's position on the rights and advertising markets. 

To mitigate these anti-competitive risks, TF1 

made a number of important undertakings to the 

Authority. 

These commitments were made at the date the 

decision clearing the transaction was issued and 

were due to be implemented as soon as the decision 

was formally announced. They will remain in 

place for five years and may be re-examined at 

the request of TF1 or at the behest of the Authority 

in the event of a material change in the de jure or 

de facto circumstances prevailing when clearance 

was granted. 

The undertakings with regard to rights and audiences 

are aimed at facilitating the free movement 

of rights to the benefit of competing channels and 

to limit the rebroadcasting of programmes to no 

more than two non-scrambled channels. 

TF1 also undertook not to engage in any crosspromotion 

on the TF1 channel of programmes aired 

on the channels acquired by TF1. 

In the advertising market, the commitments aim 

to maintain the independence of advertising slots 

on TF1 from those on TMC and NT1. In particular, 

TF1 undertook not to engage in any form of 

coupling, not to impose subordinate conditions, 

grant rebates or quid pro quos between its own 

advertising slots and those on TMC and NT1. TF1 

also promised that TMC's and NT1's slots would be 

marketed by a company independent from the one 

responsible for selling airtime on the TF1 channel. 

An independent commissioner, approved by the 

Competition Authority, will ensure that TF1 complies 

fully with all of its undertakings. 

The undertakings are available for consultation (in 

French only) on the Competition Authority website 1 . 

Any failure by TF1 to comply with these undertakings 

may incur penalties under Article L. 430-8 of 

the French Commercial Code. 

Any failure by TF1 to comply with these undertakings 

may incur penalties under Article L. 430-8 of 

the French Commercial Code. 

The CSA examined the acquisition to see whether it 

complied with the Freedom of Communication Act 

of 30 September 1986. It found that the proposal 

complied with rules restricting mergers of Digital 

Terrestrial Television channels and required commitments 

from TF1 to guarantee the pluralism 

and diversity of programming in the interests of 

television viewers: 

> inclusion in the channels' agreements of some 

of the undertakings given to the Competition 

Authority for the same term (no cross-promotion; 

limitation of the rebroadcast of certain programmes 

already shown on TF1 to one of the 

two channels; no bidding for sports broadcasting 

rights for more than two non-scrambled 

channels); 

(1) http://www.autoritedelaconcurrence.fr/pdf/engag/10DCC11engagementsversionpublication.pdf 


commitments in terms of broadcasting regulation 

for the duration of the agreements (with a 

period review clause); these include: 

• extending TF1's production obligations 

(through a group agreement) with a guarantee 

of original programming on TMC and NT1; 

• revising NT1's primetime slot from noon to 

midnight in 2010 to 6 p.m. to 11 p.m. from 

2011; 

• obliging TMC and NT1 to broadcast 365 

and 456 hours respectively of original programmes 

yearly; 

• enhancing NT1's content with innovative 

programmes, cultural broadcasts and live 

shows; 

• allowing for the early release of rights in 

audiovisual works on final broadcast; 

• making NT1's programmes more easily 

accessible to individuals with partial or total 

hearing disabilities 

The undertakings given by the TF1 group to the two 

authorities do not undermine either the financial or 

industry appeal of this deal, which will give TF1 a 

prime position in free-to-air DTT. 

The deal was finally completed on 11 June 2010. 

Métropole Télévision (part of the M6 group) 

appealed to the Conseil d'État (Supreme 

Administrative Court) against the Competition 

Authority and CSA rulings using both the summary 

procedure and on the substantive issues. 

The Conseil d'État dismissed the summary appeal 

on 22 April 2010 and the appeal on the merits on 


These decisions have finally validated the acquisition 

of TMC and NT1 by the TF1 group. The commissioners 

are continuing their assignment. Since 

26 January 2010, TF1 has been implementing the 

training programmes and procedures necessary 

to ensure full compliance with all the undertakings 

given to the Competition Authority. 

The independent commissioners responsible for 

overseeing due compliance are regularly monitoring 

TF1's adherence to its commitments to the 

Competition Authority. 

The commissioners have established various 

procedures to be implemented by the TF1 group 

to facilitate verification of due compliance with 

undertakings. They have conducted a number of 

tests from which it has been possible to confirm that 

all the commitments have been respected. Reports 

on the procedures and tests have been submitted 

to the Competition Authority. 


Competition 

> Bouygues and Bouygues Telecom are pursuing 

their law suit before the Court of Justice of the 

European Union ("ECJ") challenging the State 

aid (of approximately €9 billion) provided when 

France Telecom was recapitalised in 2002. In a 

decision issued in August 2004, the European 

Commission confirmed that State aid incompatible 

with the common market had indeed been 

granted but it decided not to order its repayment. 

The Court of First Instance later annulled 

the Commission's decision in May 2010, holding 

that there was no clear proof of the granting of 

State aid. The European Commission appealed 

the Court of First Instance's ruling to the ECJ. 

Bouygues and Bouygues Telecom also applied 

to the ECJ challenging this ruling. Furthermore 

Germany made voluntary submissions in the 

proceedings in support of France. The written 

procedure is now closed. A hearing for oral submissions 

was held before the ECJ on 12 March 

2012. 

> The European authorities recently found in 

favour of Bouygues and Bouygues Telecom 

in relation to two other instances of State aid 

granted to the France Telecom group after 

the opening up of the electronic communications 

market to competition. The ECJ ordered 

France Telecom to repay the fiscal aid it enjoyed 

between 1994 and 2002 in the form of exceptions 

to the rules on business tax liability (saving 

it around €1 billion). The European Commission 

has also just issued a decision approving the 

financing of the pensions of civil servants working 

for France Telecom, introduced in 2006 when 

the State operator became a private company, 

conditional upon full alignment of the employer's 

contributions paid by the France Telecom group 

on behalf of its staff with civil service status with 

that of its competitors before 31 July 2012 to 

re-establish the competitive balance. 

> Bouygues Telecom also filed a complaint about 

the practices of Orange, which dominates 

the French mobile telephone market, in terms 

of its business offers. This complaint to the 

Competition Authority is still being investigated. 

> Bouygues Telecom also filed a complaint with 

the Competition Council alleging abuse by 

Orange France and SFR of their joint dominant 

position by virtue of their unlimited on-net offers. 

The Competition Council (now the Competition 

Authority) issued a decision on 15 May 2009 and 

referred the case back for more detailed inves- 

tigation of the discriminatory pricing complaint. 

Orange France appealed and then filed an 

appeal petition to the Cour de Cassation challenging 

this decision. The Cour de Cassation 

upheld the Competition Authority, ruling that no 

appeal was available against a decision to refer 

a case back for more detailed investigation. The 

Competition Authority is expected to issue its 

final report in the first six months of 2012. 

> Bouygues Telecom filed a complaint with the 

European Commission against State aid granted 

in connection with the award of the fourth 3G 

licence. The complaint was rejected in May 

2011. 

> On 17 February 2011, following incidents that 

occurred on New Year's Eve disrupting the 

multimedia messaging service (MMS) and 

short message service (SMS), Orange brought 

suit against Bouygues Telecom using the fast 

track procedure before the Paris Commercial 

Court (seeking an immediate hearing), seeking 

a ruling that Bouygues Telecom was liable for 

this disruption and an order for it to pay Orange 

damages. The Paris Commercial Court found in 

favour of Bouygues Telecom on 15 November 

2011 dismissing the claims of Orange in their 

entirety. It ordered Orange to pay Bouygues 

Telecom 1 euro in symbolic damages as relief for 

disparagement and 1 euro in symbolic damages 

for abuse of legal process. 

> At the end of December 2010, Bouygues 

Telecom used the fast track procedure (seeking 

an immediate hearing) to bring suit against Iliad 

for a series of disparaging comments made by 

its CEO, Xavier Niel, between May 2009 and 

December 2010. In his most recent comments, 

Mr Niel had described Bouygues Telecom as 

a "parasite". Such disparaging comments are 

(1) http://www.autoritedelaconcurrence.fr/pdf/engag/10DCC11engagementsversionpublication.pdf. 


3 Claims 

Risk factors 


regarded as unfair competition. Free and Free 

Mobile responded by bringing suit against 

Bouygues SA and Bouygues Telecom in the 

same court for alleged historic disparaging comments. 

In a judgment of 17 June 2011, the Paris 

Commercial Court threw out both companies 

holding that disparaging comments had been 

made on both sides. 

> SFR is suing Bouygues Telecom in relation to its 

"Bbox Fibre" offer before the Paris Commercial 

Court alleging that this offer competes unfairly 

with SFR's FTTH (Fibre To The Home) offer. In 

its claims, it is attempting to prohibit use of the 

terms "fibre", "very high speed" and "up to 100 

MB" which are key elements in the marketing 

of this offer based on Numericable's FTTLA 

(Fibre To The Last Amplifier) network. Bouygues 

Telecom is contesting these claims, citing a 

previous ruling of the Paris Commercial Court 

in support of its position. This judgment denied 

similar claims by France Telecom against 

Numericable. The preparation of this case for 

trial is continuing. 

Regulatory matters 

> The European Commission commenced 

infringement proceedings against France in 

relation to its new tax on the sales revenues of 

electronic communications operators intended 

to contribute towards the funding of public service 

broadcasting. France has been requested to 

abolish this tax but the government has refused. 

Bouygues Telecom has also challenged this tax 

in the domestic courts. The claims are currently 

being examined. 

> Legal challenges were also filed in December 

2011 with the tax authorities to contest the legality 

of various taxes and duties. 

> As an internet service provider (ISP), Bouygues 

Telecom is the target of numerous legal actions 

to block access to contentious websites. 

Operators have appealed against a Paris 

District Court injunction issued on 6 August 

2010 ordering various ISPs to impede access 

to contentious sites on the grounds that action 

should be taken against companies hosting 

such websites before action is taken against 

ISPs. The ISPs withdrew their appeal before the 

ruling was handed down. These proceedings 

have been brought in an attempt to establish the 

limits of ISPs' duties under the Trust in the Digital 

Economy Act (LCEN). The Court of Justice of 

the European Union has just held website filtering 

illegal on the grounds that it constitutes an 

infringement of the right to freedom of expression, 

a violation of the private lives of Internet 

users and a breach of the fundamental rights 

of European citizens. 

> Bouygues Telecom has commenced dispute 

settlement proceedings before Arcep in an 

attempt to obtain fair rights of access to the 

vertical fibre optic network being rolled out by 

France Telecom in areas of dense population. 

In its decision of 16 November 2010, Arcep 

accepted some of Bouygues Telecom's claims. 

Consequently, the terms of the rollout require 

amendment to suit Bouygues Telecom as a new 

market entrant and a significant portion of the 

cost has to be spread more equitably between 

operators. France Telecom appealed to the 

Paris Court of Appeal to have these findings 

overturned. The Paris Court of Appeal upheld 

Arcep's decision. 

Consumer protection – Customers 

> After judgment was handed down in the "mobile 

phone operator cartel" case, over 3,500 compensation 

claims were filed against Bouygues 

Telecom by customers and the UFC-Que Choisir 

consumer protection association. In December 

2007, the court accepted Bouygues Telecom's 

arguments and held that such claims were 

invalid. UFC-Que Choisir appealed. This appeal 

was dismissed by the Paris Court of Appeal 

on 22 January 2010. UFC-Que Choisir filed 

an appeal petition to the Cour de Cassation. 

In a judgment of 26 May 2011, the Cour de 

Cassation dismissed the damages claims filed 

by UFC-Que Choisir and the 3,500 consumers. 

> The financial and IT crimes unit of the Marseille 

Police, acting under powers delegated to 

officers by the investigating magistrate, notified 

Bouygues Telecom that an investigation 

has been launched into alleged hacking into 

automated data processing systems in an 

attempt to bypass SIM card locking codes. 

This investigation follows a claim filed by SFR 

and has uncovered a large-scale scam that is 

also targeted at Bouygues Telecom and Orange 

France. Bouygues Telecom has joined itself as a 

civil party in the criminal proceedings to obtain 

access to the case file so that it can assess the 

extent of its financial loss. The investigation is 

in progress. 

> Bouygues Telecom is being sued in the Paris 

District Court by the UFC-Que Choisir consumer 

protection association alleging that it is an unfair 

contract term to impose time limits on the validity 

of prepaid call cards. Similar cases are pending 

against Orange France and SFR. Judgment is 

likely to be handed down in the second quarter 

of 2012. 

Distribution 

Bouygues Telecom and its subsidiaries may be 

held liable on various grounds in connection with 

their distribution businesses and may be required 

to pay penalties under various contracts. 

Contracts 

> Following the commencement of insolvency 

proceedings against Nortel, an equipment 

manufacturer, in January 2009, an agreement 

was signed on 25 November 2009 with a view 

to selling the entire worldwide assets of Nortel's 

GSM and GSM-R businesses. Bouygues 

Telecom filed proof of its debt claims and 

laid claim to product stocks in which title was 

still vested in Bouygues Telecom. Bouygues 

Telecom is also facing direct payment claims 

(amounting to about €750,000) from Nortel 

subcontractors whose invoices have not been 

paid by Nortel. The proceedings are ongoing 

and another case management hearing is due 

to be held on 13 February 2012. 

> Bouygues Telecom received a claim concerning 

a GHT white chrome KP handset whose 

battery allegedly exploded while it was being 

recharged. As a precaution, Bouygues Telecom 

recalled all the potentially defective handsets. 

Bouygues Telecom also applied to the Paris 

Commercial Court in connection with this case 

for it to appoint an expert. The expert confirmed 

the precautionary measures taken by Bouygues 

Telecom. 


Mobile phone base stations 

> The challenge to the jurisdiction of the ordinary 

(rather than administrative) courts to decide 

disputes regarding antenna is continuing 

before both first instance and appellate courts. 

This issue has been referred to the Cour de 

Cassation, which has decided to submit the 

question on whether the ordinary courts have 

jurisdiction to order the dismantling of base 

stations to the Jurisdiction Court (Tribunal des 

Conflits). A ruling should be made in the first 

quarter of 2012. 

In the absence of clarification by the Cour de 

Cassation, the civil court decisions are still 

contradictory. 

A noteworthy case is pending before the Cour 

de Cassation. A pensioner applied in summary 

proceedings for the base station erected only 

a few metres from his retirement home to be 

dismantled. His application was rejected by 

the summary hearings judge, and this ruling 

upheld on appeal, due to a lack of evidence of 

there being any imminent danger. An appeal 

petition has been filed and process served on 

Bouygues Telecom on the substantive issues. 

The proceedings should draw to a conclusion 

in the first half of 2012. 

> Two Bouygues Telecom cases concerning prohibition 

orders issued by a mayor, based on the 

precautionary principle, were examined before 

the Conseil d'Etat (Supreme Administrative 

Court). In its judgments of 26 October 2011, the 

Conseil d'Etat ruled that mayors were no longer 

entitled to prevent the erection of base stations 

on health grounds nor to rely on the precautionary 

principle to prohibit them and that only the 

State authorities designated by law (Minister, 

ANFR and Arcep) had jurisdiction in this field. 

Patents 

A US corporation has brought suit against 

Bouygues Telecom and all telecoms operators 

worldwide alleging infringement of a patent covering 

an application used for international SMS messaging. 

The US court rejected the claim on grounds 

of lack of geographical jurisdiction. However, US 

mobile operators have been ordered to disclose 

relevant documents (discovery). At the end of this 

procedure, the claimant decided to appeal. 

Bouygues SA 

Bouygues SA is in dispute with the French tax 

authorities following the capital increase reserved 

for employees under the Bouygues Partage 

employee share ownership plan. The dispute 

relates to the tax deductibility of the difference 

between the value of the shares at the date of the 

increase in capital and the subscription price of 

the shares. 

On 18 January 2012, the Paris District Court heard 

the libel suit brought by Bouygues, Bouygues 

Construction and Bouygues Bâtiment Ile-de-France 

against Le Canard enchaîné, its publisher and the 

two journalists responsible for the articles about the 

award of the contract for the new French Ministry 

of Defence headquarters in Paris. The Bouygues 

group was claiming a total amount of €9 million in 

damages for accusations that it considers false 

and seriously defamatory. On 14 March 2012, the 

District Court dismissed the Bouygues group's 

case, finding that the journalists may have erred 

in good faith. However, it did recognise that most 

of the passages contained in the article published 

by Le Canard enchaîné were libellous. It also found 

that Le Canard enchaîné had failed to provide any 

evidence that a judicial investigation into Bouygues 

was in progress. 

INSURANCE – 

RISK COVERAGE 

An Insurance department manages insurance 

policy for each of the Group's core businesses 

individually and with considerable autonomy. 

There is also a central risks and insurance division 

that heads up and coordinates the Group's 

insurance activity. 

Allowing each Insurance department to contract 

insurance for its businesses means that greater 

consideration can be given to the great diversity of 

risks and how they may vary from one business to 

another. Some insurance programmes, less sensitive 

to the special needs of individual businesses, 

are centralised with the aim of achieving greater 

cost-effectiveness. 

The Group and its subsidiaries operate a prevent 

and protect policy, including the development of 

new measures to reduce the probability of occurrence 

and the financial effects of accidents and 

claims. This policy also improves the Group's 

position when negotiating premiums and terms 

with its insurers. 

The proportion of mandatory insurance policies 

(e.g. vehicle civil liability cover and, for buildings 

in France, ten-year building guarantees, builder's 

liability insurance, etc.) reflects the importance of 

construction activity within the Group. Up to 75 % 

of the insurance budget of the relevant business 

can be spent on these contracts. 

Aside from the insurance obligations imposed 

on it by law, it is the Group's aim to transfer the 

most significant risks to the insurance market 

through establishing stable relationships with top 

insurance companies and striving constantly to 

ANFR: National Frequencies Agency – Arcep: French telecommunications and postal service regulator 

BOUYGUES • 2011 Registration Document • RISK FACTORS • Insurance – Risk coverage • 154

3 Insurance 

Risk factors 

Risk coverage 

secure the best available insurance in terms of 

both cover or cost. 

Insurers are selected using criteria such as their 

financial stability, technical competence and 

management expertise. The main programmes 

are placed using specialist insurance brokers with 

leading insurers such as Allianz, Axa, Generali, 

SMABTP, Zurich, etc. 

The required level of cover is defined according 

to worst-case scenarios subject to the restrictions 

imposed by insurance market capacity and the 

cost of cover. 

Deductibles on these policies are set so as to 

optimise the overall cost to the Group, based on 

the likelihood of claims and the premium reductions 

that can be obtained from insurers by increasing 

the deductible. On this basis, some risks are 

insured with no deductible, while others are subject 

to a higher deductible, of up to €1.5 million in 

some cases. 

Total premiums paid by the Group to general insurance 

companies for fire, accident and sundry risk 

cover is between 0.15% and 1.2% of gross sales 

depending on the business concerned. 

The Bouygues group owns a reinsurance company 

called Challenger Re. In certain circumstances, it 

may play a role regarding the risks to which the 

Group is exposed. The company is governed 

by Luxembourg law and is supervised by the 

Luxembourg insurance regulator. 

Core insurance programmes 

To prevent certain information being used to the 

detriment of the Group and its shareholders, especially 

in legal disputes, the amount of premiums 

and terms of cover are kept strictly confidential, 

especially in the case of liability insurance. 

> Property insurance: damage insurance cover 

is generally set according to capital value or, 

where this is impossible, subject to a ceiling 

set according to the worst-case scenario and 

subject to market limits. 

When damage to insured assets is liable to lead 

to an interruption in business, insurance is taken 

out to cover the financial consequences, such 

as operating losses and/or additional cost. The 

amount of cover reflects the expected downtime 

at the damaged site based on the worst-case 

scenario applied and the recovery plans in 

place. 

> Contractor's insurance: cover is generally 

equal to market value. Exceptionally, cover for 

some geographically dispersed projects may be 

limited to the cost of repairing damage incurred 

in a worst-case scenario. The scenario used 

depends on the type of project (e.g. motorway, 

viaduct or tunnel) and its geographical location 

so as to build in the risk of damage arising from 

natural disasters such as earthquakes and hurricanes. 

In some cases, the amount of cover 

may be limited by the total capacity available in 

the world insurance market, for example in the 

case of earthquake damage or acts of terrorism 

abroad. 

> Liability insurance: these policies provide 

cover against loss or injury to third parties for 

which Group companies may be liable. Because 

Group companies vary greatly in size and in the 

nature of their activities, cover is tailored to the 

risks incurred. 

The Group is of the view that current policies are 

suitably matched to its risk exposure profile considering 

the possibilities available on insurance 

markets in terms of capacity, cover and terms. 

The insurance policies detailed are subject to 

market constraints. They contain exclusions and/or 

limitations. They are subject to change according 

to market conditions and variations in Group risks. 


Legal and financial 

information 

BOUYGUES • 2011 Registration Document • LEGAL AND FINANCIAL INFORMATION • 156

4 


information 

Contents 

Information on directors and non-voting directors 158 

Information on auditors 167 

Statutory auditors 167 

Alternate auditors 167 

Fees paid by the Group to the auditors and the members of their networks 167 

Chairman's report on corporate governance 

and internal control 168 

Corporate Governance Code 168 

Rules of Procedure of the Board of Directors 168 

Membership of the Board of Directors 168 

Assessing director independence 171 

Gender balance of the Board 171 

Role of the Board of Directors 172 

Governance structure 172 

Restrictions on the powers of the Chief Executive Officer 172 

Preparation and organisation of the Board's work 172 

Directors' Code of Conduct 173 

Board committees 177 

Work of the Board and its committees in 2011 180 

Assessment of the Board of Directors 182 

Principles and rules applicable to the remuneration of corporate officers 183 

Shareholder participation in Annual General Meetings 183 

Factors likely to have an impact on any public tender offer price 183 

Internal control and risk management procedures 183 

Remuneration of corporate officers 

and stock options granted 190 

Remuneration 190 

2011 Report on stock options and performance shares 194 

Other information on the executive directors 198 

Share ownership 199 

Changes in share ownership over the last three years 199 

Voting rights 200 

Control 200 

Shareholder agreements 200 

Stock market information 201 

Stock market performance in 2011 201 

Trends in share price and trading volumes 201 

Stock market rules and prevention of insider misconduct 202 

Share capital 204 

General information 204 

Financial authorisations submitted to 

the Combined Annual General Meeting of 26 April 2012 206 

Employee share ownership 206 

Potential creation of new shares 206 

Share buybacks 207 

Results of Bouygues SA 209 

Dividend 209 

Five-year financial summary: Bouygues SA (parent company) 209 

Legal information 210 

General information 210 

By-laws 210 

Shareholder agreements entered into by Bouygues 211 

Factors likely to have an impact on any public tender offer price 211 

Breakdown of amounts owed to suppliers 212 

Publicly available documents 212 

Trust. Training, advancement, the integration of people from different backgrounds and promotion 

on merit are a source of strength, creativity and trust that benefits the Group as a whole. 

A camera journalist in the corridors of TF1. 


Information on directors and non-voting directors 

(at 31 December 2011) 

CHAIRMAN AND CEO 

DEPUTY CEO 


32 avenue Hoche, 75008 Paris, France 

Date of birth: 03/05/1952 – French 

Date of first appointment: 21/01/1982 

Expiry date of current term of office: 2012 

Number of shares in the company: 374,040 (65,718,293 via SCDM) 

olivier Bouygues 




Expiry date of current term of office: 2013 (2012 Deputy CEO) 

Number of shares in the company: 281,687 (65,718,293 via SCDM) 

Standing representative of SCDM and director 

Expertise/experience 

Martin Bouygues joined the Bouygues group in 1974 as a works supervisor. In 1978, he established Maison 

Bouygues, specialising in the sale of catalogue homes. In 1987, Martin Bouygues was appointed Vice-Chairman 

of Bouygues’ Board of Directors, on which he has served since 1982. On 5 September 1989, Martin Bouygues 

took over from Francis Bouygues as Chairman and CEO of Bouygues. At Martin Bouygues’ instigation, the Group 

pursued its development in construction as well as in media (TF1) and launched Bouygues Telecom in 1996. In 

2006, Bouygues acquired a stake in Alstom and is thus in a position to expand into new high-growth business 

lines in transport and power. 

Principal positions outside Bouygues SA 

Chairman of SCDM 

Other positions and functions in the Group 

In France: Director of TF1*; member of the Board of Directors of the Francis Bouygues Foundation 

Other positions and functions outside the Group 

In France: Member of the supervisory board of Paris-Orléans*; standing representative of SCDM and Chairman 

of Actiby, SCDM Participations and SCDM Invest-3 

Former positions and functions during the last five years 

(outside the Bouygues group) 

2010 – Standing representative of SCDM, Chairman of SCDM Invest-1 (June 2008 to April 2010); Director of Sodeci* 

in Ivory Coast (June 2002 to March 2010) and CIE* in Ivory Coast (June 2001 to March 2010) 

2009 – Standing representative of SCDM, Chairman of Investaq Énergie (June 2008 to July 2009) 

2007 – Director of HSBC France (July 2002 to October 2007) 

(*) Listed company 


Olivier Bouygues is a graduate of École Nationale Supérieure du Pétrole (ENSPM) and joined the Bouygues group 

in 1974. He began his career in the Group civil works branch. From 1983 to 1988 at Bouygues Offshore, he held 

the posts of director of Boscam, a Cameroon subsidiary, then director of the France Works and Special Projects 

division. From 1988 to 1992, he was Chairman and CEO of Maison Bouygues. In 1992, he became Group Executive 

Vice President of Utilities Management, which grouped the international and French activities of Saur. In 2002, 

Olivier Bouygues was appointed Deputy CEO of Bouygues. 


CEO of SCDM 


In France: Director of TF1*, Colas*, Bouygues Telecom, Bouygues Construction and Eurosport 


In France: Director of Alstom* and Finagestion; Chairman of SCDM Énergie, Sagri-E and Sagri-F; non-partner 

manager of Sir and Sib 

Outside France: Chairman & CEO and Director of Seci (Ivory Coast); Director of Sodeci* (Ivory Coast), CIE* 

(Ivory Coast) and Sénégalaise des Eaux (Senegal) 



2011 – Standing representative of SCDM, Chairman of SCDM Énergie (September 2005 to September 2011) 

2010 – Standing representative of SDCM, Chairman of SCDM Investur (July 2007 to September 2010) and SCDM 

Investcan (January 2008 to September 2010); member of the board of Cefina (February 2005 to June 2010) 


BOUYGUES • 2011 Registration Document • LEGAL AND FINANCIAL INFORMATION • Directors and non-voting directors • 158

4 


information 

Directors and non-voting directors 

DIRECTORS 

Pierre BarBeris 

7 Pili Street, South Forbes Park 

Makati 1200 Metro Manila, Philippines 




Number of shares in the company: 500 

Chairman of the Remuneration Committee 

Patricia BarBizet 

12 rue François 1 er , 75008 Paris, France 


Date of first appointment: 22/12/1998 (as standing representative of Artémis) 

Date of second appointment: 13/12/2005 (in her personal capacity) 



Member of the Accounts Committee and the Remuneration Committee 


Pierre Barberis is a graduate of École Polytechnique and the Institute of French Actuaries. He began his career at 

Caisse des Dépôts et Consignations and joined Crédit Lyonnais in 1966, where he became director of information 

technology and organisation in 1974. From 1979, he held senior management positions successively at Trigano 

SA, Crédit du Nord and Axa group. He was CEO and Deputy Chairman and CEO of Axa from 1987 to 1991. He 

then became Chairman of VEV and ran several software companies. From May 2002 to November 2006, Pierre 

Barberis was Deputy CEO of Oberthur Card Systems. 


In France: Director of François Charles Oberthur Fiduciaire; manager of Amrom 

Outside France: Director of Wyde Corporation (United States); Head of Wyde RHQ for Asia-Pacific (Philippines) 



2011 – Director of Oberthur Technologies (May 2009 to November 2011); Chairman of the Board of Wyde Corp 

(United States) (2002 to August 2011) 

2008 – Advisor to the Chairman of Oberthur Technologies (until 2008); Chairman and director of Wilson Gestion 

(until 2008) 


Patricia Barbizet graduated from École Supérieure de Commerce de Paris (ESCP) in 1976. She began her career 

with the Renault group as treasurer at Renault Véhicules Industriels, then finance director at Renault Crédit 

International before joining the Pinault group in 1989 as finance director. She was appointed CEO of Artémis in 

1992 and became CEO of Financière Pinault in 2004. She was Chairman of the supervisory board of the PPR 

group until May 2005 when she was appointed Vice-Chairman of the Board of Directors of PPR. Patricia Barbizet 

is also director of Total, TF1, Air France-KLM and Fonds Stratégique d’Investissement. 


CEO and Director of Artémis 

Vice-Chairman of the Board of Directors of PPR* 


In France: Director of TF1* 


In France: CEO (non-proxy) and member of the supervisory board of Financière Pinault; Deputy CEO and director 

of Société Nouvelle du Théâtre de Marigny; director of Fonds Stratégique d’Investissement, Total* and Air France- 

KLM*; member of the supervisory board Yves Saint-Laurent; member of the management board of SC du Vignoble 

de Château Latour; standing representative of Artémis on the boards of Agefi and Sebdo Le Point 

Outside France: amministratore delegato of Palazzo Grassi (Italy); Chairman of the Board of Directors and Board 

member of Christies International Plc* (United Kingdom); member of the supervisory board of Gucci Group NV* 

(Netherlands); non-executive director of Tawa PLC* (United Kingdom) 



2011 – Director of Fnac (October 1994 to May 2011) 

2009 – Director of Piasa (April 2007 to January 2009) 

2008 – Chairman of the Board of Directors of Piasa (April 2007 to May 2008) 

2007 – Chairman and CEO of Piasa (December 2001 to April 2007) 




3 boulevard Gallieni, 92130 Issy-les-Moulineaux, France 




Number of shares in the company: 65,882 

georges chodron de courcel 

3 rue d’Antin, 75002 Paris, France 





Member of the Accounts Committee 


François Bertière graduated from École Polytechnique and École Nationale des Ponts et Chaussées, and is a 

qualified architect (DPLG). He began his career in 1974 in the Infrastructure Ministry. In 1977, he was appointed 

technical advisor to the office of the French Education Ministry, then deputy director in charge of planning at the 

Regional Infrastructure Department of Upper Corsica in 1978. In 1981, he became director of urban development 

at the Public Development Agency (EPA) of Cergy-Pontoise. He joined the Bouygues group in 1985 as Deputy 

CEO of Française de Constructions. In 1988, he was appointed Chairman and CEO of France Construction, Vice- 

Chairman and CEO of Bouygues Immobilier in 1997, then Chairman and CEO of Bouygues Immobilier in 2001. 

François Bertière has been a director of Bouygues Immobilier since 1991. 


Chairman and CEO of Bouygues Immobilier 


In France: Director of Colas*; Chairman and director of the Bouygues Immobilier Corporate Foundation; member 

of the Board of Directors of the Francis Bouygues Foundation 


Mrs Francis Bouygues 

50 rue Fabert, 75007 Paris, France 




Number of shares in the company: 110 (5,290,034 via FMB) 


Georges Chodron de Courcel is a graduate of École Centrale de Paris and holds a degree in economics. He joined 

Banque Nationale de Paris (BNP) in 1972, where he became head of financial research in the finance department in 

1978, then executive secretary of Banexi in 1982. He then became director of securities management and director 

of financial and industrial investment. In 1989, he was appointed Chairman of Banexi, then central director of BNP 

in 1990. In 1995, he became executive vice-president then COO of BNP from 1996 to 1999. After the merger 

with Paribas in August 1999, Georges Chodron de Courcel was head of the corporate and investment banking 

arm of BNP Paribas from 1999 to 2003. He has been Chief Operating Officer of BNP Paribas since June 2003. 


Chief Operating Officer of BNP Paribas* 


In France: Chairman of Compagnie d’Investissement de Paris and Financière BNP Paribas; director of Alstom*, 

Nexans*, Société Foncière, Financière et de Participations* and Verner Investissements; member of the supervisory 

board of Lagardère SCA*; non-voting director of Exane and Scor* 

Outside France: Chairman of BNP Paribas SA (Switzerland); Vice-Chairman of Fortis Bank SA/NV* (Belgium), 

director of CNP — Compagnie Nationale à Portefeuille (Belgium), Erbé SA (Belgium), Groupe Bruxelles Lambert 

SA (Belgium), Scor Holding (Switzerland) AG* (Switzerland), Scor Global Life Rückversicherung Schweiz AG 

(Switzerland) and Scor Switzerland AG (Switzerland) 



2011 – Non-voting director of Safran* (March 2005 to April 2011) 

2009 – Director of BNP Paribas Zao (Russia) (January 2006 to July 2009) 

2008 – Director of Banca Nazionale del Lavoro (Italy) (April 2006 to September 2008) 

2007 – Chairman of BNP Paribas UK Holdings Ltd (United Kingdom) (May 2005 to September 2007) 



4 


information 


lucien douroux 

20 rue de la Baume, 75008 Paris, France 





yves gaBriel 

1 avenue Eugène Freyssinet, 78280 Guyancourt, France 





Chairman of the Ethics and Sponsorship Committee 


Lucien Douroux graduated from the Conservatoire National des Arts et Métiers (CNAM). He was appointed CEO of 

Caisse Régionale du Crédit Agricole de Paris et d’Île-de-France in 1976. He was CEO of Caisse Nationale du Crédit 

Agricole from 1993 to 1999 and Chairman of the supervisory board of Crédit Agricole Indosuez from 1999 to 2001. 


Director of Banque de Gestion Privée Indosuez 


Yves Gabriel is a civil engineering graduate of École Nationale des Ponts et Chaussées, and joined the Bouygues 

group in 1976. His career began at Screg Île-de-France as works engineer; he then became sector head and 

manager of a regional branch office. In 1985, he established Screg Bâtiment where he was CEO until 1992. From 

1989 to 1992, he also served as COO of Bouygues’ industrial construction division and was Chairman of Ballestrero. 

From 1992 to 1996, he was CEO of the Screg group (French road construction group). In November 1996, he joined 

the Saur group as executive vice president responsible for activities in France and the merger with the Cise group, 

acquired from Saint-Gobain. In June 2000, he was appointed CEO of the Saur group. In September 2002, he was 

appointed Chairman and CEO of Bouygues Construction, and director of Bouygues. 


Chairman and CEO of Bouygues Construction 


In France: Director of ETDE; standing representative of Bouygues Construction on the boards of Bouygues 

Bâtiment International, Bouygues Bâtiment Ile-de-France and Bouygues Travaux Publics; Chairman and director 

of Fondation Terre Plurielle, Bouygues Construction’s Corporate Foundation 


In France: Director of Institut de la Gestion Déléguée (IGD) 


Patrick kron 

3 avenue Malraux, 92300 Levallois-Perret, France 





hervé le Bouc 

7 place René Clair, 92653 Boulogne-Billancourt cedex, France 






Patrick Kron is a graduate of École Polytechnique and an engineer of the Corps des Mines de Paris. He began his 

career at the French Industry Ministry in 1979 as an engineer in the Loire Valley regional department for industry, 

research and the environment (DRIRE), then in the Ministry’s general directorate. In 1984, he joined the Pechiney 

group, where he held senior operational responsibilities in one of the group’s factories in Greece before becoming 

manager of Pechiney’s Greek subsidiary in 1988. Between 1988 and 1993, Patrick Kron held various operational 

and financial positions at Pechiney, notably President of the Electrometallurgy Division. In 1993, he became member 

of the executive committee of the Pechiney group and was Chairman and CEO of Carbone Lorraine from 1993 

to 1997. From 1995 to 1997, he ran Pechiney’s Food and Health Care Packaging Sector and held the position of 

COO of the American National Can Company in Chicago (United States). From 1998 to 2002, Patrick Kron was 

Chairman of the executive board of Imerys before joining Alstom where he has been CEO since 1 January 2003, 

and Chairman and CEO since 11 March 2003. He has also been a Director since 24 July 2001. 


Chairman and CEO of Alstom* 


In France: Chairman of Alstom Resources Management; director of Afep and "Les Arts Florissants" vocal group 

Outside France: Director of Alstom UK Holdings Ltd (United Kingdom) 



2007 – Director of Alstom Ltd (United Kingdom) (April 2004 to March 2007) 



Hervé Le Bouc holds a degree in engineering from École Spéciale des Travaux Publics (ESTP). He joined the 

Bouygues group in 1977 and began his career at Screg Île-de-France (now a Colas subsidiary) as a site engineer, 

subsequently working as an area supervisor and then a regional manager until 1989. In 1985, he was appointed 

Director reporting to the Chairman and Chief Executive Officer. In 1989, he was named director in charge of 

commercial development of Bouygues Offshore for Europe, French overseas departments and territories (Dom- 

Tom) and Australia, and subsequently South East Asia and Mexico. He became COO of Bouygues Offshore in 

1994, then CEO in 1996 and Chairman and CEO in 1999. From November 2001 to September 2002, he served 

concurrently as COO of Bouygues Construction, Chairman of the Board of Bouygues Offshore and Chairman of the 

Board of ETDE. From September 2002 to February 2005, Hervé Le Bouc was CEO of Saur, then Chairman and CEO 

from February 2005 to April 2007. In February 2007, Hervé Le Bouc became a director of Colas and was named 

Deputy CEO in August of the same year. On 30 October 2007, he was appointed Chairman and CEO of Colas. 


Chairman and CEO of Colas* 


In France: Chairman & CEO and director of Colasie; director of Bouygues Immobilier; standing representative of 

Colas* on the boards of Société Parisienne d’Études d’Informatique et de Gestion, Colas Midi Méditerranée, Screg 

Est and Échangeur International; standing representative of Spare on the board of Sacer Atlantique; standing 

representative of IPF on the boards of Spac and Aximum; Chairman of the Colas Foundation 

Outside France: Member of the supervisory board of La Route Marocaine (Morocco) and La Société Maghrébienne 

d’Entreprises et de Travaux (Morocco); director of Hindustan Colas Limited (India), ColasCanada (Canada), Tipco 

Asphalt (Tasco) (Thailand), Isco Industry (Korean Republic) and Colas Inc (United States); standing representative 

of Colas* on the supervisory boards of Colas Émulsions (Morocco) and Grands Travaux Routiers (Morocco) 


In France: standing representative of Colas* on the board of Cofiroute 



2007 – Chairman of Novasaur (April 2005 to April 2007), Finasaur (April 2005 to April 2007) and Investisaur 

(March 2005 to April 2007); director of Aguas de Valencia (Spain) (July 2003 to July 2007) 



4 


information 


helMan le Pas de sécheval 

22 rue Beaujon, 75008 Paris, France 





Helman le Pas de sécHeval (continued) 

2007 – Standing representative of Gan Assurances Vie on the board of Locindus* (October 2001 to March 2007); 

director of Scor (November 2004 to August 2007) and Scor Vie (November 2004 to August 2007) 


(**) Groupama Assicurazioni was absorbed by Nuova Tirrena on 1 November 2009, which took on the Groupama Assicurazioni 

company name. 

Chairman of the Accounts Committee 


Helman le Pas de Sécheval is a graduate of École Normale Supérieure with a PhD in Physical Sciences and an 

engineering degree from École des Mines. He began his career in 1991 as a project manager in the financial 

engineering department of Banexi. From 1993 to 1997, he was deputy inspector-general of the underground 

quarries of Paris. In July 1997, he was appointed deputy to the head of the Department of Financial Operations and 

Information of the COB (former name of the French securities regulator), becoming head of this department in 1998. 

From November 2001 to December 2009, Helman le Pas de Sécheval was group Chief Financial Officer of 

Groupama, with responsibility for the group’s financing, investing, reinsurance and accounting divisions and 

oversight of the group’s financial subsidiaries: Groupama Banque, Banque Finama (which merged with Groupama 

Banque on 1 October 2009), Groupama Asset Management, Groupama Immobilier, Groupama Private Equity 

and GIE Groupama Systèmes d’Information. From January 2010 to December 2011, he was Managing Director 

of Groupama Centre-Atlantique. 


In France: Vice-Chairman and director of Groupama Banque; director of Gan Assurances, Groupama Holding 

and Groupama Holding 2 



2011 – Standing representative of Groupama Centre-Atlantique on the board of GIE Groupama Systèmes 

d’Information (January 2010 to June 2011); Managing Director of Centaure Centre-Atlantique (January 2010 to 

December 2011); director of Silic* (November 2001 to December 2011); standing representative of Groupama 

Centre-Atlantique on the board of GIE Groupama Supports & Services (July to December 2011); standing 

representative of Groupama SA and co-manager of SCI d’Agassac (January 2004 to December 2011); standing 

representative of Groupama Centre-Atlantique and co-manager of SCA d’Agassac (January 2004 to December 

2011); director of Groupama Assicurazioni S.p.A., former Nuova Tirrena (Italy) (October 2009 to December 2011) 

2010 – Standing representative of Groupama SA on the board of GIE Groupama Systèmes d’Information (October 

2007 to January 2010); non-voting director of Gimar Finance & Compagnie (December 2004 to January 2010) 

2009 – Chairman of Groupama Asset Management (May 2005 to December 2009), Groupama Private Equity 

(May 2005 to November 2009), Groupama Immobilier (May 2005 to December 2009) and Compagnie Foncière 

Parisienne (October 2003 to December 2009); standing representative of Groupama SA on the supervisory board 

of Lagardère SCA* (September 2002 to December 2009); director of Groupama Vita S.p.A. (Italy) (March 2002 to 

November 2009) and Groupama Assicurazioni S.p.A.** (Italy) (March 2002 to November 2009) 

2008 – Director of Groupama International (September 2006 to December 2008) 

Tour Europlaza, 20 avenue André Prothin, 

92927 Paris La Défense cedex, France 






Colette Lewiner is a graduate of École Normale Supérieure and holds the prestigious rank of "agrégée" teacher 

in physics, as well as a PhD in science. She spent a large part of her career with EDF, where she was the first 

woman to be appointed Senior Vice President within the group, with responsibility for development and marketing 

strategy. She went on to lead Cogema’s engineering subsidiary SGN. In 1998, she joined Capgemini, where she 

now heads the Global Energy, Utilities and Chemicals sector. In September 2010, in addition to her functions at 

Capgemini, Colette Lewiner was appointed non-executive chairwoman of TDF. She is an Officer of the Legion of 

Honour and a Commander of the National Order of Merit. 


Vice-Chairwoman, Global Leader Energy, Utilities and Chemicals sector, Capgemini* 


In France: Director of Colas* 


In France: Chairwoman and member of the Board of Directors of TDF; director of Nexans*, Eurotunnel* and Lafarge* 

Outside France: Director of TGS Nopec Geophysical Company 



2011 – Director of La Poste (December 2005 to April 2011) 

2008 – Director of Ocean Rig (January 2008 to June 2008) 


colette lewiner 


sandra noMBret 

1 avenue Eugène Freyssinet, 78280 Guyancourt, France 




nonce Paolini 

1 quai du Point du Jour, 92656 Boulogne-Billancourt cedex, France 







Sandra Nombret has a DESS postgraduate diploma in foreign trade law. After joining the Bouygues group in 1997, 

she is currently a department head with Bouygues Bâtiment International, where she is Senior Legal Officer for the 

Near and Middle East, Africa, Central Asia, Canada and Cyprus. 


Department Head and Senior Legal officer, Bouygues Bâtiment International 


Nonce Paolini holds a Master of Arts degree and graduated from Institut d’Études Politiques de Paris (IEP) in 

1972. He started his career at the French power and gas utility EDF-GDF, where he worked first in operational 

positions (customer service/sales and marketing), and then in senior management (organisation, training, human 

resources, corporate communications). He joined the Bouygues group in 1988 as human resources development 

director, then became the Group corporate communications director in 1990. He joined TF1 in 1993 as human 

resources director and became Deputy CEO of the TF1 group in 1999. In January 2002, he was appointed Senior 

Vice-President of Bouygues Telecom to head up sales and marketing, customer relations and human resources. 

Nonce Paolini became Deputy CEO in April 2004 and a director in April 2005. 

Nonce Paolini has been CEO of TF1 since 22 May 2007, and Chairman and CEO since 31 July 2008. 


Chairman and CEO of TF1* 


In France: Chairman of TF1 Management, NT1, Holding Omega Participations (H.O.P.) and Programmes Européens 

Francophones Audiovisuels Spéciaux 4 (PREFAS 4); Chairman and director of Monte Carlo Participation (MCP) 

and of the TF1 Corporate Foundation; director of Bouygues Telecom; standing representative of TF1 Management 

and manager of La Chaîne Info and TF1 D.S.; standing representative of TF1* on the boards of Extension TV, TF1 

– Acquisitions de Droits and TF6 Gestion; standing representative of TF1* and member of the Board of Directors 

of Groupe AB 

Outside France: Vice-Chairman and director of Tele Monte Carlo (TMC) (Monaco) 



2009 – Standing representative of TF1* on the board of Médiamétrie (July 2007 to November 2009); standing 

representative of TF1* on the board of WB Television (September 2008 to November 2009); member of the 

supervisory board and Vice-Chairman of France 24 (September 2007 to February 2009) 



4 


information 


32 rue de Lisbonne, 75008 Paris, France 





Chairman of the Selection Committee 


Jean Peyrelevade is a graduate of École Polytechnique and Institut d'Études Politiques de Paris (IEP), and is a 

senior civil aviation engineer. He was deputy head of the private office of the Prime Minister in 1981, and in 1983 

became Chairman of Compagnie Financière de Suez and, at the same time, of Banque Indosuez. He was appointed 

Chairman and CEO of Banque Stern, then in 1988 became Chairman of UAP, before becoming Chairman of Crédit 

Lyonnais in 1993 for ten years. He is currently a merchant banker at Banca Leonardo group. 


Chairman of the Board of Leonardo & Co 


In France: Chairman of Leonardo Midcap Cf; director of DNCA Finance 

Outside France: Director of Bonnard et Gardel (Switzerland); member of the supervisory board of KLM (Netherlands) 



2010 – Vice-Chairman of Leonardo France (November 2006 to March 2010) 

2009 – Member of the supervisory board of CMA-CGM (June 2005 to September 2009); director of Société 

Monégasque d’Électricité et de Gaz (Monaco) (June 1991 to June 2009) 

2008 – Director of Suez* (June 1983 to July 2008) 


Jean Peyrelevade 

François-henri Pinault 




(as standing representative of Financière Pinault) 

Date of second appointment: 13/12/2005 (in his personal capacity) 



Member of the Selection Committee and the Ethics and Sponsorship 

Committee 


François-Henri Pinault is a graduate of École des Hautes Études Commerciales (HEC). He has spent his whole 

career within the PPR group. He was CEO of France Bois Industries from 1989 to 1990 and was appointed Chairman 

and CEO of Pinault Distribution in 1991. In 1993, he became Chairman of CFAO. He was appointed Chairman and 

CEO of Fnac in 1997, then executive vice-president of the PPR group and subsequently head of Internet activities 

and Chairman of the supervisory board of PPR-Interactive from 2000 to 2001. Since 1998, François-Henri Pinault 

has been a director, and since 2003 Chairman of the Board of Directors of Artémis. In March 2005, he became 

Chairman of the Executive Board and then Chairman and CEO of PPR. 


Chairman, CEO and director of PPR* 


In France: Managing partner of Financière Pinault; Chairman and director of Artémis; Vice-Chairman and member 

of the supervisory board of Boucheron Holding; Vice-Chairman of the supervisory board of CFAO*; director of 

Sapardis, Fnac SA and Soft Computing*; Chairman and member of the supervisory board of Yves Saint-Laurent 

SAS; member of the management board of SC du Vignoble Château Latour 

Outside France: Chairman and member of the Board of Gucci Group NV* (Netherlands); member of the 

Administrative Board of Puma SE* (Germany); board member of Christies International Plc* (United Kingdom) and 

Volcom Inc (United States); Chairman and director of Sowind Group (Switzerland); director of Stella Mc Cartney 

(United Kingdom) 



2011 – Vice-Chairman of Sowind Group (June 2008 to July 2011); Chairman and member of the supervisory board 

of Puma AG* (June 2007 to July 2011) 

2009 – Chairman and CEO of Redcats (December 2008 to April 2009) 



NON-VOTING DIRECTOR 

Michèle vilain 

3 boulevard Gallieni, 92130 Issy-les-Moulineaux, France 




alain Pouyat 








Michèle Vilain joined Bouygues Immobilier in 1989, holding various positions in the IT and Office Automation 

department, including responsibility for customer services. She is currently department head at the Residential 

Property France division, where she is responsible for customer mediation. 


In charge of customer mediation for Bouygues Immobilier 

scdM 




Number of shares in the company: 65,718,293 


A graduate of École Nationale Supérieure des Arts et Métiers (Ensam) Alain Pouyat joined Bouygues in 1970 as 

an IT engineer. He was appointed IT Manager in 1981, then Group IT Director in 1986. He has been Executive 

Vice-President, Information Systems and New Technologies since 1988. 


In France: Director of Bouygues Telecom, TF1*, ETDE, Société Parisienne d'Études d'Informatique et de Gestion; 

standing representative of Bouygues on the board of C2S 



In France: Director of GIE 32 Hoche 


In France: Chair of Actiby, SCDM Participations and SCDM Invest-3 



2011 – Chair of SCDM Énergie (September 2005 to September 2011) 

2010 – Chair of SCDM Investcan (January 2008 to September 2010); SCDM Investur (July 2007 to September 

2010) and SCDM Invest-1 (June 2008 to April 2010) 

2009 – Chair of Investaq Énergie (June 2008 to July 2009) 


Information on auditors 

4 


information 

Information on auditors 

1 • STATUTORY 

AUDITORS 

> Mazars (formerly Mazars & Guérard), 61 rue 

Henri Regnault, 92400 Courbevoie, France, 

appointed as statutory auditors at the Annual 

General Meeting on 10 June 1998, and reappointed 

for a further six-year term at the Annual 

General Meeting on 22 April 2004 and then at 

the Annual General Meeting on 29 April 2010. 

Mazars are represented by Gilles Rainaut. 

> Ernst & Young Audit, Tour First, 1 place des 

Saisons, 92400 Courbevoie, France, appointed 

as statutory auditors at the Annual General 

Meeting on 24 April 2003, and reappointed for 

a further six-year term at the Annual General 

Meeting on 23 April 2009. 

Ernst & Young Audit are represented by Jean 

Bouquot. 

Mazars and Ernst & Young Audit are members 

of the Versailles regional association of auditors. 

2 • ALTERNATE 

AUDITORS 

> Philippe Castagnac (Mazars group), appointed 

as alternate auditor at the Annual General 

Meeting on 29 April 2010, for an initial six-year 

term. 

> Auditex (Ernst & Young group), appointed as 

alternate auditor at the Annual General Meeting 

of 23 April 2009, for an initial six-year term. 

3 • FEES PAID BY 

THE GROUP TO 

THE AUDITORS AND 

MEMBERS OF THEIR 

NETWORKS 

The fees paid to each of the auditors and to the 

members of their networks by Bouygues and all 

fully consolidated Group companies are shown in 

Note 22 to the consolidated financial statements 

(Financial statements section of this document). 


Chairman’s report 

on corporate governance and internal control 

Procedures followed in 

preparing this report 

This report has been prepared taking into consideration 

regulations in force, the reports and recommendation 

of the Autorité des Marchés Financiers 

(AMF) concerning corporate governance and 

internal control, the AMF guidelines for internal 

control and risk management, the Afep/Medef 

corporate governance code, practices adopted 

by other issuers and various internal documents 

(by-laws, rules of procedure and minutes of the 

Board of Directors and its committees, internal 

control principles and procedures, etc.). The 

writers have consulted several of the company’s 

bodies and divisions (Chairman of the Board of 

Directors, Chairman of the Accounts Committee, 

senior management and the management of the 

Legal, Finance and HR departments), business 

segment Corporate Secretaries and the statutory 

auditors. They have gathered information about the 

directors from the directors themselves. 

The "Internal control and risk management procedures" 

section has been prepared with input 

from Bouygues’ Corporate Secretary and its 

Internal Control department, in collaboration with 

stakeholders in the internal control process at the 

business segments. 

The draft report was submitted to the Chairman 

of the Board of Directors before being sent to the 

directors for review. The Accounts Committee 

has reviewed the section on internal control and 

risk management procedures. This report was 

discussed and approved by the Board of Directors 

at its meeting of 28 February 2012. 

1 • CORPORATE 

GOVERNANCE CODE 

For many years Bouygues has referred to the 

Afep and Medef recommendations on corporate 

governance. Pursuant to Article L. 225-37, 

paragraph 7 of the Commercial Code, at its 

meeting of 3 March 2009 the Board of Directors 

decided that in corporate governance matters it 

would voluntarily refer to the provisions of "The 

Corporate Governance of Listed Corporations", a 

code published in December 2008 by the French 

Association of Private Companies (Afep) and the 

French employers’ federation (Medef) (hereafter 

"the Afep/Medef Code"). On 1 June 2010, the Board 

of Directors adopted the April 2010 update of the 

Afep/Medef Code. 

The Afep/Medef Code is downloadable from the 

Medef website (www.medef.com). It is also included 

as an appendix to the Rules of Procedure of the 

Board of Directors, which is downloadable from the 

Bouygues website (www.bouygues.com) under 

Group, Corporate governance, Board of Directors. 

In accordance with Article L. 225-37, paragraph 

7 of the Commercial Code, the table on page 169 

will indicate the provisions of the Afep/Medef 

Code that have been set aside and the reasons 

for doing so. 

2 • RULES OF 

PROCEDURE OF THE 

BOARD OF DIRECTORS 

At its meeting in September 2002 the Board adopted 

a set of procedural rules intended to clarify the 

conditions under which its work is prepared and 

organised. These Rules of Procedure have since 

been amended on several occasions in order to 

comply with changes in laws and regulations and 

to take account of recommendations issued by the 

AMF, Afep and Medef as well as Bouygues’ own 

internal control principles. 

The contents of the Rules of Procedure are 

described in this report. The full text is downl 

o a d a b l e f r o m t h e c o m p a n y ’s w e b s i t e 

www.bouygues.com (Group, Corporate governance, 

Board of Directors). 

3 • MEMBERSHIP OF THE 


The by-laws stipulate that the Board of Directors 

should include between three and 18 directors 

appointed by a general meeting of shareholders 

for a period of three years, and a maximum of two 

directors representing employee shareholders, 

elected by a general meeting for a period of three 

years at the proposal of the Supervisory Boards of 

the employee share ownership funds. 

The by-laws also stipulate that a general meeting 

may appoint one or more non-voting directors for a 

three-year term. Non-voting directors attend Board 

meetings in an advisory capacity. They are tasked 

with ensuring that the by-laws are strictly enforced. 

They review the inventories and full-year financial 

statements and, where they consider appropriate, 

present their observations in this connection at 

general meetings. 

The by-laws set no age limit for directors. However, 

a maximum age of 70 is stipulated for the functions 

of chairman, chief executive officer and deputy 

chief executive officer. When a person serving in 

one of these functions reaches 65, his term is submitted 

to the Board of Directors at its next meeting 

for confirmation for a period of one year. The Board 

of Directors may then renew the term annually for 

one-year periods up to the age of 70, at which time 

the person steps down automatically. 

The Rules of Procedure of the Board of Directors 

lay down certain imperatives regarding Board 

membership. They specify that the number of 

directors or standing representatives of legal entities 

coming from external companies in which a 

BOUYGUES • 2011 Registration Document • LEGAL AND FINANCIAL INFORMATION • Chairman's report • 168

4 


information 

Chairman's report 

corporate officer or salaried director of Bouygues 

holds an executive position must not exceed two. 

Reappointments are staggered across three consecutive 

years. 

The Board currently comprises 18 directors and 

one non-voting director: 

> 16 directors appointed by the Annual General 

Meeting: Pierre Barberis, Patricia Barbizet, 

François Bertière, Mrs Francis Bouygues, 

Martin Bouygues, Georges Chodron de Courcel, 

Lucien Douroux, Yves Gabriel, Patrick Kron, 

Hervé Le Bouc, Nonce Paolini, Helman le Pas 

de Sécheval, Colette Lewiner, Nonce Paolini, 

Jean Peyrelevade, François-Henri Pinault and 

SCDM (represented by Olivier Bouygues); 

> two directors elected by the Annual General 

Meeting from among the members of the 

Supervisory Boards of the employee share 

ownership funds (profit-sharing and the company 

savings schemes), representing employee 

shareholders: Sandra Nombret and Michèle 

Vilain; 

> one non-voting director: Alain Pouyat. 

Provisions 

of the Afep/Medef Code 

Article 8.1 in fine 

"Independent directors must 

represent at least half of all Board 

members in widely held companies 

with no controlling shareholder, 

and at least two thirds of all Board 

members in companies with a 

controlling shareholder". 

Article 8.4 

Among "the criteria to be reviewed 

by the committee and the Board in 

order to have a director qualified 

as independent and to prevent 

risks of conflicts of interest 

between the director and the 

management, the corporation or 

its group", the Afep/Medef Code 

mentions "Not to have been a 

director of the corporation for more 

than twelve years". 

Explanation for waiver 

No definition of "controlling shareholder" is given in the Afep/Medef Code. According to Article 7 of this Code, "It is not 

desirable, having regard to the great diversity of listed corporations, to impose formal and identical ways of organisation 

and operation for all Boards of Directors. The organisation of the Board's work, and likewise its membership, must be suited 

to the shareholder make-up, to the size and nature of each firm's business (…). Each Board is the best judge of this, and 

its foremost responsibility is to adopt the modes of organisation and operation enabling it to carry out its mission in the best 

possible manner." 

The Rules of Procedure of Bouygues' Board of Directors also specifies that at least one third of directors must be 

independent within the meaning of the Afep/Medef Code. As at 31 December 2011, seven of the 18 directors were 

independent, representing a proportion of 39%. The Board considers this percentage to be justified, since the company 

is not widely held: there is a main shareholder with 29.55% of the voting rights and there are two directors representing 

significant shareholders (employee shareholders). Moreover, in line with Bouygues' tradition, there are directors holding 

executive management positions within the Group or at Alstom, in which Bouygues has a 30.75% equity interest. 

Consequently, the Board’s composition reflects the company’s specific characteristics and is considered as representing 

a good balance, notably because it enables the Board to obtain good information on the activities and strategies of the 

Group’s various business segments. 

According to Article 8.3 of the Afep/Medef Code, the Board may find that a director who does not satisfy all the criteria 

for independent status set forth by the Code is nevertheless independent in view of his/her or the company’s situation in 

relation to its shareholders or for any other reason. 

In accordance with this provision, the Bouygues Board of Directors considers that being a director for more than twelve 

years does not automatically result in the loss of independent director status. At the conclusion of the term in which this 

twelve-year period ends, it decides whether the director shall retain or lose this status by taking into consideration his/ 

her particular situation. Accordingly, having examined the situation of Patricia Barbizet, Pierre Barberis, Lucien Douroux, 

François-Henri Pinault and Jean Peyrelevade, all of whom have been directors for more than twelve years, the Board 

agreed that they had retained their status as independent directors. The Board noted in particular that these directors’ 

contributions to the Board’s work showed that their long period on the Board and their experience gave them additional 

expertise and authority as well as excellent knowledge of the company without in any way compromising their freedom of 

judgement or their opinions on matters in the Board’s domain. 

Article 9.2 

In particular, the Board’s 

assessment should enable it to 

"measure the actual contribution of 

each director to the Board’s work 

through his or her competence and 

involvement in discussions". 

As in previous years the Board decided not to apply this recommendation literally, on the grounds that it is neither possible 

nor desirable to measure each director’s actual contribution to the work of the Board, which, by nature, is a collegial 

body. However, when reviewing the membership of the Board and its committees, the Selection Committee and the Board 

looked at the directors’ skills. Further, when examining director independence, the Board examined the contribution and 

involvement in its proceedings of Patricia Barbizet, Pierre Barberis, Lucien Douroux, François-Henri Pinault and Jean 

Peyrelevade, who have been directors for more than twelve years. 


Name Age a Accounts 

Committee 

Remuneration 

Committee 

Selection 

Committee 

Ethics and 

Sponsorship 

Committee 

Start of 

first term 

End of 

current 

term 

Years on the 

Board a 

Professional 

experience 

Executive Directors 



59 1982 2012 29 Industry 


Deputy CEO 

61 1997 b 2013 27 Industry 

Standing representative of SCDM 

Independent directors 

Pierre Barberis 69 l 1997 2012 14 

Banking, 

Insurance, IT 

Patricia Barbizet 56 l l 2005 c 2014 13 

Industry, 

Retail 

Lucien Douroux 78 l 1999 2013 12 

Banking, 

Finance 

Helman le Pas de Sécheval 45 l 2008 2014 3 

Finance, 

Insurance 

Colette Lewiner 66 2010 2013 1 Industry 

Jean Peyrelevade 72 l 1994 2013 17 

Banking, 

Finance 

François-Henri Pinault 49 l l 2005 d 2013 13 

Industry, 

Retail 

Directors representing employee shareholders 

Sandra Nombret 38 2010 2013 1 

Industry, 

Construction 

Michèle Vilain 50 2010 2013 1 

Property 

development 

Salaried directors from Bouygues business segments or Alstom 

François Bertière 61 2006 2012 5 

Property 

development 

Yves Gabriel 61 2002 2013 9 

Industry, 

Construction 

Patrick Kron 58 2006 2013 5 Industry 

Hervé Le Bouc 59 2008 2014 3 

Industry, 

Construction 

Nonce Paolini 62 2008 2014 3 

Telecoms, 

Media 

Other directors 

SCDM 1991 2013 20 - 

Mrs Francis Bouygues 87 1993 2012 18 - 

Georges Chodron de Courcel 61 l 1996 2012 15 

Banking, 

Finance 

Non-voting director 

Alain Pouyat 67 2007 2013 4 Industry, IT 

(a) At 31 December 2011 (b) From 1984 to 1997, either in a personal capacity or as a standing representative (c) From 1998 to 2005 as a standing representative of Artémis (d) From 1998 to 2005 as a representative of 

Financière Pinault 

The directorships of Patricia Barbizet, Hervé 

le Bouc, Helman le Pas de Sécheval and 

Nonce Paolini were renewed for three years 

by the Combined Annual General Meeting of 

21 April 2011. 

The combined Annual General Meeting on 26 April 

2012 will be asked to renew the directorships of 

Martin Bouygues, François Bertière, Mrs Francis 

Bouygues and Georges Chodron de Courcel and 

to appoint Anne-Marie Idrac as a director. 

Anne-Marie Idrac was born on 27 July 1951. 

A graduate of École Nationale d’Administration, 

Anne-Marie Idrac served in a number of posts at 

the French Infrastructure Ministry and on ministerial 

staffs from 1974 to 1990. From 1990 to 1993 she 

was managing director of the public body responsible 

for developing the city of Cergy-Pontoise. From 

1993 to 1995 she was director of land transportation. 

She served as Member of Parliament for a 

constituency in the Yvelines from 1997 to 2002. 

From 2002 to 2006 she was Chairwoman and CEO 

of the Paris public transport authority, RATP, and 

Chair and Chief Executive of SNCF (French state 

railways) from 2006 to 2008. From 2008 to 2010 she 

was Secretary of State for foreign trade. 

Anne-Marie Idrac is a director of Vallourec and 

Saint-Gobain. 

Information about the terms of office and duties 

of the directors and the non-voting director (in 

accordance with Article L. 225-102-1 paragraph 

4 of the Commercial Code) is given in the Board 

of Director’s management report, pages 158-166 

of this Registration Document. 


4 


information 


4 • ASSESSING 

DIRECTOR 

INDEPENDENCE 

In defining the concept of independent director, the 

Rules of Procedure refer to the criteria set out in the 

Afep/Medef Code and the European Commission 

Recommendation of 15 February 2005 on the role 

of directors of listed companies. They specify 

that, when identifying independent directors, the 

Board of Directors must attach greater weight to 

substance than to form. To this end, the Selection 

Committee gives an opinion on the circumstances 

of each of its members. 

The Board of Directors may conclude that even 

though directors meet these criteria, they cannot be 

considered independent because of their specific 

situation. Conversely, the Board may decide that 

a director not meeting the criteria set out below is 

nonetheless independent. 

Independence should be understood as referring 

to the absence of any material conflict of interest. 

Directors should only be considered independent 

where they are not bound by any business, family 

or other relationship – with the company, its controlling 

shareholder or the senior management of 

either – which creates a conflict of interest liable 

to impair their judgement. 

A director is independent when he or she has 

no relationship of any kind whatsoever with the 

company, its Group or the management of either 

that is such as to colour his or her judgment. 

Accordingly, an independent director is to be 

understood not only as a non executive director, 

i.e. one not performing management duties in the 

company or its Group, but also as one devoid of 

any particular bonds of interest (significant shareholder, 

employee, other) with them. 

The independence criteria applied by the Afep/ 

Medef Code are as follows: 

> not being an employee or corporate officer of the 

company or an employee or director of its parent 

company or of a company that it consolidates; 

and not having been in such a position during 

the previous five years; 

> not to be a corporate officer of a company in 

which the company holds a directorship, directly 

or indirectly, or in which an employee appointed 

as such or a corporate officer of the company 

(currently in office or having held such office 

going back five years) is a director; 

> not to be a customer, supplier, investment 

banker or commercial banker that is material 

for the company or its Group, or for which the 

company or its Group represents a significant 

part of its business; 

> not to be related by close family ties to a corporate 

officer; 

> not to have been an auditor of the company 

within the previous five years; 

> not to have been a director of the company for 

more than 12 years, on the understanding that 

independent status expires at the end of the 

term of office during which the 12-year threshold 

is exceeded. 

The Bouygues Board of Directors considers that 

being a director for more than 12 years does not 

automatically result in the loss of independent 

director status (see page 169). 

Directors representing key shareholders of the 

company or its parent may be considered as independent 

when they do not take part in the oversight 

of the company. When such directors own more 

than 10% of the company’s share capital or voting 

rights, the Board should systematically review 

their independent status, based on the report of 

the Selection Committee and taking into account 

the composition of the company’s capital and any 

conflicts of interest that may exist. 

In line with the recommendations of the Afep/Medef 

Code, after seeking the opinion of the Selection 

Committee, and as it does each year, the Board 

of Directors carried out its annual assessment of 

Board members and determined the proportion of 

its members that were independent. It reviewed 

each director’s situation in light of the independence 

criteria defined by the Afep/Medef Code. 

After examining the situation of each of the persons 

concerned and made sure than none had a material 

business relationship with the company, the 

Board duly noted at its meeting of 6 December 

2011 that seven directors (Pierre Barberis, Patricia 

Barbizet, Lucien Douroux, Helman le Pas de 

Sécheval, Colette Lewiner, Jean Peyrelevade and 

François-Henri Pinault) were independent in light 

of the Afep/Medef criteria. 

It is specified that: 

> Lucien Douroux has held management positions 

with financial institutions that have a business 

relationship with the company, but has not 

held such positions for a number of years; 

furthermore, the institutions concerned have 

undergone substantial changes since that time; 

> François-Henri Pinault and Patricia Barbizet 

are respectively Chairman and Chief Executive 

Officer of Artémis, a Pinault group company 

that had entered into a shareholder agreement 

with SCDM. However, that agreement expired 

in 2006 and Artémis is no longer a shareholder 

in the company; 

> Patricia Barbizet, Pierre Barberis, Lucien 

Douroux, François-Henri Pinault and Jean 

Peyrelevade have been directors for more than 

12 years. However, after examining their situation 

in accordance with Article 8.3 of the Afep/ 

Medef Code, the Board accepted that all five 

had retained their status as independent directors 

(see page 169). 

The Board takes the view that none of these 

persons is connected with the company, with the 

shareholders controlling it, or with its management 

by a relationship creating a conflict of interest. 

These seven directors are therefore considered 

independent in light of the Afep/Medef Code. 

5 • GENDER BALANCE OF 

THE BOARD 

In accordance with Article L. 225-37, paragraph 6 

of the Commercial Code, the Board reports below 

on applying the principle of balanced gender 

representation on boards of directors. 

At the beginning of 2010, only two of the 18 directors 

on the Bouygues Board were women, or a 

proportion of 11.1%. 

In June 2010, the Board decided to expand its rules 

of procedure by incorporating the recommendations 

of the Afep/Medef Code on better gender 

balance in the boardroom. 

At the recommendation of the Board, the Combined 

Annual General Meeting of 29 April 2010 appointed 

three women directors: Colette Lewiner, Sandra 

Nombret and Michèle Vilain. Since that date, five 

of the 18 directors have been women, or a proportion 

of 27.8%. 

If the Combined Annual General Meeting on 

26 April 2012 decides to appoint Anne-Marie Idrac 

as a director to replace Pierre Barberis, six of the 

18 directors will be women, i.e. 33.3%. 


The Board will seek to increase the proportion of 

women among its directors over the next few years, 

in accordance with the recommendations of the 

Afep/Medef Code and the Act of 27 January 2011. 

6 • ROLE OF THE BOARD 

OF DIRECTORS 

The Board of Directors has the powers and carries 

out the tasks laid down in law. In addition, the Rules 

of Procedure of the Board of Directors specify the 

following: 

> The Board, assisted where applicable by an 

ad hoc committee, reviews and decides on 

genuinely strategic activities. 

> The strategic priorities for each business segment 

and for the Group as a whole are submitted 

to the Board for approval. 

> Any operations considered to be of importance 

for the Group as a whole, including investments 

in organic growth, acquisitions, divestments, 

and internal restructuring measures, must also 

be approved by the Board, particularly those 

falling outside the company’s business strategy. 

> The Board authorises major corporate finance 

transactions involving public offerings of securities, 

as well as major guarantees and commitments. 

> The Board monitors the quality of information 

provided to shareholders and the markets, 

particularly through the financial statements and 

in connection with major transactions. 

The rules also recall the role of the Board in determining 

the remuneration of the executive directors 

with the help of the Remuneration Committee, in 

accordance with the recommendations of the Afep/ 

Medef Code (which are appended to the internal 

Rules of Procedure). 

7 • GOVERNANCE 

STRUCTURE 

The law stipulates that the Board should elect one 

of its individual members as Chairman to organise 

and direct the Board’s work and ensure the smooth 

running of the company’s management bodies. The 

Board entrusts executive power over the company 

either to the Chairman of the Board of Directors or 

to another individual, who may or may not be a 

director, carrying the title of Chief Executive Officer. 

In April 2002 the Board of Directors opted not 

to separate the functions of Chairman and Chief 

Executive Officer. It renewed that option in April 

2006 and again in April 2009. 

The Board considers that combining the positions 

of Chairman and Chief Executive Officer 

is a source of effective governance, particularly 

in view of the Bouygues group’s organisational 

structure: Martin Bouygues is Chairman and Chief 

Executive Officer of Bouygues, the Group’s parent 

company. He does not have general management 

authority over the Group’s five business segments; 

this is vested in the senior management of its major 

subsidiaries: Bouygues Construction, Bouygues 

Immobilier, Colas, TF1 and Bouygues Telecom. 

Martin Bouygues does not therefore combine 

operational responsibility over these subsidiaries 

with his other duties. While Bouygues and its 

Chairman sometimes play an important role in 

projects that are essential for the Group, they do 

not replace the senior management of the Group’s 

business segments. 

Martin Bouygues is Chairman of the Board of 

Directors and Chief Executive Officer. Olivier 

Bouygues is Deputy Chief Executive Officer, and 

has the same powers as the Chief Executive 

Officer. At the end of the Combined Annual 

General Meeting held on 23 April 2009, the Board 

of Directors reappointed Martin Bouygues as 

Chairman and Chief Executive Officer for the period 

of his term of office as a director, i.e. until the end of 

the Ordinary General Meeting called to approve the 

2011 financial statements. The Board also decided 

to reappoint Olivier Bouygues as Deputy Chief 

Executive Officer throughout Martin Bouygues’ 

term of office as Chairman and Chief Executive 

Officer. Should Martin Bouygues cease to be Chief 

Executive Officer, Olivier Bouygues’ duties would 

cease on the date on which a new Chief Executive 

Officer was appointed, unless the Board decided 

they should cease immediately or, conversely, that 

they should continue at the proposal of the new 

Chief Executive Officer. 

8 • RESTRICTIONS 

ON THE POWERS OF 

THE CHIEF EXECUTIVE 

OFFICER 

According to law and the by-laws, the Chief 

Executive Officer has the broadest possible 

powers to act on the company’s behalf under all 

circumstances. He exercises these powers within 

the confines of the corporate purpose and subject 

to powers expressly granted by law to general 

meetings and the Board of Directors. 

The Rules of Procedure of the Board of Directors 

set out certain decisions that must be made by the 

Board: adopting strategic priorities, business plans 

and financing policy for the business segments 

and the Group; approving genuinely strategic 

activities; authorising activities considered to be 

of importance for the Group as a whole, including 

investments in organic growth, acquisitions, 

divestments and internal restructuring measures, 

and particularly those falling outside the company’s 

stated strategy; authorising major corporate 

finance transactions involving public offerings of 

securities; and authorising key guarantees and 

major commitments. 

9 • PREPARATION AND 

ORGANISATION OF THE 

BOARD’S WORK 

9.1 Meeting notices, quorum 

and majority 

The by-laws repeat or stipulate the following 

rules: the Board of Directors meets as often as 

the company’s interests require, at the invitation of 

the Chairman, either at the registered office or at 

any other place; invitations may be issued by any 

method, including verbally; the Board may only 

validly deliberate where at least half its members 

are in attendance; decisions are made on the basis 

of a majority of those members in attendance or 

represented; in the event of a tie, the Chairman of 

the meeting has the casting vote. 

The Rules of Procedure stipulate that any director 

participating in a Board meeting by videoconferencing, 

or any other telecommunications method 

having technical characteristics that allow directors 

to be identified and participate fully in the meeting, 

is deemed to be in attendance for the purposes of 

quorum and majority. In accordance with law, this 

provision does not apply to decisions on the preparation 

of the parent company and consolidated 

financial statements within the management report. 


4 


information 


9.2 Board meetings 

The Rules of Procedure state that in principle the 

Board of Directors holds five ordinary meetings a 

year (February/March, May, August, November and 

December). In February/March, the Board closes 

the financial statements for the previous financial 

year; at the May meeting, it closes the financial 

statements as at 31 March and reviews first-half 

performance; in August, it closes the financial 

statements for the first half; in November, it closes 

the financial statements as at 30 September and 

reviews the estimated sales and earnings for the 

past year and for the following year. In December, 

the strategic priorities for each business segment 

and for the Group, along with the business plans for 

the following three years and the financing policy 

for the business segments and the Group, are 

presented to it for approval. Other Board meetings 

are held as the Group’s business requires. 

The agenda for Board meetings is in three parts: 

business activities, financial statements and legal 

matters. A detailed review of each item is provided 

to each director. 

The statutory auditors have been systematically 

called to all meetings at which the Board examines 

full-year or first-half financial statements. 

Persons who are not Board members, whether 

Bouygues group employees or not, may be invited 

to attend all or part of Board meetings. 

9.3 Information provided to 

the Board of Directors 

The rules of procedure stipulate that the Chairman 

or Chief Executive Officer provide directors with all 

documents and information they need to fulfil their 

duties, including in particular: 

> the information needed to follow the progress of 

business activities and in particular sales figures 

and order books; 

> the financial situation and in particular the company's 

cash position and commitments; 

> any event that materially affects the Group's 

consolidated financial results or that may do so; 

> material events in the human resources area and 

in particular changes in the workforce; 

> major risks to the company, any change therein, 

and the steps taken to control them. 

Each quarter, senior management presents a 

report on consolidated sales and earnings for the 

quarter just ended to the Board of Directors. 

Each director may, on his or her own initiative, 

gather additional information; the Chairman, Chief 

Executive Officer and Deputy Chief Executive 

Officer are always available to provide Board 

members with explanations and any other relevant 

information. 

Directors may also meet with key senior executives 

of the company, including when the executive 

directors are not present, provided that the latter 

have been informed in advance. 

Through their work and the reports they produce, 

the committees tasked by the Board with studying 

specific matters help to ensure that the Board is 

properly informed and prepared for the decisions 

it has to make. 

Directors always receive all documents publicly 

issued by the company or its subsidiaries, and in 

particular all information intended for shareholders. 

Directors may, if they wish, receive additional 

training in matters pertaining to the company 

and its businesses and sectors. Accordingly, 

Michèle Vilain, director representing the employee 

shareholders, appointed by the Combined Annual 

General Meeting of 29 April 2010, took several days 

training in 2010 provided by an external organisation 

and specifically intended for new directors. 

10 • DIRECTORS’ CODE 

OF CONDUCT 

At its meeting on 1 March 2011, the Board of 

Directors approved the directors’ Code of Conduct, 

which is appended to the Rules of Procedure. This 

Code contains all the provisions relating to ethical 

conduct that were previously found in various articles 

of the aforementioned Rules of Procedure. The 

text of this Code is reproduced below. 

10.1 Directors' and nonvoting 

directors' Code of 

Conduct 

1. Preface 

Directors and non-voting directors are required to 

comply with this Code of Conduct, which sets forth 

the rules of conduct listed in Article 17 of the Afep/ 

Medef Corporate Governance Code regarding the 

ethical conduct of directors. 

Before accepting their position on the Board, directors 

and non-voting directors must be familiar with 

the general and specific obligations of this position. 

In particular, they must be familiar with relevant 

laws, regulations, by-laws, rules of conduct and 

the Board’s Rules of Procedure. 

When directors and non-voting directors have a 

question concerning the interpretation or application 

of a rule in this charter, they should consult the 

chairman of the Ethics and Sponsorship Committee 

and/or the Group Ethics Officer, if they judge it 

would be useful. 

2. Representation of shareholders 

Though directors are shareholders themselves, 

they are the representatives of all shareholders 

and must act as such in performing their duties; 

failure to do so can give rise to personal liability. 

3. Duty to be informed 

Directors have a duty to be well informed. 

Accordingly, they must request from the Chairman 

in a timely manner the information they need 

to work effectively on the issues on the Board’s 

agenda. 

4. Regular attendance – Multiple 

directorships 

Directors must devote the necessary time and 

attention to their functions. They must attend and 

participate regularly in the meetings of the Board 

and of any committees of which they are a member. 

All directors are required to comply with the instructions 

set out in the Commercial Code governing the 

holding of multiple positions as corporate officers in 

Sociétés Anonymes (public limited companies), as 

well as the Afep/Medef recommendation according 

to which directors with executive powers must 

not, in principle, agree to hold more than four 

directorships in listed companies, including foreign 

companies, outside their group. 

5. Preventing conflicts of interest 

Directors and non-voting directors shall see that 

they do not exercise an activity that would place 

them in a conflict of interest with the company. In 

particular, directors shall not seek to hold an inter- 


est or invest in a company, whether a customer, 

supplier or competitor of the company, if this interest 

or investment could influence their actions in 

their role as a director or non-voting director. 

Directors undertake to inform the Chairman of 

any conflict of interest, even of a potential nature, 

between their duties in relation to the company and 

their private interests and/or other duties, and not 

to take part in voting on any resolution directly or 

indirectly affecting them. 

If the situation requires, directors may be obliged 

not to attend Board meetings during deliberations 

and not to take part in any voting on a resolution 

and not to have access to documents and information 

brought to the attention of the other directors 

concerning the subject in question. 

The Chairman of the Board may ask directors at 

any time to confirm in writing that they are not 

subject to any conflict of interest. 

6. Information concerning directors 

The Chairman of the Board may ask directors 

at any time to provide a certification, statement 

or details, notably on the following points: their 

family ties with other directors; service contracts 

binding them to the company or to any of its 

subsidiaries and entitling them to benefits under 

such a contract; their curriculum vitae; their management 

expertise and experience; the activities 

and mandates they exercise or have exercised 

in other listed or unlisted companies in France or 

abroad; the number of the company’s shares they 

own; their situation with regard to the Afep/Medef 

Code’s criteria for independent director’s status; 

a detailed account of any restriction accepted by 

them concerning the sale, within a certain period of 

time, of their shareholding in the company. 

The directors undertake to inform the Chairman 

of the Board of any convictions for fraud, of any 

incrimination, preventive measure or official 

sanctions issued in the last five years as well as 

of any insolvency, compulsory administration or 

liquidation proceedings with which they have been 

associated in the last five years. The Chairman of 

the Board may ask directors at any time to confirm 

in writing that they are not affected by any of these 

situations. 

7. Share ownership 

The by-laws stipulate that each director must hold 

at least ten shares in the company. The Rules of 

Procedure recommend that each director and nonvoting 

director own 500 shares in the company. 

8. Holding of company shares in 

registered form 

In accordance with Article L. 225-105 of the 

Commercial Code, the Chairman, the Chief 

Executive Officer, the Deputy Chief Executive 

Officer, the directors, whether individuals or legal 

entities, as well as standing representatives of 

legal entity directors (the “Persons Concerned”), 

are required to convert to registered form any 

Bouygues shares as well as listed shares issued 

by any subsidiary held by them (or owned by any 

minor-age children of theirs) when they take up 

their duties and any shares they subsequently 

acquire. The same obligation applies to the nonseparated 

spouses of the Persons Concerned. It 

is recommended that non-voting directors follow 

the preceding rules. 

9. Confidentiality 

Directors and non-voting directors shall consider 

themselves bound to professional secrecy that 

exceeds the mere obligation of discretion stipulated 

by regulations, with regard to non-public information 

acquired in the performance of their duties. 

Directors and non-voting directors as well as any 

person called to attend a meeting of the Board 

or of one of its committees are bound by a strict 

obligation of confidentiality with regard both to 

persons outside the company and to persons with 

no cause to be aware of information as a result of 

their duties in the company. 

Only the Chairman, Chief Executive Officer and 

Deputy Chief Executive Officer are authorised to 

provide third parties and the public with information 

on company policy, strategy, business and 

performance. 

10. Prevention of insider trading 

Directors and non-voting directors are reminded 

that they are likely to hold inside information at all 

times and that they must ensure before carrying 

out any transaction that they are not engaging in 

insider trading. Directors and non-voting directors 

must therefore manage their shares in the company 

in a rigorous and ethical manner. 

Directors and non-voting directors must observe 

the following rules of conduct, which apply to all 

financial markets, whether French or foreign, in 

which they carry out transactions. 

10.1 Ban on circulating or making use of 

inside information 

Besides the general obligation of confidentiality 

described in paragraph 9 above, any Person 

Concerned holding inside information about the 

company, its subsidiaries or a transaction under 

consideration by the company or its subsidiaries 

is bound by an obligation of strict confidentiality 

and non-participation. 

Accordingly, Persons Concerned are prohibited 

from directly or indirectly acquiring or selling, or 

attempting to acquire or sell, on their own account 

or on behalf of others, financial instruments to 

which such inside information relates, and any 

financial instruments to which those instruments 

are in turn connected. 

More generally, they are prohibited from communicating 

any inside information to third parties, 

and from recommending to third parties that they 

buy or sell, or arrange for another person to buy 

or sell, the aforementioned financial instruments on 

the basis of inside information. 

Inside information is understood to mean any 

specific information that has not been made public, 

that relates directly or indirectly to the company, its 

subsidiaries or one or more financial instruments 

issued by them, and which, if made public, would 

be likely to have a significant effect on the price of 

the financial instruments in question or the price of 

financial instruments connected to them. 

The Persons Concerned are bound by this obligation 

of confidentiality and non-participation even 

where they hold inside information by chance and 

in no way as a result of their role as a director or 

non-voting director. 


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Directors and non-voting directors are reminded of 

the seriousness of the legal sanctions that may be 

imposed for failing to observe the aforementioned 

obligations: 

> the AMF may impose a fine of up to €100 million 

or, if profits have been realised, ten times the 

amount of the profits; 

> a senior executive or person who holds inside 

information while exercising his/her profession 

or duties and who carries out directly or 

allows an intermediary to carry out one or more 

transactions before the public is aware of this 

information is liable to two years’ imprisonment 

and a fine of €1,500,000, with the possibility of 

the fine’s being increased by up to ten times the 

amount of any profits realised; 

> any person possessing inside information concerning 

the prospects or situation of an issuer 

and who communicates this information to a 

third party outside of the normal scope of his/ 

her profession or duties is liable to one year’s 

imprisonment and a fine of €150,000. 

This obligation to refrain from trading should also 

be observed during any period in which a Person 

Concerned is aware of inside information and the 

day of its publication. 

10.5 Ban on hedging 

Directors and non-voting directors are formally 

forbidden to hedge bonus shares or stock options 

they receive. 

> any other direct relative or relative by marriage 

having lived in the home of the Person 

Concerned for at least one year at the time of 

the transaction; 

> any legal entity other than Bouygues and: 

• whose supervision, administration or management 

is performed by the Person Concerned 

or by a person closely related to him/her and 

acting for the benefit of one of these persons 

(for example, a transaction carried out for the 

benefit of the Person Concerned by a company 

that the Person Concerned manages); 

or 

• that is controlled, directly or indirectly, by the 

Person Concerned or by a person closely 

related to them (for example, a transaction 

carried out by a company in which the Person 

Concerned has more than a 50% shareholding); 

or 

• that is constituted for the benefit of the Person 

Concerned or a person closely related to 

them; or 

• for which the Person Concerned or a person 

closely related to them enjoys at least the 

majority of the economic benefits (for example, 

a transaction carried out by a company of 

which the Person Concerned is the principal 

supplier). 

10.2 Closed periods 

In any case, all Persons Concerned must refrain 

from trading in the company’s shares or those of 

its subsidiaries (and in particular, where they can 

exercise stock options, they are prohibited from 

selling any shares arising from the exercising of 

those options), during: 

> the period of 30 calendar days preceding the 

publication of Bouygues’ full-year, first-half or 

quarterly financial statements, and the day of 

their publication; 

> the period of 15 calendar days preceding the 

publication of Bouygues’ quarterly sales, and 

the day of their publication. 

In addition, pursuant to Article L. 225-197-1 of the 

Commercial Code, bonus shares may not be sold: 

> in the ten trading sessions following the date on 

which the consolidated financial statements are 

published; 

> in the ten trading sessions following the date on 

which inside information is published. 

10.3 Consultation of the Ethics Officer 

Any Person Concerned who wishes to carry out 

a transaction (other than simply exercising stock 

options with no follow-up sale of the stock, a 

transaction that is always authorised) in the shares 

of Bouygues or one of its listed subsidiaries may 

consult the Group Ethics Officer to confirm that 

he/she would not be engaging in insider trading. 

This consultation is obligatory for executive directors 

and salaried directors. 

In any case, the Group Ethics Officer’s opinion 

is advisory only, and the decision to trade in the 

company’s shares or not is the sole responsibility 

of the Person Concerned. 

10.4 Ban on speculative transactions 

Directors and non-voting directors undertake not 

to engage in speculative trading in the shares of 

Bouygues or those of its listed subsidiaries through 

such transactions as short selling or buying on 

margin, rolling orders over onto the deferred settlement 

market, round-tripping or transactions on 

derivatives. 

10.6 Share trading plans 

It is noted that the AMF recommends the setting up 

of share trading plans allowing senior executives to 

benefit, under certain conditions specified by the 

AMF, from a rebuttable presumption that they are 

not engaging in insider trading. 

Directors and non-voting directors should determine, 

in light of their personal situation, the advisability 

of setting up such plans, which, where 

appropriate, may remain in place during the closed 

periods described above. 

10.7 Declaring transactions in the 

company’s shares 

In accordance with Article L. 621-18-2 of the 

Monetary and Financial Code and Article 223-22 

of the AMF General Regulation, the persons concerned 

must declare to the AMF all their transactions 

in Bouygues shares, whether made directly 

or through an intermediary, on their own account 

or on behalf of a third party under the terms of an 

agreement, unless that agreement is performed 

under a third-party management agreement. 

The same applies to transactions in Bouygues 

shares carried out by persons closely related to a 

Person Concerned, namely: 

> their non-separated spouse or civil-union partner; 

> children over whom the Persons Concerned 

exercise parental authority or who usually or 

alternately reside with them and whom they 

effectively and permanently support; 

The transactions covered by this obligation are 

subscriptions, purchases, sales and exchanges 

involving: 

> shares of Bouygues, including the subscription 

of shares through the exercise of stock options 

(even when not followed by a sale of shares 

obtained) and the sale of bonus shares; 

> securities giving access to shares of Bouygues; 

> or derivatives on Bouygues shares; 


as well as forward transactions on Bouygues 

shares; 

if the said transactions carried out by the Person 

Concerned and/or persons closely related to them 

should exceed a total of €5,000 per civil year. Once 

the cumulative amount of transactions over the civil 

year goes over €5,000, the Person Concerned 

is required to declare all transactions carried 

out including those that had not been declared 

because the €5,000 limit had not been reached. 

Transactions carried out by legal entities in the 

group to which they belong are not taken into 

account. 

The Persons Concerned must declare directly to 

the AMF any transaction mentioned above within 

a maximum of five trading days from the conclusion 

of the transaction, using the AMF’s standard 

report form and sending it by email to the following 

address: declarationdirigeants@amf-france. 

org. A copy of this declaration must be sent to 

the Chairman of the Board of Bouygues within the 

same time period. 

The persons concerned may ask the manager of 

their share account to file the required declarations. 

Persons who are closely related to the persons 

concerned are also required to declare within the 

same time period and in the same way the transactions 

they have carried out in Bouygues shares. 

The members of the Board shall be informed within 

the same time period of any transaction carried out 

by one of the executive directors. 

* * 

* 

The following stipulations are made: 

Directors’ fees – Regular 

attendance 

Since 2009, directors’ fees have included a variable 

component linked to attendance at the four 

Board meetings at which the financial statements 

are approved and, where applicable, to committee 

meetings. Since 2011, attendance of the 

meeting that reviews the business plans has also 

been taken into account in calculating the variable 

component. 

Multiple directorships 

As far as Bouygues is aware, the rules in Article 

4 of the Code of Conduct, whose aim is to ensure 

that directors devote the necessary time and attention 

to their duties, are respected. 

Conflicts of interest 

Article 5 of the Code of Conduct (see above) contains 

detailed measures for preventing conflicts 

of interest. 

At this time, the company is aware of the following 

potential conflicts of interest: 

> Major shareholders of the Group (SCDM and 

Mrs Francis Bouygues), as well as the Group’s 

employee shareholders, are directly or indirectly 

represented on the Board of Directors by Martin 

Bouygues, Olivier Bouygues, Mrs Francis 

Bouygues, Sandra Nombret and Michèle Vilain. 

> Patrick Kron is a director and Chairman and 

Chief Executive Officer of Alstom, a company in 

which Bouygues held 30.75% of the share capital 

at 31 December 2011, and of which Olivier 

Bouygues, Bouygues represented by Philippe 

Marien, and Georges Chodron de Courcel are 

directors. 

> Georges Chodron de Courcel is also Chief 

Operating Officer of BNP Paribas, a financial 

institution that may offer banking services or 

loans to the Group. 

> Martin Bouygues, Olivier Bouygues et Mrs 

Francis Bouygues have family ties. The company 

is not aware of other family ties between 

Board members; 

> Potential conflicts of interest exist because 

some of the directors hold directorships in other 

companies. The list of directorships is given in 

the Board of Director's management report, on 

pages 158-166 of this Registration Document; 

> François Bertière, Yves Gabriel, Hervé Le Bouc, 

Nonce Paolini and Alain Pouyat are bound 

to the company by employment contracts. 

Sandra Nombret and Michèle Vilain are bound 

by employment contracts to Bouygues subsidiaries. 

As far as the company is aware, and subject to the 

contract between SCDM and Bouygues, none of 

the members of the Board of Directors is linked to 

the company or any of its subsidiaries by a contract 

providing for benefits. 

As far as the company is aware, there are no other 

potential conflicts of interest between the duties of 

any of the members of the Board of Directors with 

regard to the company and their private interests 

and/or other duties. 

Patricia Barbizet and François-Henri Pinault were 

initially selected as members of the Board of 

Directors pursuant to the shareholder agreement 

between SCDM and Artémis. This agreement terminated, 

however, on 24 May 2006. No other member 

of the Board of Directors has been selected 

pursuant to any agreement entered into with the 

company’s principal shareholders, its customers, 

suppliers or other persons. 

The Auditors' special report on regulated agreements 

and commitments (pages 290-294 of this 

Registration Document) details the agreements 

and commitments submitted to the Board of 

Directors for authorisation and on which directors 

abstained from voting because of ongoing or 

potential conflicts of interest. 

Judicial convictions 

As far as the company is aware, during the last 

five years, none of the members of the Board of 

Directors has been: 

> found guilty of fraud, incriminated or subjected 

to official public sanction by any statutory or 

regulatory body; 

> associated with any insolvency, compulsory 

administration or liquidation proceedings; 

> prevented by a court from acting as a member 

of an issuer’s administrative, management or 

supervisory body or from being involved in an 

issuer’s management or the conduct of its business. 

Restrictions agreed to by 

the members of the Board 

of Directors in relation to 

the sale of their shares in 

the company 

The by-laws stipulate that each director must hold 

at least ten shares in the company. The Rules of 

Procedure recommend that each director and nonvoting 

director own 500 shares in the company. 


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information 


Subject to the foregoing, the members of the Board 

of Directors have not agreed to any restriction in 

relation to the sale of their investment in the capital 

of the company, with the exception of the rules 

relating to the prevention of insider dealing. 

11 • BOARD COMMITTEES 

Committees are tasked by the Board of Directors 

with studying matters submitted for their review 

by the Board or its Chairman, as well as any 

matters that may be assigned to them by law. 

Four Committees have been set up since 1995: 

the Accounts Committee, the Remuneration 

Committee, the Selection Committee and the Ethics 

and Sponsorship Committee. 

Annexes to the Rules of Procedure, the content of 

which is indicated below, define the composition, 

remit and operating rules of the four committees. 

Corporate officers and salaried directors of the 

company cannot sit on the committees. The committees 

are chaired by independent directors within 

the meaning of the Afep/Medef Code. 

The Board determines the membership and remit 

of committees, which carry on their activities under 

the Board’s responsibility. The Board appoints 

committee members from among directors and 

non-voting directors, on the understanding that the 

Accounts Committee must consist only of directors. 

11.1 Accounts Committee 

Article L. 823-19 of the Commercial Code, arising 

from the Order of 8 December 2008, requires 

French listed companies to form, within the Board, 

a "specialised" committee tasked with overseeing 

matters relating to the preparation and audit of 

accounting and financial information. Bouygues 

had long anticipated this reform, setting up its 

Accounts Committee in 1995. 

The Rules of Procedure of the Accounts Committee 

were amended in March 2009 to incorporate clarifications 

provided by the aforementioned Order 

of 8 December 2008 and the recommendations 

in the Afep/Medef Code. They were amended in 

February 2012 to incorporate some of Bouygues’ 


In accordance with the law, the Accounts 

Committee acts under the responsibility of the 

Board of Directors. In the context of its role of 

overseeing matters relating to the preparation and 

audit of accounting and financial information, the 

Accounts Committee is tasked more specifically 

with overseeing the following: 

> The process for preparing financial information. 

This involves: 

• reviewing the parent company and consolidated 

financial statements at least two days 

before they are presented to the Board; 

• ensuring that the accounting methods used 

to draw up the financial statements are both 

relevant and consistent; 

• reviewing the internal control procedures for 

the preparation of the financial statements, in 

conjunction with the relevant internal departments 

and advisors; 

• reviewing any changes having a material 

impact on the financial statements; 

• reviewing the main accounting options, estimates 

and judgements made at year-end, 

as well as the main changes in the scope of 

consolidation; 

> The effectiveness of internal control and risk 

management systems; to this end, in particular: 

• reviewing once a year the key risks faced by 

the company, any changes in them and the 

arrangements put in place to manage them; 

• reviewing at least once a year the main 

accounting and financial risks faced by 

the company, any changes in them and the 

arrangements put in place to manage them; 

• getting the head of the Internal Audit department 

to present, at least once a year, the 

departmental organisation chart, along with 

the audit plan and a summary of the head’s 

reports and the action taken in light of his or 

her recommendations. 

> The audit of the parent company and consolidated 

financial statements by the statutory 

auditors; 

> The independence of the statutory auditors. This 

involves: 

• reviewing the breakdown of audit fees paid 

by the company and Group, and ensuring 

that they do not represent a proportion of the 

auditors’ revenue such that their independence 

may be impaired; 

• supervising the auditor selection and renewal 

procedure; making recommendations on 

statutory auditors proposed for appointment 

at general meetings. 

In addition to carrying out general and regular 

checks, the Committee selects specific topics 

for indepth review, such as the consequences of 

disposals or acquisitions. It checks the accounting 

treatment of the major risks incurred by Group 

companies, particularly country risk and, for 

example, at Bouygues Construction, risks involved 

in the execution of certain projects. The Committee 

pays particular attention to changes in accounting 

methods and to the main accounting options used 

to prepare the financial statements. 

The Accounts Committee issues all reports and 

recommendations in relation to the foregoing, 

both periodically when the financial statements are 

closed and as required by circumstances. 

The Accounts Committee reviews the Chairman’s 

draft report on internal control and risk management, 

and, if necessary, comments on this draft. 

The Accounts Committee has at least three members 

selected from among the members of the 

Board with the most financial and/or accounting 

experience. It does not include any Bouygues 

corporate officers or senior executives. At least two 

of its members, including the Committee Chairman, 

are independent directors within the meaning of the 


Recommendation of 15 February 2005. 

A director may not be appointed to the Bouygues 

Accounts Committee if he or she also serves as a 

director of a company where a Bouygues director 

is a member of an equivalent committee. 

Members of the Committee receive information 

on accounting, financial and operational matters 

specific to the company when they are appointed. 

Committee meetings are valid only if two members, 

including the Committee Chairman, are in attendance. 

The Committee meets at the initiative of its 

Chairman or at the request of the Chairman of the 

Board of Directors. It meets at least twice each year 

to review the first-half and full-year financial statements 

before they are submitted to the Board. The 

agenda is drawn up by the Committee Chairman. 

The opinions put forward by the Committee are 

based on a simple majority. In the event of a tie, 

the Chairman holds the casting vote. 

To carry out its duties, the Committee has access 

to all accounting and financial documents that it 

deems useful. It may also meet with the employees 


of the company in charge of the financial statements, 

cash management and internal audit, 

as well as with the external auditors without the 

company’s corporate officers being present. 

The Committee also has the option of consulting 

external experts, as provided for in the Afep/ 

Medef Code. 

The Committee may seek the views of the statutory 

auditors without a company representative being 

present, to ensure that they were given full access 

to information and that they have all the resources 

they need to fulfil their duties. The statutory auditors 

provide the Accounts Committee with a summary 

of their work and of the accounting options used 

in preparing the financial statements. 

When the financial statements are reviewed, the 

statutory auditors provide the Committee with a 

memorandum discussing the key issues regarding 

the consolidated Group, its results and the 

accounting options used. The Chief Financial 

Officer provides the Committee with a memorandum 

describing the company’s risk exposure and 

any material off-balance sheet commitments. 

Key recommendations made by the statutory auditors 

are covered by an action plan and monitoring 

procedures presented to the Accounts Committee 

and senior management at least once each year. 

The Committee reports on its work at the following 

meeting of the Board of Directors, and immediately 

informs the Board of any difficulties encountered. 

The Accounts Committee’s deliberations and the 

information provided to it are of a particularly confidential 

nature and must not be disclosed outside 

the Board of Directors. However, this rule does not 

impinge upon the financial reporting obligations 

incumbent upon listed companies. 

The current members of the Accounts Committee 

are Helman le Pas de Sécheval (Chairman), 

Patricia Barbizet and Georges Chodron de 

Courcel. Helman le Pas de Sécheval and Patricia 

Barbizet, are independent directors within the 

meaning of the Afep/Medef Code. Bouygues thus 

complies with the Afep/Medef recommendation 

according to which two thirds of the members of 

the accounts committee should be independent 

directors. 

It is hereby noted that Helman le Pas de Sécheval, 

Patricia Barbizet and Georges Chodron de Courcel 

have extensive financial skills. Specifically, Helman 

le Pas de Sécheval was head of the Corporate 

Finance and Disclosures department of the 

Commission des Opérations de Bourse (which 

became the AMF) and, having served as finance 

director of the Groupama group from November 

2001 to December 2009, was managing director 

of Groupama Centre-Atlantique until December 

2011. Patricia Barbizet held key financial positions 

at the Renault group and then at the PPR group, 

where she has been Vice-Chairman and director 

since 2005. Georges Chodron de Courcel has 

held significant financial responsibilities within 

the BNP Paribas group, where he has been Chief 

Operating Officer since 2003. 

Furthermore, until December 2009, Helman le Pas 

de Sécheval was Chairman of Groupama Private 

Equity’s Audit Committee and a member of the 

Audit Committee of Banque Finama; he chaired 

the Internal Control Committee and the oversight 

body of Groupama Assicurazioni until December 

2011. Patricia Barbizet is chair of the Appointments 

Committee and of the Strategy and Development 

Committee and a member of the Audit Committee 

and the Remuneration Committee of PPR; she is 

also a member of the Audit Committee of TF1 and 

chair of the Audit Committee of Total. Georges 

Chodron de Courcel is a member of Alstom’s 

Audit Committee and chair of Nexans’ Accounts 

Committee. 

11.2 Remuneration 

Committee 

The Remuneration Committee was formed in 

1996. In accordance with recommendations in 

the December 2008 Afep/Medef Code on the 

remuneration of executive directors and corporate 

officers of listed companies, it is responsible for: 

> submitting proposals to the Board of Directors 

concerning the remuneration to be paid to corporate 

officers as well as any benefits provided 

to them; 

> proposing and overseeing the rules used to 

determine the variable portion of corporate 

officers’ remuneration, and ensuring that the 

arrangements are consistent with their performance 

and with the company’s medium-term 

strategy; 

> proposing a standard stock option policy, 

stipulating in particular that no discount may 

be offered on options awarded to Group senior 

executives, and in particular corporate officers; 

> examining stock option plans available to 

corporate officers and employees; and making 

recommendations to the Board on whether the 

option plans should concern new or existing 

shares; 

> proposing remuneration and incentive arrangements 

for the Group’s senior executives; 

> where stock options or bonus shares are awarded 

to the Chairman, Chief Executive Officer or 

Deputy Chief Executive Officer, making recommendations 

on the number of shares resulting 

from the exercise of stock options or bonus 

share grants that the beneficiary is required to 

retain until the end of his or her term of office; 

> proposing the performance conditions applicable 

to the allocation and exercising of options 

awarded to the Chairman and Chief Executive 

Officer and/or the Deputy Chief Executive 

Officer; 

> submitting each year to the Board the draft of 

the report required by the Commercial Code 

concerning: 

• executive remuneration and benefits granted 

by the company and/or by the companies 

it controls within the meaning of Article 

L. 233-16 of the Commercial Code; 

• stock options granted to and exercised by 

corporate officers and the top ten grantees 

among the company’s employees; 

• stock options granted to and exercised by 

employees of companies in which Bouygues 

has a controlling interest. 

The Remuneration Committee must have at least 

two members. It is chaired by an independent 

director within the meaning of the Afep/Medef Code 

and the European Commission Recommendation 

of 15 February 2005. The Committee may not 

include corporate officers or senior executives of 

the company; it is mainly composed of independent 

directors as defined in the above texts. 

A director or non-voting director cannot be 

appointed to the Remuneration Committee if a corporate 

officer or salaried director of Bouygues is a 

member of an equivalent committee in a company 

in which the former director or non-voting director 

also serves as a corporate officer. 


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The Rules of Procedure stipulate that the 

Committee meets at the initiative of its Chairman 

or at the request of the Chairman of the Board of 

Directors. Committee meetings are valid only where 

two members, including the Committee Chairman, 

are in attendance. The agenda is drawn up by the 

Committee Chairman. 

The opinions made by the Remuneration Committee 

are based on a simple majority. Where only two 

members are in attendance at a Committee meeting, 

the Chairman has the casting vote. 

In the course of its work, the Committee may meet 

with the Chairman of the Board of Directors or any 

other person designated by the Chairman. 

The Committee reports on its work at the meeting 

of the Board of Directors. When the report on the 

work of the Remuneration Committee is presented 

to it, the Board of Directors deliberates with no 

executive directors present. 

The current members of the Committee are Pierre 

Barberis (Chairman) and Patricia Barbizet. Both 

are independent directors within the meaning of 

the Afep/Medef Code, representing 100% of the 

Committee’s members. 

11.3 Selection Committee 

The Selection Committee was formed in July 

1997. According to its Rules of Procedure, it is 

responsible for: 

> periodically reviewing issues related to the 

membership, organisation and operation of the 

Board of Directors in order to make proposals 

to the Board; 

> reviewing for this purpose: 

• applications for directorships and non-voting 

directorships, taking care to ensure that 

at least one third of Board members are 

independent directors within the meaning 

of the Afep/Medef Code and the European 

Commission Recommendation of 15 February 

2005; 

• plans to form analysis committees within the 

Board, and proposed lists of their remits and 

members; 

> giving an opinion on appointments to the Board 

and on membership renewals or dismissals of 

a director or an executive director presented to 

the Board; 

> considering solutions for replacing executive 

directors in the event of an unforeseen vacancy. 

The Selection Committee pays particular attention 

to the mix of skills, experience and knowledge 

of the Group businesses that each candidate 

will need to make an effective contribution to the 

Board’s work. 

The Selection Committee comprises two or three 

directors. It does not include any executive directors 

and consists mainly of independent directors 

within the meaning of the Afep/Medef Code and the 

European Recommendation of 15 February 2005. 

It is chaired by an independent director, within the 

meaning of this code. 

Committee meetings are valid only if two or more 

of its members, including its Chairman, are in 

attendance. The Committee meets at the initiative 

of its Chairman or at the request of the Chairman 

of the Board of Directors. The agenda is drawn up 

by the Committee Chairman. 

The Chairman of the Board of Directors is involved 

in the Committee’s proceedings. In the course of its 

work, the Committee may meet with any candidates 

it considers suitable for positions to be filled. 

The opinions made by the Selection Committee 

are based on a simple majority. Where only two 

members are in attendance at a Committee meeting, 

the Chairman has the casting vote. 

The Committee reports on its work at the following 

meeting of the Board of Directors. 

The Selection Committee’s current members are 

Jean Peyrelevade (Chairman) and François-Henri 

Pinault. They are both independent directors within 

the meaning of the Afep/Medef Code, representing 

100% of the Committee’s members. 

11.4 Ethics and Sponsorship 

Committee 

The Ethics and Sponsorship Committee, set up 

in March 2001, has the following responsibilities: 

> in the field of ethics, the Committee: 

• helps define the Code of Conduct or principles 

underpinning corporate behaviour applicable 

to senior management and employees 

alike; 

• makes recommendations or gives an opinion 

on initiatives aimed at promoting best practices 

in this area; 

• ensures compliance with the values and rules 

of conduct thus defined. 

> in the field of sponsorship, the Committee: 

• sets rules or makes recommendations for 

Bouygues’ corporate sponsorship policy; 

• gives its opinion to the Chairman of the Board 

on corporate sponsorship projects identified 

by Bouygues when they represent a significant 

financial investment; 

• ensures that its recommendations are implemented 

and that these projects are properly 

carried out. 

The Committee also gives the Board an opinion on 

the report on the social and environmental consequences 

of the company’s business, as required 

by Article L. 225-102-1 of the Commercial Code. 

The Ethics and Sponsorship Committee has to 

comprise two or three directors. It is chaired by 

an independent director within the meaning of the 


Recommendation of 15 February 2005. 

The Committee meets at the initiative of its 

Chairman or at the request of the Chairman of the 

Board of Directors. Committee meetings are valid 

only where two members, including the Committee 

Chairman, are in attendance. In the course of its 

work, the Committee may meet with the Chairman 

of the Board of Directors or any other person designated 

by him. The Committee reports on its work 

at the following meeting of the Board of Directors. 

The Committee’s current members are Lucien 

Douroux (Chairman) and François-Henri Pinault. 

Lucien Douroux and François-Henri Pinault are 

independent directors within the meaning of the 

Afep/Medef Code, representing 100% of the 

Committee’s members. 


12 • WORK OF THE 

BOARD AND ITS 

COMMITTEES IN 2011 

12.1 Work of the Board 

The Board of Directors met six times in 2011. The 

attendance rate was 93%. 

At its meeting on 1 March 2011 the Board reviewed 

business for FY2010, as well as the parent company 

and consolidated financial statements and 

the outlook and objectives for the Group and its 

business segments for FY2011. It examined the 

results of Alstom for the third quarter of FY2010/11. 

It reviewed the action taken by the Group with 

regard to workplace stress. It familiarised itself with 

the Accounts Committee’s report on the 2010 financial 

statements and the statutory auditors’ opinion. 

It closed the parent company financial statements, 

accounting and forecasting documents, the 

consolidated financial statements, the proposed 

appropriation of net profit, the management report 

and in particular, after hearing the Remuneration 

Committee’s report, the section on remuneration of 

corporate officers and the special report on stock 

options. It also signed off the description of the 

share buyback programme in the management 

report. It approved the Chairman’s report on corporate 

governance and internal control. 

After hearing the report of the Selection Committee, 

the Board examined the Committee’s membership 

in light of the issues of gender balance on the 

Board and director independence. It decided to 

ask the Annual General Meeting to reappoint four 

directors. 

It decided to convene a Combined Annual General 

Meeting for 21 April 2011. It agreed the agenda 

and prepared the draft resolutions to be submitted 

to the Combined Annual General Meeting, together 

with its report on those resolutions. 

At the same meeting, it renewed for one year 

the authority granted to Martin Bouygues and 

Olivier Bouygues to make decisions on issuing 

bonds. It empowered Martin Bouygues and Olivier 

Bouygues, also for one year, to decide on one or 

more public exchange offers on bond issues. It 

familiarised itself with a list of current agreements 

entered into by the company during the past year. 

It authorised a number of regulated agreements. 

The Board familiarised itself with the Remuneration 

Committee’s report concerning the variable portion 

of the remuneration of the two executive directors 

and four senior executives of business segments, 

remunerations and stock options granted in 2010, 

the Group’s remuneration policy in 2010. The 

Board also made recommendations with regard to 

policies for 2011. It voted in favour of these recommendations. 

It decided that, in future, stock options 

would be granted to the Group’s senior executives 

and employees in May at the Board meeting that 

closes the first-quarter financial statements. It also 

acknowledged that the complementary retirement 

benefit received by members of the Group 

Management Committee would remain capped at 

eight times the upper earnings limit for social security 

contributions (i.e. approximately €283,000). 

The Board updated its Rules of Procedure to clarify 

certain issues relating to the Accounts Committee, 

collate the ethical rules applicable to directors and 

non-voting directors in a special appendix, and 

stipulate that the Board would deliberate once a 

year on the company’s equal opportunities and 

pay policy. 

On 16 May, the Board reviewed the company’s 

business and financial statements to 31 March 

2011. It heard the Accounts Committee’s report 

and the statutory auditors’ opinion. It was informed 

of the Alstom group’s annual results and outlook. 

At the recommendation of the Remuneration 

Committee, it decided to establish a new stock 

option plan for the Group’s senior executives and 

employees, noting that Bouygues did not fulfil the 

conditions set by the Act of 3 December 2008 

for option grants to the executive directors. It 

approved the text of the press release. 

On 30 August, the Board reviewed the company’s 

business and financial statements to 30 June 

2011 as well as the outlook and objectives for 

FY2011. Having heard the opinions of the Accounts 

Committee and the statutory auditors, it closed the 

first-half financial statements and approved the 

Half-year financial review. It cancelled the shares 

repurchased by the company. It decided to launch 

a share tender repurchase offer for the company’s 

shares with a view to cancel them, and it convened 

an Extraordinary General Meeting on 10 October 

2011 to authorise the offer. It ratified the appointment 

of Ricol Lasteyrie as the firm of independent 

experts charged by the company with determining 

whether the terms of the buyback were fair. It 

renewed the authority granted to the Chairman 

and Chief Executive Officer to give guarantees, 

endorsements and sureties. It heard the report of 

the Ethics and Sponsorship Committee. It authorised 

a number of regulated agreements. And it 

approved the text of the press release. 

On 20 September the Board heard the report 

prepared by Ricol Lasteyrie; it appointed the presenting 

banks; it issued a reasoned opinion on the 

share repurchase tender offer; it approved the draft 

offer document; it authorised pledges in favour of 

the presenting banks; it authorised the filing of the 

offer and approved the text of the press release. 

On 15 November, the Board reviewed the company’s 

business and financial statements to 

30 September 2011 and the estimates of sales 

and earnings for the year. It heard the Accounts 

Committee’s report. It was informed of Alstom’s 

sales and earnings for the first half of FY2010/2011, 

as well as its outlook for the second half. It reduced 

the share capital further to the repurchase tender 

offer and made the necessary adjustments to the 

company savings schemes and stock option plans. 

It authorised a number of regulated agreements. 

And it approved the text of the press release. 

On 6 December the Board of Directors examined 

and approved the strategic priorities for the Group 

and its business segments, the three-year business 

plans and the financing policy of the five 

business segments. It familiarised itself with the 

mapping of the Group’s major risks. It carried out 

a formal assessment of the Board’s membership 

and operation. It considered company policy on 

equal opportunities and pay. It decided to renew 

its tax election option. It authorised a number of 

regulated agreements. It approved the text of the 

press release. 

12.2 Work of the Accounts 

Committee 

The Accounts Committee met five times in 2011. 

The attendance rate was 93.33%. 

The Accounts Committee reviewed, at least two 

days before they were presented to the Board, the 

quarterly, first-half and full-year parent company 

and consolidated financial statements, the draft 

Half-year financial review and corresponding 

draft press releases and the section of the draft 


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Chairman’s report on internal control and risk 

management procedures. It also reviewed, among 

other things, the following subjects: 

> mapping of the Group’s major risks; 

> accounting standards and rules applied by the 

Group; 

> oversight of the legal audit of the financial statements 

by the statutory auditors; 

> the Group’s cash position; 

> creation of the Group Internal Control and Audit 

department; 

> scrutiny of internal control arrangements in each 

business segment; 

> review of the audit plan; 

> examination of provisioning by business segment 

and type of provision; 

> analysis of goodwill; 

> the Bouygues Confiance 5 employee share 

ownership plan; 

> impairment testing of Bouygues’ shareholdings 

in Alstom and TF1; 

> Bouygues Construction: the Miami, Gautrain, 

Flamanville and Chernobyl worksites; worksites 

in Turkmenistan and Congo; 

> Bouygues Immobilier: legal dispute concerning 

Saint-Malo; rental of the Farman building; hedging 

of currency risk on Poland; 

> Colas: situation of the subsidiaries and some 

worksites in central Europe; a complaint in 

Belgium; an acquisition in Mauritius; French 

competition authority ruling against a subsidiary; 

> TF1: disposal of 1001 Listes, Eurosport Bet, SES; 

termination of the Carré VIP show; analysis of 

shareholdings in Groupe AB and Métro; 

> Bouygues Telecom: decision not to pass on the 

VAT hike; issue involving the rights collection 

agency Sacem; accounting treatment of the 

agreement with SFR to deploy optical fibre 

cable; off-balance sheet commitments; 

> calculation of Alstom’s contribution to the 

Group’s results. 

In the course of its duties, the Accounts Committee 

interviewed the Group’s CFO (regarding the 

company’s material risks and off-balance sheet 

commitments), the Accounts and Audit Director 

and the statutory auditors, without senior executives 

present. 

12.3 Work of the 

Remuneration Committee 

The Remuneration Committee met twice in 2011. 

The attendance rate was 100%. It analysed the 

remuneration and stock options granted to corporate 

officers and suggested a number of criteria 

for calculating the variable portion of executive 

remuneration. It made proposals concerning the 

length of time that corporate officers should hold 

a percentage of their option shares; it reviewed the 

Group’s remuneration policy. It made proposals 

for determining the remuneration of senior executives 

and suggested clarifying the procedures for 

awarding the variable portion of the remuneration 

package. It examined the conditions in which 

senior executives received complementary 

retirement benefit. At its meeting in March 2011, 

it recommended that no new option plan be set 

up and that, in future, this decision should be 

postponed until the Board meeting that closes the 

first-quarter financial statements; at the May 2011 

Board meeting, the Committee recommended 

setting up a new option plan and proposed that 

options not be granted to the executive directors. 

Precise information is provided below in the report 

on stock options. 

The Committee also examined and put to the Board 

reports on the remuneration of corporate officers 

and the grant and exercise of stock options during 

the year. The Committee took care to ensure that 

these reports complied with the Afep/Medef and 

AMF presentation guidelines. It reviewed information 

on executive remuneration included in the 

Chairman’s report. 

12.4 Work of the Selection 

Committee 

The Selection Committee met once in the year, in 

February 2011. The attendance rate was 100%. 

In February 2011, after examining the Board’s 

membership and checking the gender balance, 

the Selection Committee gave a positive opinion on 

the reappointment as directors of Patricia Barbizet, 

Hervé Le Bouc, Helman le Pas de Sécheval and 

Nonce Paolini. 

The Committee confirmed that Pierre Barberis, 

Patricia Barbizet, Lucien Douroux, Helman le Pas 

de Sécheval, Colette Lewiner, Jean Peyrelevade 

and François-Henri Pinault were independent 

directors. It reviewed the "Corporate governance" 

section of the draft Chairman’s report. 

12.5 Work of the Ethics and 

Sponsorship Committee 

The Ethics and Sponsorship Committee met three 

times in 2011. The attendance rate was 100%. 

In the corporate sponsorship area, after reviewing 

numerous projects proposed to Bouygues, 

the Committee gave a favourable opinion on the 

commencement or continuation of 33 corporate 

sponsorship initiatives of a humanitarian, medical, 

social and cultural nature. The main corporate 

sponsorship activities are described in the 

Corporate, social and environmental responsibility 

and Business activity and CSR sections of this 

Registration Document. 

The Committee gave particular attention to the 

activities of the Francis Bouygues Foundation, 

which grants scholarships to students from disadvantaged 

backgrounds. 

In the field of ethics, the Committee also kept itself 

informed of the most important legal cases, which 

relate to events dating from the early 1990s. The 

only important matters pending are two civil actions 

for damages for alleged anti-competitive behaviour. 

One concerns schools in the Paris region, the 

other an affair involving Colas subsidiaries in the 

Seine-Maritime département. 

The Committee also kept abreast of various issues 

concerning employment law. It was consulted on 

the ethics-related recommendations and rules put 

in place by the Group. The Committee focused 

attention mainly on the measures to prevent misconduct 

related to sales agents or intermediaries 

and on others to avoid anti-competitive practices 

and corruption. The Committee gave a favourable 

opinion for an update of the Group’s Code of Ethics 

to take account of statutory and regulatory developments 

as well as new incentives put forward by 

credit rating agencies and other organisations. 


In case of internal fraud or misconduct, the 

Committee is informed about any measures taken 

or penalties imposed. 

13 • ASSESSMENT 

OF THE BOARD OF 

DIRECTORS 

The Board’s Rules of Procedure stipulate that 

the Board should periodically assess its ability to 

meet shareholders’ expectations by reviewing its 

membership, organisation and operation, and by 

undertaking a similar review of Board committees. 

Once a year, the Board devotes an item on the 

agenda of one of its meetings to assessing its 

own operations. 

This formal assessment is intended to: 

> take stock of the operating methods of the Board 

and its committees; 

> ensure that important issues are properly prepared 

and debated. 

Shareholders are informed every year, in the 

Registration Document, of the completion of this 

assessment, together with any action to be taken 

as a result. 

The Rules of Procedure stipulate that external 

directors (who are neither executive directors nor 

salaried directors) are completely free to meet 

periodically, in particular to assess executive 

performance and consider future management 

arrangements. 

Pursuant to these provisions, on 6 December 

2011, the Board of Directors devoted an item on 

its agenda to a discussion of its organisation and 

operations. As in previous years, this assessment 

was of a formal nature: a detailed questionnaire 

and a memorandum on the Board’s operations 

had been sent in advance by the Chairman 

and Chief Executive Officer to directors and the 

non-voting director to enable them to prepare 

for this discussion. The questionnaire included 

both closed questions, intended to accurately 

categorise responses, and open questions, giving 

directors the opportunity to qualify and explain 

their responses. Supplemental questionnaires had 

been sent to the members of each committee. In 

accordance with a suggestion put forward at a 

previous assessment, it was proposed that those 

directors who so wished could hold a discussion 

with the Group’s Corporate Secretary with a view to 

optimising preparations for the meeting. 

In all, 15 written responses to the questionnaire 

were received, a response rate of 83%. 

These responses, most of which were anonymous, 

were reviewed by the Corporate Secretary and 

compared with those from previous years in order 

to measure progress. 

In their responses and the discussion that took 

place on 6 December 2011, members expressed 

positive or very positive views on the composition, 

organisation and operation of the Board and its 

committees. 

The Board considers its membership to be balanced 

given the presence of representatives of 

major shareholders, executives from each of the 

business segments, industry leaders, and individuals 

with skills in accounting and finance. 

It was unanimously agreed that, although high, the 

number of directors was appropriate, especially 

in view of the diversity of the Group’s business 

segments. 

All the directors believe that the proportion of 

independent directors (39%) is satisfactory, since 

the Group has a principal shareholder. 

Most directors want to pursue efforts already 

made to increase the presence of women on the 

Board. By contrast, most of them do not consider 

it essential to increase the diversity of member 

profiles. And the majority of directors think there is 

no point bringing foreign directors onto the Board. 

The quality of information provided to directors 

on most subjects was judged highly satisfactory. 

In line with the wishes expressed during previous 

assessments, further improvements have been 

made to reporting in several areas, notably business 

activity, competition and competitors, corporate 

sponsorship, financing and cash position, 

financial statements and results, audit and internal 

control, risk mapping, and ongoing legal disputes. 

Some directors believe that information could be 

improved in other areas, such as R&D. 

The directors appreciate the quality of dialogue 

with one another and with the senior management 

team; they also appreciate the freedom of expression 

they enjoy during meetings. Furthermore, 

they praise the senior executives’ availability and 

responsiveness with regard to requests for additional 

information. 

The directors stress the high standard of work done 

by the Accounts Committee and the Remuneration 

Committee. They note that the reports of the Ethics 

and Sponsorship Committee have improved, as 

requested during previous assessments. 

Most of the directors still see little point in having 

the Board assessed by an external body. 

Finally the Board decided once again not to apply 

the Afep/Medef recommendation that the actual 

contribution of each director should be measured 

when conducting the annual review of the Board’s 

work (see page 169). 

14 • PRINCIPLES AND 

RULES APPLICABLE TO 

THE REMUNERATION OF 

CORPORATE OFFICERS 

The corresponding information is set out in the 

Board of Director's reports on the remuneration 

of corporate officers and stock options granted 

on pages 190-198 of this Registration Document. 

15 • SHAREHOLDER 

PARTICIPATION IN 

ANNUAL GENERAL 

MEETINGS 

Specific arrangements for shareholder participation 

in Annual General Meetings and, in particular, 

the conditions under which double voting rights 

are granted to shareholders holding shares in 

registered form for over two years, are set out on 

page 210 of this Registration Document. 

16 • FACTORS LIKELY TO 

HAVE AN IMPACT ON ANY 

PUBLIC TENDER OFFER 

PRICE 

The information covered by Article L. 225-100-3 of 

the Commercial Code is published in the management 

report on pages 211-212 of this Registration 

Document. 


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17 • INTERNAL CONTROL 

AND RISK MANAGEMENT 

PROCEDURES 

17.1 Introduction 

Bouygues and its subsidiaries are acutely aware 

of the importance of internal control and risk 

management, which are processes that help give 

reasonable assurance that the Group’s principal 

objectives are being achieved. 

Risk management has always been an essential 

part of the Group’s corporate culture. It is a key 

concern of the Group's managers and is based on 

internal control procedures inspired by principles 

that have been applied across the Group’s business 

segments for many years. Compliance with 

business ethics is one of the basic objectives of 

these procedures. 

Internal control and risk management bodies and 

procedures thus play a part in identifying, preventing 

and managing the main risk factors that could 

hinder the Group in achieving its objectives. 

Like any control and risk management system, 

however, the system set up by Bouygues cannot 

provide a cast-iron guarantee of the Group’s ability 

to reach its goals. 

While the aim of internal control is to ensure that the 

instructions and guidelines set by senior management 

are applied, the process is also intended to 

ensure that the way in which the Group is managed 

and conducts its business, and the behaviour of 

staff, comply with regulations and with the regulations, 

ethics, rules and principles that Bouygues 

wishes to apply within the Group. 

Internal control plays its primary role in operations, 

and risk management is deeply embedded in key 

processes of the Group’s business segments, for 

which internal control aims to ensure the smooth 

operation. 

Given the potential importance of the quality and 

reliability of the Group’s accounting and financial 

information, internal control is also widely applied 

in accounting and financial matters. 

The purpose of the risk management system is 

to safeguard the value, assets and reputation of 

the company while buttressing its processes and 

decision-making arrangements. The system helps 

people act in a way that is consistent with the 

company’s values and to unite employees behind 

a shared view of the main risks. 

The scope of this report covers the Bouygues 

group (parent company, Bouygues Construction, 

Bouygues Immobilier, Colas, TF1 and Bouygues 

Telecom). 

17.2 Bouygues group 

internal control and risk 

management 

The Bouygues group’s system of risk management 

and internal control is based on the reference 

framework published by the AMF. 

This system was updated in 2010 after the framework 

was revised to accommodate changes in 

laws and regulations on risk management as well 

as the AMF recommendation on audit committees. 

The Bouygues system covers the general principles 

of internal control and risk management, 

on the one hand, and internal control principles 

relating to accounting and finance, on the other. 

The main objectives are to: 

> formalise the Group’s key internal control principles; 

> better identify common best practices across 

its business segments; 

> develop a consistent approach to major issues 

affecting the entire Group. 

Each business segment further developed this 

Group approach by analysing the specific aspects 

of its own internal control procedures and supplementing 

the Group-wide procedures with principles 

specifically related to its own activities. 

The procedures include a "Risk management principles 

and method" component, which describes 

the approach to be used in the Group to: 

> identify and monitor major risks; 

> pass knowledge from one generation to another 

(experience). 

This approach encompasses the various key 

stages of risk management: identification, classification, 

assessment, prioritisation, handling, 

reporting and communication. 

A series of key principles have been defined for 

each stage for which the concept has been precisely 

defined. Taken as a whole, these principles 

make up the Group procedure for managing risks. 

Every year, each business segment presents its risk 

map based on the above principles to its Accounts 

Committee and its Board. A map of Group-wide 

risks, derived from the segments’ maps, is then 

presented to the Accounts Committee and subsequently 

to the Bouygues Board. 

The procedure also includes a "Permanent 

oversight of internal control" component, which 

describes in particular the method for self-assessing 


Using this method, the business segments continued 

to assess the extent to which these internal 

control principles were being applied in 2011. 

At Colas, a new assessment was done in 2011 at 

each regional subsidiary in France and in each 

international subsidiary, a total of 65 subsidiaries 

in all. In this 2011 campaign, the assessment once 

again focused in particular on the operational units 

and covered about 100 principles. Action plans 

were put in place for principles that were assessed 

as sub-par. 

This third self-assessment campaign showed that 

the internal control principles had been properly 

applied, that operations were broadly under 

control and that stakeholders were aware of their 

responsibilities. 

At Bouygues Telecom, the 2011 self-assessment 

campaign had an even broader scope, encompassing 

not just the company itself but also its 

subsidiaries RCBT and Extenso Telecom. The 

campaign concerned the full internal control reference 

manual, i.e. all joint and business-specific 

principles. 

The 2011 campaign at Bouygues Construction 

focused on a broader swathe of support and 

operational functions, with more than 90 entities 

involved. Some 14 topics were selected (each of 

the eight major entities was allowed to add extra 

topics) and then assessed by all the entities. Once 

the summaries had been presented, each major 

entity drew up action plans to be implemented or 

taken forward. 

At Bouygues Immobilier, the 2011 self-assessment 

campaign concerned almost all the Residential 

Property operational departments as regards 

business-specific principles. For the France 

and Europe subsidiaries, all the principles were 

assessed. For the corporate departments, the 


focus was on monitoring the action plans decided 

on in 2009 and 2010. 

At TF1, the 2011 campaign looked mainly at the 

principles specific to the TF1 group, including all 

its entities. 

In each business, a summary of the assessments 

made in the 2011 campaign was presented to the 

Accounts Committee of the business segment’s 

lead company. 

In addition, the Group IT tool for assessing internal 

control was installed in all the business segments 

in July 2011. 

17.3 General internal 

control environment 

The parent company and the senior executives 

of the Group strive to create an environment that 

promotes awareness of the need for internal control 

among Group employees. The same applies to 

the parent companies of the business segments. 

That determination was further reflected in the 

Group Conference on Internal Control and Risk 

Management, organised on 19 January 2012 

and attended by the principal managers involved 

in this process. During the conference, which 

served as an interim review, the Group's senior 

management once again stressed that the internal 

control approach ought to be implemented with 

ever greater effectiveness throughout the Group. 

They said that risk management needed to be 

increasingly hands-on so that it could make a truly 

significant contribution to the smooth organisation 

and management of the Group. 

More generally, Group senior management’s desire 

to promote the general internal control environment 

is expressed in various areas and notably employee 

behaviour and respect for ethics. The Chairman 

and Chief Executive Officer regularly issues strong 

messages to the Group’s senior executives about 

the need for impeccable conduct in every respect, 

which means both complying with prevailing laws 

and regulations and observing the Group’s own 

ethics and values. 

He does so firstly at Group Management Meetings, 

which are attended once a quarter by the Group’s 

top managers (about 450 people), and also 

through the Bouygues Management Institute (IMB), 

which organises regular seminars on Development 

of Bouygues Values, designed to raise awareness 

among top management of the need to comply 

in all circumstances with laws and regulations 

and with the ethical rules that form the basis of 

the Group’s mindset. The Chairman and Chief 

Executive Officer of Bouygues and other members 

of the company’s senior management always 

speak at these seminars. 

From time to time, the Group’s Corporate Secretary 

organises executive seminars designed more 

specifically to remind participants of the regulations 

that apply in various areas and how they tie 

in with legal problems encountered by the business 

segments. 

These efforts are taken up and amplified in the 

business segments. At Bouygues Construction, 

for example, the management committees of all 

the entities as well as the top managers of the 

holding company – 140 people in all – followed a 

special training programme as part of the ethics 

policy. In 2011 at Colas, 400 employees attended 

day-long training sessions in ethics and managerial 

accountability. 

The Board of Directors of Bouygues has formed 

an Ethics and Sponsorship Committee. Detailed 

information on the committee and what it does 

can be found in section of the report devoted to 

corporate governance. 

The Bouygues group also has a Code of Ethics that 

lays down the essential values to which the Group 

and its employees are expected to adhere in the 

workplace. The existence of this code contributes 

to achieving the objective of better conduct and is 

intended to help staff make decisions in real situations 

by reference to clear and precise principles. 

This momentum is continuing, with each business 

segment appointing an Ethics Officer and 

the Boards of Directors of most business segments 

(Bouygues Immobilier, Bouygues Telecom, 

Bouygues Construction and Colas) creating Ethics 

Committees. 

The Bouygues group has implemented a whistleblowing 

procedure so that employees can report 

infringements of ethical principles. 

The procedure has been brought into line with the 

recommendations of the French data protection 

authority, Cnil. In accordance with the European 

Commission Recommendation of 15 February 

2005 on the role of directors, the procedure 

operates under the supervision of the Ethics and 

Sponsorship Committee of the Board of Directors. 

Maintaining a high level of competence among 

Bouygues group employees is also one of the 

parent company’s aims, since it helps to create 

an environment favourable to internal control. 

Bouygues therefore takes a proactive approach to 

staff training, while seeking to secure the loyalty of 

its senior employees. This will preserve a level of 

experience and knowledge in the company that 

will enable the Group’s culture and values to be 

passed on. 

More generally, the philosophy that the parent 

company wishes its business segments to share is 

that of a group whose senior executives are close 

to their key employees and whose management 

practices are transparent, prudent and rigorous. 

These principles are formulated at Management 

Committee level and passed on to business segments 

at all levels (Board of Directors, senior management 

and management committee). Strategic 

decisions taken by the Group at the highest level 

are consistently inspired by this philosophy and 

serve as a benchmark for each business segment. 

The parent company also plays a leading role in 

human resources management policy at Group 

level. 

The Senior Vice-President, Human Resources and 

Administration chairs and coordinates the Group 

Human Resources Committee, an essential link in 

passing on the Group’s values. 

The Group’s Human Resources Charter helps to 

spread the Group’s culture by reminding everyone 

that the company’s development is primarily 

dependent on employees. 


4 


information 


17.4 Objectives/ 

management cycle 

The purpose of introducing internal control procedures 

is to help the Group achieve its objectives 

by taking into consideration the risks to which it 

is exposed. 

The Group’s general objectives are defined through 

the management cycle, a process which enables 

the Group’s senior management to participate early 

on in determining the strategies of each business 

segment, to approve their business plans prepared 

in the context of that strategic framework, and then 

to monitor the gradual achievement of objectives 

in the course of the year. 

The principles of the management cycle are 

directly applicable in all Group entities, thus 

ensuring that the Group as a whole has a solid and 

coherent structure. 

This iterative process enables the Group’s senior 

management to ensure at all times that objectives 

are consistent with strategies, monitor any discrepancies 

between results and objectives, and 

anticipate remedial action to be taken at Group or 

business segment level (financing requirements, 

redefinition of priorities, etc.). 

Another aim is to provide the Group’s senior management 

and the Bouygues Board of Directors 

with all the information necessary for them to 

make decisions. 

The key members of the parent company’s senior 

management team sit on the Boards of the lead 

companies of the Group’s business segments, and 

it is those Boards that decide on strategic priorities 

and business plans. 

17.4.1 Strategic plan and business plan 

Each business segment defines its own strategic 

plan for the medium term (three years) taking into 

account the Group’s general strategy and its own 

particular characteristics. The strategic plan is presented 

to the Group’s senior management by the 

senior management of each business segment in 

May/June and to the Bouygues Board of Directors 

in December. 

The resulting action plans form the basis of the 

three-year business plans, and these are presented 

to the Group’s senior management by the 

senior management of each business segment in 

November and to the Bouygues Board of Directors 

in December. 

Business plans are adjusted in April to take 

account of the financial statements for the previous 

financial year and of any significant developments 

affecting the initial plan. 

17.4.2 Annual plan 

In the December business plan, the first year is 

described in the greatest detail and represents 

a commitment by each business segment to the 

Group’s senior management. This is known as the 

annual plan. 

An initial review of progress (or update) of the 

annual plan for the current year takes place in May/ 

June, when the strategic plan is presented to the 

Group’s senior management. 

A second update takes place in November and is 

incorporated into the new business plan. 

17.5 Organisation – 

Key players 

Senior management 

Senior management teams are responsible for 

managing internal control arrangements as a 

whole, defining strategic priorities and ensuring 

that internal control and risk management procedures 

are designed and implemented in a manner 

appropriate to each company’s development. 

Accounts committees 

The characteristics and responsibilities of the 

Bouygues Accounts Committee are set out in the 

Corporate Governance section of this report. Each 

business segment’s Board of Directors has formed 

an Accounts Committee with similar responsibilities 

to those of the Bouygues Accounts Committee. In 

particular, these include monitoring the effectiveness 

of internal control and risk management 

systems. The business segments’ Accounts 

Committees review the programmes and findings 

of internal audits as well as the risk mapping exercises. 

Consequently, the Accounts Committee is 

a key component in the internal control and risk 

management mechanism. 

Internal control departments 

The parent company created a Group Internal 

Control and Audit department in 2010. The 

department will play a major role in developing 

the Group’s internal control policy. The Group 

Internal Control and Audit department is charged 

in particular with: 

> directing up the Group's internal control and 

audit functions; 

> coordinating the business segments' internal 

control, risk management and audit activities; 

The business segments are gradually putting in 

place an organisational structure dedicated to 

internal control. Generally, the bodies that are set 

up are mainly in charge of assessment campaigns 

and risk mapping. They sometimes take on more 

overarching responsibilities in relation to internal 

control procedures. 

The Bouygues Construction holding company 

directs internal control and receives support in 

rolling out the approach mainly from support sectors. 

Each entity has nominated an internal control 

correspondent, who serves as the operational 

contact point. This role is generally performed by 

the subsidiary’s Corporate Secretary. 

Bouygues Telecom has put in place a businesswide 

risk management process that is embedded 

in the company’s normal business cycle. A risk 

manager is responsible for the process, assisted 

by 22 risk correspondents who represent the 

organisation’s main departments and whose main 

task is to collate and assess risk. Risk correspondents 

and a validation group make sure that the 

overall system and its development are coherent. 

A report is submitted every four months to senior 

management. Furthermore, a presentation is made 

twice a year to the Accounts Committee and once 

a year to the Board of Directors. 

At TF1, the internal control approach is directed 

by the internal control manager, who reports 

to the Financial Control and Strategic Planning 

department. Risk Committees have been set up 

within operating entities, and each entity has a 

risk correspondent. There is also a Support Risk 

Committee, which deals with issues falling within 

the scope of support divisions. 

At Bouygues Immobilier, the Internal Control 

department is in charge of maintaining and 


developing all processes and procedures, risk 

mapping with assistance from the relevant bodies 

and managers, organisation, and direction of the 

self-assessment procedure, including the monitoring 

of action plans. 

At Colas, a manager reporting to the Corporate 

Secretary and working with the correspondents 

in the subsidiaries organises and directs internal 

control at the parent company level. 

Corporate Secretary – 

Legal Affairs departments 

The Group’s Corporate Secretary monitors matters 

with significant legal implications for the Group. 

In this context, the Group’s Corporate Secretary 

may occasionally become involved alongside the 

business segments in handling major disputes or 

matters having an impact at Group level. 

Bouygues’ Corporate Secretary chairs the Group’s 

legal committee, which is made up of the legal 

affairs directors of the business segments. He 

thus coordinates and supervises all the Group’s 

legal affairs. 

The Corporate Secretary is also the Group Ethics 

Officer. 

Within the business segments, the legal affairs 

departments, and more generally the support 

departments, play a major role in preventing and 

dealing with risks. They are sometimes directly 

involved in the internal control process (this is the 

case, for example, at Bouygues Construction). 

Risk and Insurance departments 

The Group Risk and Insurance department 

provides assistance, advice and support to the 

Group’s subsidiaries. It also has a role in risk 

management. 

Based on its comprehensive overview of the 

business segments' guidelines on insurance, the 

Group’s Risk and Insurance department takes out 

Group-wide insurance policies to supplement the 

insurance taken out at business segment level. 

It ensures that subsidiaries are insured with topranking 

companies and that the terms of their 

policies (coverage, deductibles and premiums) 

are consistent with their risk exposure. 

The Risk and Insurance departments of the business 

segments make a vital contribution to risk 

management. 

Management control 

The management control system is organised such 

that no Group company escapes the control process. 

Any company not controlled by the business 

segments is controlled by the parent company. 

The principles governing operational relations 

between the parent company and the business 

segments have been summarised in a regularly 

updated document drawn up by the Group 

Strategy and Development department. This 

document serves as a guideline for all the business 

segments. 

Group reporting 

The parent company systematically controls subsidiaries’ 

financial management through an annual 

plan (including updates) and sets of monthly 

indicators. The indicators are sent directly to the 

Group’s senior management and centralised by 

the Group Strategy and Development department, 

which plays a pivotal role in the Group’s management 

control mechanism. 

The monthly indicators provided to the parent 

company are the same as those prepared by each 

business segment for its own senior management. 

Every quarter, interim financial statements are 

produced and consolidated at Group level. 

The management cycle and control and reporting 

procedures thus provide a regular flow of information 

and ensure ongoing dialogue with the business 

segments. Plans can be adjusted and the parent 

company is always in a position to control the 

management of its subsidiaries and intervene in 

advance of strategic decisions. 

Business segment reporting 

In the business segments, management control is 

also carried out according to the same principles 

through the specifically assigned departments 

and dedicated information systems that have been 

put in place. 

At TF1, for example, the process is decentralised. 

It is handled by each structure and coordinated 

by the Group's Financial Control and Strategic 

Planning department. A system of rolling forecasts 

was introduced in 2009 so that the accounting 

impacts of ongoing projects and events could 

be updated on a monthly basis. Once a month 

each structure prepares a reporting schedule 

comprising a monthly statement, a year-end 

forecast and key performance indicators. On this 

basis the Financial Control and Strategic Planning 

department draws up a consolidated reporting 

schedule for the group and presents it to senior 

management. 

Cash management and finance 

The Group Cash Management and Finance department 

at the parent company defines and monitors 

the application of sound financial management 

principles at Group level. Its role is both to direct 

and to coordinate. 

The operating principles mainly concern the 

Bouygues Relais and Uniservice cash management 

centres, managed at parent company level, 

and at the business segments' own cash management 

centres. They also apply to the financing of 

subsidiaries. 

The fundamental rules of prudent management 

relate in particular to internal security (two signatures 

for payments, etc.), external security 

(secure cheques, payment by promissory note, 

etc.), liquidity (confirmed credit facilities, investment 

of cash surpluses, etc.), counterparty quality, 

legal documentation for loan agreements and the 

assessment and hedging, where necessary, of 

exchange rate risk. 

Internal audit 

Internal audit is an analytical and monitoring tool 

that plays a key role in risk management. 

Each business segment has a structured Internal 

Audit department carrying out tasks in a broad 

range of areas. 

The Group's internal audit charter stresses that the 

main tasks of internal audit are to provide senior 

management with reasonable assurance that the 

organisational and management principles and the 

internal control and risk management systems are 

both reliable and effective. Internal audit assesses: 

> the identification and control of risks based on 

an analysis of key issues; 

> effectiveness of risk management and internal 

control systems and implementation of action 

plans; 

> the control and efficiency of operational and 

support processes; 


4 


information 


> the integrity, reliability, completeness, traceability 

and protection of information produced 

for accounting, financial and management 

purposes. 

At parent company level, the newly-formed Group 

Internal Control and Audit department combines 

both functions, coordinating the internal audit 

function at Group level and performing internal 

audit assignments at the request of Bouygues’ 

senior management. The Group thus has around 

45 auditors. 

17.6 Internal control 

and risk management 

procedures 

Specific risks may differ considerably depending 

on the business segment concerned. For example, 

they may relate to regulation (TF1, Bouygues 

Telecom), technology (TF1 and Bouygues 

Telecom), competition (Bouygues Telecom), the 

environment (Bouygues Immobilier and Colas), 

country risk or risks involved in major projects 

(Bouygues Construction) (see the Risk factors 

section of this Registration Document). 

The business segments have thus set up formalised 

and appropriate procedures aligned with the 

nature of risks in order to ensure better control. 

17.6.1 Bouygues Construction 

At Bouygues Construction, risk management is fully 

integrated in to the company’s processes: strict 

procedures apply to the selection and submission 

of tenders, which are considered by formal 

Commitment Committees in light of the risks arising 

on each contract. Depending on the level of financial 

commitments, the cost of work or the technical 

challenges involved, Bouygues Construction's enti- 

ties are required to make an application to request 

the agreement of Bouygues Construction's senior 

management. Financial, legal affairs and technical 

teams are involved before projects are launched. 

The financial risk curve is monitored on an ongoing 

basis for major contracts. The management 

control function has the resources and authority 

to track the results of each construction project 

every month and to flag any discrepancies with 

budgeted figures. 

17.6.2 Bouygues Immobilier 

Bouygues Immobilier has an internal procedures 

manual that is updated on a regular basis. 

Particular attention is paid to the land acquisition 

commitment process (promises to sell/purchase, 

acquisition) and the start of works. 

A meeting of the Commitments Committee must 

be held before any deed is signed with a view 

to acquiring land (or buildings). All decisions to 

acquire land are strictly controlled. 

Furthermore, the company has strengthened its 

environmental risk prevention policy in connection 

with land purchases. 

The company could also be implicated by its 

customers if the properties it sells were found to 

be poorly constructed. Under the terms of its performance 

guarantee, Bouygues Immobilier calls on 

external companies to address any reservations as 

quickly as possible. It is also careful to ensure that 

all involved parties (contractors, engineering consultants, 

technical design firms, etc.) scrupulously 

comply with ten-year insurance requirements. 

17.6.3 Colas 

Financial and accounting risks have always been 

managed by reference to clearly defined principles 

and procedures within the Colas group. Risk management 

is mainly based on preventive measures 

and insurance cover. 

Despite a very strong culture of decentralisation, 

arrangements exist for the control of commitments 

both in terms of commercial commitments (projects 

are submitted to Contract Committees) and in 

terms of external growth or property acquisitions, 

which must be presented for prior agreement to the 

senior management of Colas and, in some cases, 

to its Board of Directors. 

Furthermore, contracts generating sales in excess 

of €20 million on completion are monitored on a 

quarterly basis by the Accounts Committee. 

17.6.4 TF1 

A procedure for identifying major risks has been 

launched by TF1, with a view to establishing a 

decision-making procedure in crisis situations. 

This resulted in the "Réagir" committee, whose 

objective, linked to business continuity, is to build 

and update a model of mission-critical processes. 

The "Réagir" committee monitors and forestalls 

the major risks associated with the TF1 group’s 

mission-critical processes. It also updates and 

adds to the various procedures. 

Particular attention is given to the purchasing 

process, which can result in substantial commitments 

(for example, in the case of contracts for the 

purchase of rights). These contracts are subject to 

a specific validation procedure involving various 

departments and sometimes senior management, 

depending on the amount of the commitment and 

the nature of the contract concerned. 

At TF1, the important role of the following must 

be underlined: 

> the Technical and Information Systems department, 

which is responsible for making some of 

the channels shows, programme broadcasting, 

broadcasting networks and IT systems. The 

department also guarantees the channel's 

security and works to formally document an 

information security policy and establish security 

standards across the TF1 group; 

> the TF1 Programme department, which ensures 

that programmes are compliant and that the 

channel’s operating terms of reference are 

observed. 

17.6.5 Bouygues Telecom 

Product/service offerings are vitally important and 

are therefore examined by a special committee 

in which Bouygues Telecom’s senior management 

is involved. For the same reasons, a review 

committee has been set up to follow up product/ 

service offerings and monitor results in light of 

initial forecasts. 

Investments continued in 2011 to ensure that key 

technical components of the network were fully 

redundant with the aim of increasing security. 

The company has established contingency plans 

to guarantee service continuity in the event of a 

disruption. 

Purchasing is particularly tightly controlled at 

Bouygues Telecom in light of the volume of purchases 

made by the company. The Purchasing 

department applies very strict procedures, and is 

itself subject to regular checks. 


17.7 Information and 

communication 

The production and dissemination of information, 

both inside and outside the Group, does much to 

enhance internal control. 

Information systems have been put in place to manage 

and supervise the business. Communication 

helps both to make staff more aware of the importance 

of control and to provide those outside the 

Group with reliable and relevant information that 

complies with legal requirements. 

17.7.1 Internal communications 

The Group Corporate Communications department 

plays an active part in circulating information to the 

Group’s employees. This strengthens the Bouygues 

group’s identity and plays a unifying role. 

Reporting directly to the Chairman and Chief 

Executive Officer of Bouygues, the department is 

responsible for Challenger Express, a twice-monthly 

newsletter for managers, and Le Minorange, an 

in-house magazine published twice yearly that 

forges genuine links between all Group employees. 

The department also supervises e.by and e.bysa, 

the respective Bouygues group and parent company 

intranet portals, which provide online access 

to a wealth of information. Bouygues and Group 

employees use these sites as tools of work and 

tools to share information. 


also publishes Bouygues’ In Brief, a brochure summarising 

financial, corporate, social and environnemental 

information that is circulated externally 

as well as to the Group’s managerial, supervisory, 

technical and clerical staff. 

The Group Management Meeting is also an important 

channel for transmitting key information and 

messages to the Group’s senior executives. 

This is also the case at business segment level. 

At TF1, for example, the Internal Communication 

department publishes an employee magazine 

three times a year (Regards) and a monthly newsletter 

(Coup d’œil). In addition, employees can 

access a wealth of information through the intranet 

portal Declic. 

17.7.2 External communications 


works in close cooperation with the business segments 

for their mutual benefit. 

Its main tasks are to: 

> promote the Group’s image (press relations, 

public relations, corporate sponsorship, etc.); 

> pass on information from external sources to the 

Group’s senior management and executives. 

> handle financial disclosures to the press and 

the public, in collaboration with the Investor 

Relations department. 

17.8 Internal control 

procedures relating to 

accounting and financial 

information 

One of the main aims of internal control is to ensure 

the reliability of accounting and financial reporting. 

This is done through a comprehensive system and 

a set of stringent procedures. 

17.8.1 Quarter-end close 

Each business segment sets its own procedures 

for closing financial statements, which have to fit 

into the broader framework of the Group’s consolidation 

process. 

At TF1, for example, the Accounting and Financial 

Control departments use a common process to 

analyse and sign off on inventory entries. The 

Accounting department ensures compliance with 

asset measurement procedures, which include 

identifying impairment indicators for intangible 

assets and accounting for impairments after testing. 

It then presents the results for approval to 

the Audit Committee and the statutory auditors. 

Provisions are recognised in collaboration with the 

Finance department, the corporate secretary and 

the Legal Affairs department. 

17.8.2 Consolidation process 

At the parent company, the Group Consolidation 

and Accounting department is chiefly responsible 

for determining and establishing consistent rules 

and methods of consolidation for the Group and 

assisting the business segments in their consolidated 

management. It also prepares the parent 

company financial statements. 

Consolidation is carried out quarterly on a step-bystep 

basis. Each business segment consolidates at 

its own level using identical methods defined by the 

Group Consolidation and Accounting department, 

which then carries out the overall consolidation of 

the Group’s financial statements. 

Special software, widely used by listed companies, 

is used to consolidate the financial statements at 

the various levels. Each of the business segments 

uses it as part of their step-by-step approach to 

consolidation. It ensures rigorous control over 

preparation of the financial statements, which are 

thus subject to standard procedures. 

In addition to the computerised accounting system, 

the Group Consolidation and Accounting 

department has produced a Group consolidation 

handbook containing the rules and procedures 

applicable to consolidation throughout the Group. 

The handbook is an important reference tool for 

preparing the consolidated financial statements. It 

is accessible to all accounting staff on a dedicated 

intranet site describing the various principles and 

options that apply within the Group. 

As part of its task of organising and coordinating 

financial statement consolidation, the Group 

Consolidation and Accounting department also 

regularly provides the business segments with 

information about applicable rules and methods 

(by organising seminars, distributing circulars, 

etc.), and thus helps to maintain the consistency 

of the system used to prepare the consolidated 

financial statements. This was particularly the 

case for the introduction of IFRS, and the related 

interpretations and amendments. 

The company uses accounting software to manage 

its commitments and control its expenditure. To 

monitor expenses, it also uses an application that 

allows formalised and secure procedures to be 

followed whenever expenses are incurred. 

17.8.3 Internal control procedures for 

finance and accounting 

In addition to the core procedures set out in the 

Bouygues group’s internal control guidelines in 

terms of accounting and finance, each business 

segment organises its internal controls in accordance 

with its own system. 


4 


information 


At Bouygues Telecom, for example, the system 

is as follows: 

Ongoing control 

> Management of the Accounting department’s 

documentary database, comprising procedures, 

operating methods, special principles, 

etc. The contents of the database are revised 

and updated periodically, and the accounting 

managers concerned are duly informed; 

> Analysis of data on accounting entries from 

the general ledger (supporting evidence for 

balances, compliance with accounting and tax 

legislation, etc.). Analysis reports and action 

plans are presented to the accounting management 

committee; 

> Monitoring of compliance with the segregationof-duties 

principle (respect for the security 

charter establishing the prerogatives of each 

accounting discipline). Periodic controls are 

carried out to ensure that the principles are 

being applied; 

> Monitoring the recommendations of the statutory 

auditors further to interim reviews. 

Selective control 

The system is assessed on an annual basis 

(See 17.2). 

17.8.4 Accounts Committee 

The Accounts Committee is a key component of 

the internal control system at the accounting and 

financial level. 

Detailed information about Bouygues' Accounts 

Committee is set out in the section on corporate 

governance. The parent company of each business 

segment has an accounts or audit committee with 

responsibilities similar to those of the Bouygues 

Accounts Committee. 

17.8.5 Investor relations 

For Bouygues SA, the Group Cash Management 

and Finance department is responsible for relations 

with investors and financial analysts. The department 

is constantly in contact with shareholders 

and analysts while providing the market with the 

information it needs. 

Great care is taken in preparing press releases 

and the Registration Document, which the Group 

considers a major channel of communication. 

These documents are prepared using a process 

that involves various support divisions 

(Communications, General Secretariat, etc.). They 

are approved by senior management and checked 

by the statutory auditors. The quarterly press 

releases are approved by the Accounts Committee 

and the Board of Directors. 

Procedures have been put in place to inform staff 

about regulations concerning inside information. 

These procedures are described in the management 

report on pages 202-203 of this Registration 


The other listed companies in the Group (TF1, 

Colas) handle their own investor relations. 

17.9 Steering 

Internal control systems must themselves be 

controlled by means of regular assessments, and 

they must be subject to continuous improvement. 

The Audit departments of the parent company and 

the business segments have always assessed the 

effectiveness of internal control in the course of 

their work, and are actively involved in this improvement 

process. 

The recent Conference on Risk Management and 

Internal Control reflects the Group’s determination 

to continually improve the existing arrangements. 

The essential concern is still to define and implement 

action plans with the primary objective of 

controlling the Group’s operations more effectively. 

The Chairman of the Board of Directors 


Remuneration of corporate officers 

and stock options granted to corporate officers and Group employees 

1 • REMUNERATION 

Report required by Articles L. 225-102-1 and 

L. 225-37 paragraph 9 of the Commercial Code. 

This chapter contains the reports required under 

the French Commercial Code. It also includes 

the tables required by the Afep/Medef Corporate 

Governance Code of December 2008 and by the 

AMF Recommendation of 22 December 2008 (as 

updated on 10 December 2009) on the information 

to be provided in registration documents concerning 

the remuneration of corporate officers. 

1.1 Principles and rules 

for determining the 

remuneration of executive 

directors 

In 2007, the Board took into account the Afep/ 

Medef recommendations published in January 

2007 relating to the remuneration of executive 

directors of listed companies. Afep and Medef 

published a new set of recommendations on 

6 October 2008. The Board noted that virtually all 

these recommendations had already been implemented 

and adopted the remaining provisions in 

early 2009. 

1.1.1 Fixed remuneration and benefits 

in kind in FY2011 

The rules for determining fixed remuneration were 

decided in 1999 and have been applied consistently 

since then. 

Fixed remuneration takes account of the level and 

difficulty of the individual’s responsibilities, job 

experience, and length of service in the Group 

and also the wage policy of groups or companies 

in similar sectors. 

Benefits in kind involve use of a company car 

and, in the case of Martin Bouygues and Olivier 

Bouygues, the part-time assignment of an assistant 

and a chauffeur/security guard for their personal 

requirements. 

1.1.2 Variable remuneration in FY2011 

The rules for determining the variable portion 

of remuneration were also decided in 1999 and 

remained unchanged until February 2007, when 

the Board adjusted the calculation in light of the 

Afep/Medef recommendations. It then modified 

them again in 2010. 

Variable remuneration is awarded on an individual 

basis. The Board decides the criteria for 

the variable portion of each executive director’s 

remuneration and limits it to a percentage of the 

fixed remuneration. The percentage limit relative 

to the fixed remuneration also depends on the 

individual executive director. 

Variable remuneration is based on the performance 

of the Group, with performance being determined 

by reference to the following key economic indicators: 

> increase in current operating profit; 

> change in consolidated net profit (attributable 

to the Group) relative to the plan; 

> change in the consolidated net profit (attributable 

to the Group) compared with the preceding 

year; 

> free cash flow of Bouygues (before changes in 

working capital). 

These quantitative objectives have been calculated 

precisely but are not publicly disclosed for confidentiality 

reasons. 

Each criterion is used to determine part of the 

variable remuneration. 

In exceptional cases, upon the advice of the 

Remuneration Committee, the Board may award 

special bonuses. 

The existence of a capped additional retirement 

provision is taken into account when setting the 

overall remuneration of executive directors, as 

is the fact that they have received no severance 

compensation. 

1.1.3 Other information regarding 

remuneration 

Remuneration accruing to Martin Bouygues and 

Olivier Bouygues is paid by SCDM, which then 

invoices Bouygues pursuant to the agreement 

governing relations between Bouygues and 

SCDM, approved under the regulated agreements 

procedure. 

1.2 Table 1 – Overview of remuneration, benefits in kind and 

options granted to the two executive directors in 2011 

(e) 

M. Bouygues 


O. Bouygues 

Deputy CEO 

2010 2011 2010 2011 

Remuneration owing in respect of the year 

(see breakdown in table 2) 

2,421,235 2,419,525 1,329,153 1,335,605 

Value of options granted in the year a 248,000 0 139,500 0 

Value of performance shares in the year b 0 0 0 0 

Total 2,669,235 2,419,525 1,468,653 1,335,605 

YoY change -9% -9% 

(a) Book value at the grant date, i.e. €1.55 per option for options granted in 2010. No options were granted in 2011 

(b) The company granted no performance shares 

BOUYGUES • 2011 Registration Document • LEGAL AND FINANCIAL INFORMATION • Remuneration of corporate officers • 190

4 


information 

Remuneration 

of corporate officers 

1.3 Table 2 – Remuneration of the two executive directors 

Position and years 

in the Group 

Remuneration a 

Amounts b in respect of FY2010 

(€) 

Due c Paid Due c Paid 

Amounts b in respect of FY2011 

(€) Variable remuneration criteria 

(FY2011) f 

M. Bouygues 

O. Bouygues 

Chairman 

and CEO 

38 years 

Deputy CEO 

38 years 

Fixed 

- Change 

920,000 

0% 

920,000 920,000 

0% 

920,000 

Variable 

1,380,000 1,380,000 1,380, 000 1,380,000 

- Ceiling e 150% 

150% 

- Change 

0% 

0% 

- % variable/fixed d 

150% 

150% 

Exceptional remuneration 0 0 0 0 

Directors’ fees 73,900 73,900 73,900 73,900 

Benefits in kind 47,335 47,335 45,625 45,625 

Total 2,421,235 2,421,235 2,419,525 2,419,525 

Fixed 

- Change 

500,000 

0% 

500,000 500,000 

0% 

500,000 

Variable 

750,000 

750,000 750,000 

750,000 


150% 

- Change 

0% 

0% 


150% 

150% 




Total 1,329,153 1,329,153 1,335,605 1,335,605 

> Increase in current operating profit (50%). 

> Change in consolidated net profit g versus the Plan (25%). 

> Change in consolidated net profit g versus 2010 (25%). 

> Free cash flow before changes in working capital (50%). 

> Increase in current operating profit (50%). 

> Change in consolidated net profit g versus the Plan (25%). 

> Change in consolidated net profit g versus 2010 (25%). 

> Free cash flow before changes in working capital (50%). 

Total executive directors 

Change 

3,750,388 

0% 

3,750,388 3,755,130 

0% 

3,755,130 

(a) No remuneration other than that mentioned in the table was paid to the executive directors by companies in the Group 

(b) Amounts due = all the amounts allocated in respect of one financial year Amounts paid = all the amounts paid in the financial year. However, the variable component allocated for a financial year is actually paid in the first quarter of the following year 

(c) Amounts due – Change: the percentages inserted under the fixed and variable remuneration show variations relative to the previous financial year 

(d) Variable remuneration expressed as a percentage of fixed remuneration 

(e) Variable remuneration ceiling, set as a percentage of fixed remuneration 

(f) Variable remuneration criteria: the portion expresses the weighting of the criterion when determining total variable remuneration 

(g) Consolidated net profit = consolidated net profit (attributable to the Group) of Bouygues 


1.4 Table 3 – Directors’ fees 

The Annual General Meeting of 24 April 2003 set 

the total amount of directors’ fees to be allocated 

to corporate officers and directors of Bouygues 

at €700,000 each year, leaving it to the Board’s 

discretion as to how this amount should be split. 

The amounts of the directors’ fees are as follows: 

Chairman and CEO €50,000 

Directors €25,000 

Member of the Accounts Committee €14,000 

Member of another committee 

(Remuneration, Selection, Ethics and €7,000 

Sponsorship) 

Attendance is now taken into account in the payment 

of directors’ fees. These now include a variable 

component (50% of the total) that is reduced 

if the director is absent from any of the five Board 

meetings where the financial statements and 

business plan are reviewed or from a committee 

meeting. 

The table below shows the directors’ fees paid for 

participation on the Board of Directors and on one 

or more committees. 

(€) Origin (Notes 1 and 2) 2010 2011 

M. Bouygues 

Chairman Bouygues 50,000 50,000 

and CEO Subsidiaries 23,900 23,900 

O. Bouygues Deputy CEO 

Bouygues 25,000 25,000 

Subsidiaries 42,499 48,950 

Bouygues 75,000 75,000 

Sub-total 


for executive directors 

Total 141,399 147,850 

P. Barberis Director Bouygues 

25,000 25,000 

7,000 7,000 

25,000 25,000 

Bouygues 

P. Barbizet Director 

21,000 21,000 


F. Bertière Director 

Bouygues 25,000 25,000 


Mrs F. Bouygues Director Bouygues 21,875 17,500 

G. Chodron de Courcel Director Bouygues 

21,875 25,000 

12,250 12,600 

L. Douroux Director Bouygues 

25,000 22,500 

7,000 7,000 

Y. Gabriel Director Bouygues 25,000 25,000 

P. Kron Director Bouygues 21,875 25,000 

H. Le Bouc Director 

Bouygues 25,000 25,000 


C. Lewiner Director 

Bouygues 18,750 22,500 

Subsidiaries - - 

H. le Pas de Sécheval Director Bouygues 

25,000 25,000 

14,000 14,000 

S. Nombret Director Bouygues 18,750 25,000 

N. Paolini Director 

Bouygues 25,000 25,000 


J. Peyrelevade Director Bouygues 

18,750 25,000 

7,000 7,000 

F.-H. Pinault Director Bouygues 

25,000 

14,000 

25,000 

14,000 

M. Vilain Director Bouygues 18,750 25,000 

Sub-total for Directors 

(Note 3) 

Total directors’ fees 

Executive Directors + Directors 

(Note 3) 

Bouygues 447,875 470,100 


Total 549,462 574,000 

Bouygues 558,875 545,100 


Total 726,867 721,850 

Note 1: Bouygues = directors’ fees paid in respect of 

participation on the Board of Bouygues. The first line shows 

directors’ fees paid for attending Board meetings; the second 

line shows directors’ fees paid for participation in one or more 

committees. 

Note 2: Subsidiaries = directors’ fees paid by Group companies, 

within the meaning of Article L. 233-16 of the Commercial Code, 

i.e. mainly Colas, Bouygues Telecom and TF1. 

Note 3: The grand total for FY2010 include directors’ fees 

paid to: 

> Charles de Croisset who received €9,375 in 2010 from 

Bouygues; 

> Jean-Michel Gras who received €12,000 in 2010 

from Bouygues and for participation in the Ethics and 

Sponsorship Committee; 

> Thierry Jourdaine who received €14,625 in 2010 

from Bouygues and for participation in the Accounts 

Committee. 

These directors left the Board in 2010. 

Note 4: Alain Pouyat, non-voting director, receives directors’ 

fees of €25,000 per year. He also received directors’ fees of 

€36,400 for serving as a director of Group subsidiaries. 

1.5 Other remuneration 

1.5.1 Remuneration of salaried 

directors 

The principles and rules for determining the remuneration 

of salaried directors, including François 

Bertière, Yves Gabriel, Hervé Le Bouc and Nonce 

Paolini, each of whom is in charge of one of the 

Group’s businesses, are the same as those used 

to calculate the remuneration of the two executive 

directors. However, the criteria for determining variable 

remuneration take into account the specifics 

of the business concerned. 

Qualitative criteria are also used to determine these 

directors’ variable remuneration. 

The criteria for determining variable remuneration 

are as follows: 


to the Group) of Bouygues; 


4 


information 

Remuneration 


> change, relative to the plan, in the consolidated 

net profit (attributable to the Group) of 

the subsidiary managed by the corporate officer 

(Bouygues Construction, Bouygues Immobilier, 

Colas or TF1); 


to the Group) of the subsidiary managed 

in relation to the preceding year; 

These quantitative objectives have been calculated 

precisely but are not publicly disclosed for confidentiality 

reasons. 

> qualitative criteria: four pre-established qualitative 

criteria, which are not publicly disclosed for 

confidentiality reasons. 

On the recommendation of the Remuneration 

Committee, the Board decided in early 2009 to 

place greater emphasis on these qualitative criteria, 

since the performance of senior executives 

during periods of crisis should be measured by 

more than financial results. 

Remuneration paid by Bouygues is invoiced to 

the subsidiary managed by the senior executive 

(F. Bertière: Bouygues Immobilier; Y. Gabriel: 

Bouygues Construction; H. Le Bouc: Colas; 

N. Paolini: TF1). 

1.5.2 Salaried directors representing 

employee shareholders 

The salary paid to the two directors who represent 

employee shareholders and who have an 

employment contract with Bouygues or one of its 

subsidiaries is not disclosed. 

1.5.3 Remuneration 

of salaried directors 

See table. 

Position and 

years of service 

in the Group 

F. Bertière 

Y. Gabriel 

Director 

27 years 

Director 

37 years 

H. Le Bouc Director 

34 years 

N. Paolini f Director 

23 years 

Amounts b in respect 

Amounts b in respect 

Remuneration a 

of FY2010 

of FY2011 

(€ b ) 

(€ b ) 

Due c Paid Due c Paid 

Fixed 

920,000 920,000 920,000 920,000 

- Change 

0% 

0% 

Variable 

1,236,204 1,034,632 1,380,000 1,236,204 


150% 

- Change 

+19.5% 

+11.6% 


134% 

150% 




Total 2,206,148 2,004,576 2,349,944 2,206,148 

Fixed 

920,000 920,000 920,000 920,000 

- Change 

0% 

0% 

Variable 

972,716 1,380,000 1,380,000 972,716 


150% 

- Change 

-29.5% 

+41.9% 


106% 

150% 




Total 1,926,368 2,333,652 2,334,704 1,927,420 

Fixed 

920,000 920,000 920,000 920,000 

- Change 

0% 

0% 

Variable 

650,716 900,000 1,380,000 650,716 


150% 

- Change 

-27.7% 

+112% 


71% 

150% 




Total 1,619,815 1,869,099 2,349,100 1,619,816 

Fixed 

TF1 700,000 990,000 920,000 920,000 

Bouygues 290,000 

- Change 

+17.16% 

-7% 

Variable 

1,050,000 510,230 936,284 1,050,000 


150% 

- Change 

+106% 

-11% 


150% 

101.77% 




Total 2,101,037 1,561,267 1,917,321 2,031,037 

(a) No remuneration other than that mentioned 

in the table was paid to corporate officers by 

companies in the Group 

(b) Amounts due = all the amounts allocated in 

respect of one financial year 

Amounts paid = all the amounts paid in the 

financial year. However, the variable remuneration 

allocated for a financial year is actually paid in 

the first quarter of the following year 

(c) Amounts due – Change: the percentages 

inserted under the fixed and variable 

remuneration show variations relative to the 

previous financial year 

(d) Variable remuneration expressed as a 

percentage of fixed remuneration 

(e) Variable remuneration ceiling, set as a 

percentage of fixed remuneration 

(f) The fixed remuneration of Nonce Paolini in 

2010 was composed of his fixed remuneration 

as Chairman and Chief Executive Officer of TF1 

(€700,000) and the remuneration for the Group 

task assigned to him by Bouygues (€290,000). 

See 2010 Registration Document, page 196. 

1.6 2012 financial 

year 

The Board of Directors has decided 

that none of the above rules will be 

changed for 2012. 


2 • 2011 REPORT ON 

STOCK OPTIONS AND 

PERFORMANCE SHARES 

Report required under Articles L. 225-184 and 

L. 225-197-4 of the Commercial Code. 

This chapter contains the reports required under 

the Commercial Code and the tables recommended 

by the Afep/Medef Corporate Governance Code 

of December 2008 or by the AMF Recommendation 

of 22 December 2008 (updated on 10 December 

2009) concerning the information to be provided in 

registration documents concerning the remuneration 

of corporate officers. 

2.1 Principles and rules for 

granting stock options and 

bonus shares 

The eleventh resolution of the Combined Annual 

General Meeting of 24 April 2008 authorised the 

Board of Directors on one or more occasions to 

grant options conferring the right to subscribe new 

shares or to purchase existing shares. This authorisation, 

granted for thirty-eight months, requires the 

beneficiaries of these options to be employees and/ 

or corporate officers of Bouygues or of companies 

or economic interest groupings directly or indirectly 

associated with Bouygues under the terms 

of Article L. 225-180 of the Commercial Code. 

The nineteenth resolution of the Combined Annual 

General Meeting on 29 April 2010 also authorised 

the Board of Directors to grant on one or more 

occasions existing or future shares for free. This 

authorisation, granted for thirty-eight months, 

requires the beneficiaries of these bonus shares 

to be employees and/or corporate officers of 

Bouygues or of companies or economic interest 

groupings directly or indirectly associated with 

Bouygues under the terms of Article L. 225-197-2 

of the Commercial Code. 

To date, the Board of Directors has not made use of 

the authorisations granted by the Annual General 

Meeting to allot bonus shares or grant options to 

purchase shares. All of the options granted have 

been to subscribe for shares. 

2.1.1 General rules applicable to grants 

of stock options and bonus shares 

The Board of Directors has taken into account the 

Afep/Medef’s January 2007 recommendations 

as well as the recommendations published on 

6 October 2008. 

The Board of Directors also decided in 2010 to 

adopt AMF Recommendation No. 2010-07, "Guide 

to preventing insider misconduct by executives of 

listed companies". 

It should be noted that: 

> Stock options or bonus shares are granted to 

help attract senior executives and employees, 

secure their loyalty, reward them and give them 

a medium- and long-term interest in the company’s 

development, in light of their contribution 

to value creation; 

> More than 1,000 senior executives and employees 

are beneficiaries under each plan. The beneficiaries 

are selected and individual allotments 

are decided by reference to each beneficiary’s 

responsibility and performance, with particular 

attention being paid to executives with potential. 

> In the case of stock options, no discount is 

applied; 

> A ceiling has been set to prevent a significant 

increase in the size of stock option plans when 

the market is falling. This ceiling has been set 

at 15% of the volume of the previous plan; 

> At its meeting on 2 December 2010, the Board 

of Directors changed the periods during which 

senior executives and employees are prohibited 

from selling shares arising from the exercise of 

stock options: 

• for the thirty calendar days immediately preceding 

the publication of the first-quarter and 

third-quarter financial statements and those 

for the first half and full year as well as on the 

day these statements are publicly disclosed; 

• for the fifteen calendar days immediately preceding 

the publication of Bouygues’ quarterly 

sales figures and on the day this information 

is publicly disclosed. 

The Board of Directors reiterated that this obligation 

to refrain from selling shares arising from the 

exercise of stock options was also to be observed 

during the period in which a senior executive or 

employee was privy to confidential information and 

on the day this information is publicly disclosed. 

> The frequency of allotments and the period 

of the year in which these allotments must be 

made were defined. The Board of Directors had 

previously decided that barring an exceptional 

decision to the contrary, stock options would be 

granted each year after the publication of the 

full-year financial statements for the previous 

financial year. This rule has been amended. 

Most Group companies now calculate their 

senior managers’ variable remuneration after 

the financial year-end, when they also determine 

the remuneration to be paid for the forthcoming 

year. It therefore seemed more relevant to grant 

options in May or June, i.e. after the closing of 

the first-quarter financial statements, barring 

exceptional decisions; 

> In addition to these measures, several internal 

rules were laid down and disseminated to 

prevent breaches of insider trading policy or 

insider trading offences: the drawing up of a list 

of people having access to inside information; 

a reminder of the three abstention obligations; 

information concerning stock market laws; and 

a recommendation concerning the setting-up of 

a share trading plan. 

2.1.2 Specific rules applicable to 

corporate officers 

The rules of procedure of the Board of Directors 

include the following: 

> Stock options or bonus shares shall not be 

granted to senior executives leaving the company. 

> Speculative trades and risk-hedging transactions 

relating to the exercise of stock options or 

the sale of bonus shares are forbidden; to the 

company’s knowledge, no hedges have been 

put in place by corporate officers. 

> Executive directors and salaried directors who 

wish to sell shares acquired through the exercise 

of stock options or sell bonus shares should 

obtain confirmation from the Group Ethics 

Officer that they do not hold inside information. 

> The value must not exceed the value of the stock 

options allocated to a corporate officer, which is 

capped at 100% of his remuneration. 

> A ceiling is set on allotments to the Chairman 

and CEO (a maximum of 5% of an allotment 

plan) and to the Deputy CEO (a maximum of 

2.5% of an allotment plan). 

> Performance criteria are set for the executive 

directors at the time of the allotment (consolidated 

net profit attributable to the Group 

earned during the year preceding the allotment) 


4 


information 

Remuneration 


and the exercise of options (consolidated net 

profit attributable to the Group earned in each 

of the four years preceding the exercise of the 

options). 

> When stock options or bonus shares are granted, 

the Board of Directors shall set the number 

of bonus shares or exercise option shares that 

executive directors are required to retain until 

the expiry of their term of office. This provision 

was implemented for stock options granted in 

2008, 2009 and 2010 (in 2011, at their request, 

the executive directors were not granted stock 

options or performance shares). The Board set 

the number of shares obtained from the exercise 

of stock options that executive directors are 

required to hold in registered form either directly 

or through a company. The percentage of shares 

they must keep from the 2008, 2009 and 2010 

plans is 25% of the shares that remain after 

selling the number of shares required to cover 

the costs of exercising the options and paying 

any related taxes or social charges. 

> Declaration to the Board of Directors of transactions 

performed. 

> The rules of procedure note that the AMF recommends 

executives to set up share trading plans. 

2.1.3 General information: stock option 

characteristics 

All the stock options granted by the Board of 

Directors in 2011 have the following characteristics: 

> Exercise price: the average of the opening 

prices quoted on the 20 trading days prior to 

the option grant, with no discount. 

> Validity period: seven years and six months from 

the date the stock options are granted. 

> Lock-up period: four years from the date the 

stock options are granted. 

> Exercise period: three and six months after 

expiry of the lock-up period (with three exceptions 

where stock options may be exercised at 

any time during the seven years: stock options 

exercised by heirs within six months of death of 

a beneficiary; change of control of Bouygues 

or cash tender or exchange offer relating to 

Bouygues; exercise of stock options in accordance 

with Article L. 3332-25 of the Labour Code, 

using assets acquired under a Group savings 

plan). 

> Automatic cancellation if the employment 

contract or appointment as corporate officer is 

terminated, unless given special authorisation, 

or in the case of invalidity, departure or retirement. 

2.2 Stock options granted 

to or exercised by executive 

directors and salaried 

directors in 2011 

Options for new Bouygues shares were granted 

in 2011. On 16 May 2011, the Board of Directors 

decided to make a grant on 14 June 2011 of 

2,936,125 options to 1,083 beneficiaries who are 

corporate officers or employees of the company or 

companies in the Bouygues group. 

The exercise price was set at €31.84 per share 

subscribed. As a result of the share repurchase 

tender offer organised in the second half of 2011, 

the exercise price and number of these options 

were adjusted in accordance with law. The postoffer 

exercise price is now €31.43. The number 

of options in the 2011 plan was increased to 

2,974,497. 

The value of each stock option was €1.38 at 

the grant date, estimated in accordance with 

the method used for the consolidated financial 

statements. 

This stock option plan represented 0.80% of the 

company’s share capital at 31 December 2010 1 . 

(1) Share capital of Bouygues at 31 December 2010: 

365,862,523 shares 


2.2.1 Table 4 – Options granted to executive directors and salaried directors 

of Bouygues 

Martin Bouygues and Olivier Bouygues asked the Board of Directors not to grant options to the two executive 

directors in 2011. 

Executive 

directors 

Company granting 

the options 

Grant 

date 

Number 

of options 

Exercise price 

(€) 

Martin Bouygues Bouygues - 0 - 

Olivier Bouygues Bouygues - 0 - 

Options were granted to salaried directors. 

Before the share repurchase tender offer: 

Salaried 

directors 


the options 

Total 0 

Grant 

date 

Number 

of options 


(€) 

François Bertière Bouygues 14 June 2011 97,000 31.84 

Yves Gabriel Bouygues 14 June 2011 97,000 31.84 

Hervé Le Bouc Bouygues 14 June 2011 97,000 31.84 

Nonce Paolini Bouygues 14 June 2011 97,000 31.84 

Total 388,000 

2.2.2 Table 5 – Stock options exercised by executive directors and salaried 

directors of Bouygues in 2011 

Executive 

director 


the options 

Plan 

Number of 

options exercised 


(€) 

Olivier Bouygues Bouygues 15 March 2004 117,690 25.15 

No salaried directors exercised their options in 2011. 

2.3 Performance (bonus) shares 

2.3.1 Table 6 – Performance shares granted to each executive director 

No performance shares were granted by the company. 

2.3.2 Table 7 – Performance shares that became available during the year for 

each executive director 

No performance shares became available during the year as no such shares had been granted by the 

company. 

. 

Adjustments arising from the share repurchase tender offer: 

Salaried 

directors 


the options 

Grant 

date 

Number 

of options 


(€) 

François Bertière Bouygues 14 June 2011 98,257 31.43 

Yves Gabriel Bouygues 14 June 2011 98,257 31.43 

Hervé Le Bouc Bouygues 14 June 2011 98,257 31.43 

Nonce Paolini Bouygues 14 June 2011 98,257 31.43 

Total 393,028 


4 


information 

Remuneration 


2.4 Summary of outstanding stock option plans 

2.4.1 Table 8 – Breakdown of stock options for each plan and category of beneficiary 

2005 2006 2007 2008 2009 2010 2011 

Date of AGM 28/04/2005 28/04/2005 28/04/2005 28/04/2005 24/04/2008 24/04/2008 21/04/2011 

Grant date 21/06/2005 05/09/2006 05/06/2007 26/02/2008 03/03/2009 30/06/2010 14/06/2011 

Number of stock options 

granted by the Board 

3,102,500 3,700,000 4,350,000 4,390,000 4,672,200 4,145,650 2,974,497 d 

- o/w to executive directors and 

500,000 750,000 850,000 750,000 900,000 770,000 393,028 d 

salaried directors (a)(b) O. Bouygues 

Y. Gabriel 

M. Bouygues 

O. Bouygues 

Y. Gabriel 

F. Bertière 

M. Bouygues 

O. Bouygues 

Y. Gabriel 

F. Bertière 

M. Bouygues 

O. Bouygues 

Y. Gabriel 

F. Bertière 

H. Le Bouc 

N. Paolini 

M. Bouygues 

O. Bouygues 

Y. Gabriel 

F. Bertière 

H. Le Bouc 

N. Paolini 

M. Bouygues 

O. Bouygues 

Y. Gabriel 

F. Bertière 

H. Le Bouc 

N. Paolini 

Y. Gabriel 

F. Bertière 

H. Le Bouc 

N. Paolini 

- o/w to ten employees of the 

company 

347,000 356,000 530,000 470,000 520,000 534,000 409,441 d 

Pre-adjustment exercise price €31.34 €40.00 €63.44 €43.23 €25.95 €34.52 €31.84 

Post-adjustment exercise price c €30.94 €39.49 €62.63 €42.68 €25.62 €34.08 €31.43 

Start of exercise period 21/06/2009 05/09/2010 05/06/2011 31/03/2012 01/04/2013 30/06/2014 14/06/2015 

End of exercise period 20/06/2012 04/09/2013 04/06/2014 30/09/2015 30/09/2016 30/12/2017 14/12/2018 

Options outstanding at 

31/12/2011 

2,744,973 3,514,341 4,205,899 4,228,371 4,564,926 4,138,961 2,974,497 d 

Total 26,371,968 

(a) Total options granted, including to salaried directors who left the Board in 2009 

(b) Including only executive directors and salaried directors currently in office 

(c) In accordance with law, the exercise prices and the number of options granted were adjusted on 7 January 2005 because of an exceptional payout and again on 15 November 2011 following the share repurchase tender offer 

(d) After the number of options was adjusted on 15 November 2011 following the share repurchase tender offer 


2.5 Stock options granted to or exercised by the ten 

employees having received or exercised the most options 

in 2011 

2.5.1 Table 9 – Stock options granted to the ten Bouygues employees (not 

corporate officers) having received the largest number of options in 2011 

Before the share repurchase tender offer 

Employee 

Company 

granting the 

options 

Grant date 

Number 

of options 


(€) 

Jacques Bernard Bouygues 14 June 2011 18,000 31.84 

Michel Buxeraud Bouygues 14 June 2011 9,700 31.84 

Georges Colombani Bouygues 14 June 2011 18,000 31.84 

Emmanuel Forest Bouygues 14 June 2011 13,500 31.84 

Jean-François Guillemin Bouygues 14 June 2011 33,000 31.84 

Philippe Marien Bouygues 14 June 2011 97,000 31.84 

Alain Pouyat Bouygues 14 June 2011 67,000 31.84 

Olivier Roussat Bouygues 14 June 2011 97,000 31.84 

Jean-Claude Tostivin Bouygues 14 June 2011 33,000 31.84 

Gilles Zancanaro Bouygues 14 June 2011 18,000 31.84 

Total 404,200 

Adjustments arising from the share repurchase tender offer: 

Employee 

Company 

granting the 

options 

Grant date 

Number 

of options 


(€) 

Jacques Bernard Bouygues 14 June 2011 18,234 31.43 

Michel Buxeraud Bouygues 14 June 2011 9,826 31.43 

Georges Colombani Bouygues 14 June 2011 18,234 31.43 

Emmanuel Forest Bouygues 14 June 2011 13,675 31.43 

Jean-François Guillemin Bouygues 14 June 2011 33,428 31.43 

Philippe Marien Bouygues 14 June 2011 98,257 31.43 

Alain Pouyat Bouygues 14 June 2011 67,868 31.43 

Olivier Roussat Bouygues 14 June 2011 98,257 31.43 

Jean-Claude Tostivin Bouygues 14 June 2011 33,428 31.43 

Gilles Zancanaro Bouygues 14 June 2011 18,234 31.43 

Total 409,441 

2.5.2 Table 9 a – Stock options exercised in 2011 by the ten Bouygues employees 

having exercised the largest number of options 

Employee 


Number Exercise price 

Grant date 

the options 

of options 

(€) 

Olivier Roussat Bouygues 15 March 2004 4,708 25.15 

Alain Moluschi Bouygues 15 March 2004 4,500 25.15 

Christine Marie Bonin Bouygues 15 March 2004 2,943 25.15 

Philippe Metges Bouygues 15 March 2004 854 25.15 

Total 13,005 

In 2011, 515,814 Bouygues stock options were exercised by employees of Bouygues or one of its subsidiaries, 

other than the executive directors, the salaried directors and the ten employees listed above. 

3 • OTHER INFORMATION ON THE EXECUTIVE DIRECTORS 

Table 10 – Executive directors: restrictions on combining 

positions as corporate officer with employment contract 

– supplementary retirement benefits – severance 

compensation – non-competition indemnities 

Executive directors 




Deputy CEO 

Employment 

contract 

Supplementary 

pension 

scheme a 

Severance compensation 

or benefits due or likely to 

be due on termination or 

change of office b 

Indemnities 

relating to 

non-competition 

clause 

yes no yes no yes no yes no 

X X a X b X 

X X a X b X 

(a) Additional retirement provision 

Members of the Group’s management committee receive an additional retirement provision set at 0.92% of the reference salary (average of the best 

three years) per year in the scheme. Benefits are capped at eight times the social security ceiling (i.e. around €291,000 at the date of this report). 

Entitlement is acquired only after ten years’ service with the Group. The Group does not have to set aside provisions for this additional retirement 

provision, which takes the form of an insurance policy taken out with an insurer outside the Group. This additional retirement provision has been 

approved pursuant to the regulated agreements procedure. 

(b) Compensation on leaving the company 

The company and its subsidiaries have not entered into any commitment and have not given any undertaking relating to the granting of severance 

compensation in the event that the executive directors leave the company. No such commitment or undertaking has been entered into as regards 

salaried directors. However, salaried directors are covered by the collective agreement applicable to the company (Paris region construction company 

executives’ collective agreement for Bouygues SA), which provides for certain compensation if a director’s employment contract is terminated, even 

though such compensation is not strictly classified as severance compensation as such. Yves Gabriel, François Bertière, Hervé Le Bouc and Nonce 

Paolini are eligible for such compensation. 


Share ownership 

4 


information 

Share ownership 

1 • CHANGES IN SHARE OWNERSHIP OVER THE LAST THREE YEARS 

Situation at 31 December 2011 a 

Shareholder Number of shares % of capital 

Number of 

voting rights b 

% of voting rights 

SCDM c 66,374,020 21.08 130,022,232 29.55 

Bouygues employees d 73,471,908 23.33 123,587,833 28.09 

Other French shareholders 61,224,374 19.45 72,585,330 16.50 

Other foreign shareholders 113,690,777 36.11 113,690,777 25.84 

Bouygues 108,000 f 0.03 108,000 g 0.02 

Total 314,869,079 100 439,994,172 100 

Situation at 31 December 2010 


Number of 



SCDM c 66,256,330 18.11 131,853,952 27.30 

Bouygues employees d 69,459,570 18.99 109,095,706 22.59 


Alliance Bernstein 17,869,767 e 4.88 17,869,767 3.70 


Bouygues 4,820,194 f 1.32 4,820,194 g 1.00 

Total 365,862,523 100 482,996,796 100 

Situation at 31 December 2009 


Number of 



SCDM c 65,839,335 18.58 128,798,107 27.17 

Bouygues employees d 64,831,208 d 18.30 110,173,300 23.23 



Bouygues 2,178,500 f 0.62 2,178,500 g 0.46 

Total 354,267,911 100 474,126,027 100 

(a) Based on a survey of identifiable bearer shares as at 31 December 2011: 295 million shares identified 

(b) In accordance with Article 223-11 of the AMF General Regulation, the total number of voting rights is calculated on the basis of all shares with voting rights attached, including those of which the voting rights have been 

suspended 

(c) SCDM is a simplified limited company controlled by Martin Bouygues and Olivier Bouygues. This figure includes shares owned directly by Martin Bouygues and Olivier Bouygues 

(d) Shares owned by employees under company savings schemes 

(e) Based on a declaration of the passing of an ownership threshold on 28 June 2010 

(f) Treasury shares held under share buyback programmes and the liquidity contract 

(g) Voting rights attached to shares held by Bouygues are suspended 

The company is not aware of any shareholder, other than those shown in the table above, holding more than 5% of the capital or voting rights. 


Significant changes in 

share ownership 

The main changes in share ownership since 

31 December 2010 are as follows: 

> Under the terms of a share repurchase tender 

offer announced on 30 August 2011, Bouygues 

acquired 41,666,666 of its own shares, which it 

subsequently cancelled (see page 75 of this 

Registration Document). 

> The interest in the capital held by SCDM 

increased from 18.11% to 21.08%. SCDM did 

not tender its shares to the share repurchase 

tender offer, and the number of shares held 

by SCDM is virtually unchanged relative to 

31 December 2010. The share of voting rights 

held by SCDM rose from 27.30% to 29.55%. 

> The interest held by employees rose from 

18.99% to 23.33%. The employee share ownership 

funds (FCPEs) tendered shares into 

the offer and reinvested the entire proceeds 

in Bouygues shares. The share of voting rights 

held by employees increased from 22.59% to 

28.09% as a result of the cancellation of shares 

subsequent to the share repurchase tender offer 

and qualification for double voting rights. 

> On 2 June 2011, Alliance Bernstein passed 

below the 5% share ownership threshold a . 

2 • VOTING RIGHTS 

The terms on which the principal shareholders 

of Bouygues hold voting rights are no different 

from those enjoyed by the other shareholders. 

They are entitled, on the same terms as the other 

shareholders, to double voting rights subject to the 

conditions specified in Article 12 of the by-laws, the 

terms of which are reproduced below in the Legal 

information section. 

3 • CONTROL 

As of 31 December 2011, Martin Bouygues and 

Olivier Bouygues held 29.55% of the voting rights, 

either directly or via the simplified limited company 

SCDM, which gives them significant power at 

general meetings (35.79% of the voting rights exercised 

at the 2011 Annual General Meeting), given 

the number of voting rights actually exercised. 

As indicated in the Chairman’s report on corporate 

governance, the Board of Directors and Board 

committees include a significant proportion of 

independent directors. 


AGREEMENTS 

The shareholder agreement between SCDM and 

Artémis signed on 4 December 1998 was terminated 

on 24 May 2006, when the Artémis group 

passed below the thresholds of 5% of the capital 

and voting rights of Bouygues. 

As far as the company is aware, no shareholder 

agreement relating to the company’s capital has 

existed since that date and no agreement exists 

which could, if activated, result in a future change 

in control of Bouygues. 

(a) Based on a declaration made on 9 June 2011 

BOUYGUES • 2011 Registration Document • LEGAL AND FINANCIAL INFORMATION • Share ownership • 200

Stock market information 

4 


information 


1 • STOCK MARKET 

PERFORMANCE IN 2011 

Bouygues shares are listed on the Euronext 

Paris market (compartment A) and belong to the 

CAC 40, Euronext 100, FTSE Eurofirst 80 and Dow 

Jones Stoxx 600 indices. They are eligible for the 

deferred settlement service (SRD) and for French 

equity savings plans (PEAs). 

There were a total of 314,869,079 shares in issue 

on 31 December 2011. 

The average number of shares in issue during 2011 

was 349,686,165. 

The average daily volume traded during 2011, as 

reported on Euronext, was 1,817,599. 

During 2011, the Bouygues share price fell by 25% 

(versus 17% for the CAC 40). Trends in the share 

price during the year went through three phases: 

> From the start of the year to the first-quarter 

results announcement, Bouygues shares rose 

by 5%, tracking the rise in the CAC 40. 

> Following the first-quarter results announcement, 

the share price underperformed the index: 

the CAC 40 lost 21% between 16 May and 

30 August 2011, while over the same period the 

Bouygues share price fell by 32%. 

> From the announcement of the share repurchase 

tender offer on 30 August 2011 and until 

31 December 2011, Bouygues shares outperformed 

the CAC 40, gaining 5.5% while the 

index remained flat. 

. 

Number 

of shares 

Dividend paid 

for the year (€) 

Quoted market price 

(€) 

Dividend yield based 

on closing price 

(%) 

Net High Low Closing 

2007 347,502,578 1.50 67.43 48.42 57.00 2.6 

2008 342,818,079 1.60 57.25 24.04 30.20 5.3 

2009 354,267,911 1.60 37.76 21.77 36.43 4.4 

2010 365,862,523 1.60 40.56 30.40 32.26 5.0 

2011 314,869,079 1.60 35.05 20.88 24.35 6.6 

On 28 February 2012, Bouygues shares were trading at €24.39. 

2 • TRENDS IN SHARE PRICE AND TRADING VOLUMES 

Bouygues share price over the last 18 months 

High 

(€) 

Low 

(€) 

Volume of 

shares traded 

Capital traded 

(€m) 

2010 

July 33.52 30.40 36,038,639 1,145 

August 34.30 31.38 25,856,688 849 

September 33.27 30.62 40,584,624 1,312 

October 32.98 30.71 27,145,420 868 

November 33.99 30.59 34,021,719 1,100 

December 32.70 30.97 32,500,266 1,046 

2011 

January 35.05 31.84 34,123,567 1,146 

February 34.50 32.70 29,400,285 988 

March 34.90 31.56 40,549,895 1,360 

April 34.83 32.96 28,416,607 962 

May 34.40 31.42 33,915,961 1,115 

June 32.21 28.65 33,104,472 1,009 

July 30.46 26.02 31,743,380 879 

August 27.22 20.88 60,351,682 1,446 

September 26.69 23.49 51,552,681 1,299 

October 28.69 23.96 38,078,983 1,016 

November 28.58 21.49 60,913,214 1,532 

December 24.57 22.97 27,731,850 683 

Source: NYSE - Euronext. Volumes traded are those reported on Euronext 


3 • STOCK MARKET 

RULES AND 

PREVENTION OF 

INSIDER MISCONDUCT 

Bouygues complies with AMF recommendation 

2010-07 of 3 November 2010 (Guide to preventing 

insider misconduct by executives of listed 

companies). 

3.1 Rules contained in the 

Group Code of Ethics 

The Group Code of Ethics, distributed to all 

Bouygues group employees since 2006, includes 

a reminder that the dissemination of financial 

information and stock market trading by employees 

(whether in connection with the office they hold, 

or in a personal capacity) must comply with laws 

and regulations governing financial activities. It 

also reminds employees that the dissemination 

of inaccurate information, the disclosure or use of 

inside information, and share price manipulation 

are all subject to criminal penalties. 

The Code of Ethics states that it is the responsibility 

of all employees to safeguard the confidentiality 

of information not in the public domain that might 

influence the price of Bouygues shares, or of any 

other listed securities issued by a Group company, 

until such information has been published by duly 

authorised persons. It also requires employees to 

refrain from trading in Bouygues shares, or any 

other securities issued by a Group company, for 

as long as such information has not been made 

public. Finally, it reminds employees that they are 

prohibited from using such information for direct or 

indirect personal gain, or to enable a third party to 

deal on the stock market. 

If employees (especially those who hold inside 

information) have doubts or questions about such 

issues, they are encouraged by the Code of Ethics 

to raise them with the Group Ethics Officer, to 

ensure they are in compliance with ethical standards 

and with the rules that apply to the exercise 

of stock options and to any other transaction in 

securities issued by a Group company. Hence, 

the Group Ethics Officer fulfils the "compliance 

officer" role specified in the AMF recommendation 

of 3 November 2010. 

The Group Code of Ethics can be consulted at 

www.bouygues.com in the "Group/Ethics and 

values" section. 

3.2 Rules contained in 

the Code of Conduct for 

Directors and Non-Voting 

Directors 

The Code of Conduct, included as Annex 1 to the 

Board of Directors Rules of Procedure, sets out the 

rules that apply to directors and non-voting directors 

on confidentiality (Article 9) and preventing 

insider misconduct (Article 10). These rules are 

largely based on the AMF recommendation of 

3 November 2010. 

The Code of Conduct is reproduced in full in the 

Chairman’s Report on Corporate Governance 

and Internal Control, on pages 173-176 of this 

Registration Document. The full text of the Board 

of Directors Rules of Procedure can be consulted 

at www.bouygues.com, in the "Corporate 

Governance" section. 

In terms of preventing insider misconduct, the 

Code of Conduct gives a clear and detailed 

description of the obligations of the Chairman, the 

Chief Executive Officer, Deputy Chief Executives, 

directors (whether natural persons or legal entities), 

and personal representatives of legal entities with 

a seat on the Board, together with their spouses 

(unless legally separated). Such persons are 

obliged to hold any shares issued by Bouygues, or 

listed shares issued by subsidiaries of Bouygues, 

that they own (or their children below the age of 

majority own) in registered form. They are also 

prohibited from disseminating and/or using inside 

information, from trading during closed periods, 

and from carrying out speculative or hedging 

transactions; and are obliged to declare any 

dealings in the company’s shares. The Code of 

Conduct also states that corporate officers and 

salaried directors are under an obligation to consult 

the Group Ethics Officer prior to any trading 

in the shares of Bouygues or of any of its listed 

subsidiaries, and reminds directors and non-voting 

directors of the seriousness of the legal penalties 

for insider trading. 

The Code of Conduct also reiterates the AMF recommendation 

that share trading plans be set up 

that enable senior executives to benefit, subject 

to certain conditions specified by the AMF, from a 

presumption that they have not committed insider 

trading. It encourages each director and nonvoting 

director to consider the benefits of setting 

up such a plan for himself/herself, which could 

continue to operate during the closed periods 

described below. 

3.3 Insider lists 

Article L.621-18-4 of the French Monetary and 

Financial Code requires listed companies to keep 

an up-to-date list, made available for consultation 

by the AMF, of persons working for the company 

who have access to inside information relating 

directly or indirectly to the company, and of third 

parties acting in the name of or on behalf of the 

company who have access to inside information 

in the course of their professional relations with 

the company. 

In accordance with Article 223-27 of the AMF 

General Regulation, Bouygues keeps an up-todate 

list, which is made available for consultation 

by the AMF, of persons identified as insiders per 

the criteria specified in Article L.621-18-2 of the 

Monetary and Financial Code. The company 

informs such persons that they are on this list, by 

registered letter with acknowledgment of receipt. 

This letter also informs them of the obligation of 

insiders not to trade in the company’s shares if they 

hold inside information, not to recommend a third 

party to use inside information, and not to disclose 

inside information other than in the course of their 

duties. A calendar indicating closed periods for the 

current year is attached to the letter, along with an 

extract from the AMF General Regulation dealing 

with inside information. 

This insider list is made available for consultation 

by the AMF for a period of five years, as required 

by the AMF General Regulation. 

Persons on the insider list are also informed by 

registered letter with acknowledgment of receipt 

if their name is removed from the list. The letter 

also informs such persons that the company is 

obliged to keep the list that includes their name 

for at least five years. 

3.4 Closed periods 

In line with AMF recommendations, Bouygues 

draws up a calendar every year showing closed 

periods during which directors, corporate officers 

and equivalents, and any person with regular or 

BOUYGUES • 2011 Registration Document • LEGAL AND FINANCIAL INFORMATION • Stock market information • 202

4 


information 


occasional access to inside information is prohibited 

from trading in the company’s shares. This 

calendar is posted on the corporate intranet no 

later than the start of the year to which it relates. It 

is also sent annually to all persons on the insider 

list, with a letter reminding them of their obligation 

to refrain from trading during these periods. 

The closed periods calendar can be consulted 

on the corporate intranet at any time by those 

concerned. 

Directors, corporate officers and equivalents are 

also sent a reminder by e-mail before the start of 

each closed period. 

In line with AMF recommendations, the closed 

periods are: 

> the 30 calendar days preceding publication 

of the full-year, first-half and quarterly financial 

statements of Bouygues, plus the date of publication; 

> the 15 calendar days preceding publication of 

quarterly sales figures, plus the date of publication; 

> any period during which the person concerned 

has inside information, plus the date of publication 

of such information. 

Under Article L.225-197-1 of the French 

Commercial Code, any shares allotted free of 

consideration (which does not currently apply to 

Bouygues) may not be sold: 

> during the ten trading days following publication 

of the consolidated financial statements; 

> during the ten trading days following publication 

of inside information. 

3.5 Transactions in 

Bouygues shares by 

directors, corporate officers 

and persons referred to 

in Article L. 621-18-2 of 

the Monetary and Financial 

Code 

Under Article L.621-18-2 of the French Monetary 

and Financial Code and Article 223-22 of the AMF 

General Regulation, directors and corporate officers 

are required to file an electronic declaration 

with the AMF if they acquire, sell, subscribe for or 

exchange shares of the company in which they 

hold office, or in related financial instruments. This 

declaration must be filed within the five trading 

days following the transaction. Under Article 223- 

23 of the AMF General Regulation, transactions of 

a cumulative amount of no more than €5,000 in the 

current calendar year do not have to be disclosed. 

This declaration obligation applies to directors 

and corporate officers, and to any person within 

the company who has the power to make decisions 

regarding the company’s development and 

strategy and has access to inside information. it 

also applies to people with close personal links 

to such persons. 

Article 223-24 of the AMF General Regulation 

requires listed companies to keep an up-to-date 

list of persons equivalent to directors and corporate 

officers, and to communicate this list to the AMF 

and to the persons concerned. 

Each person concerned is informed by registered 

letter with acknowledgment of receipt that they are 

on the list, of the rules that apply to the holding, 

disclosure and use of inside information, and of the 

penalties for violations of such rules. 

Whenever the list is updated, the new list is sent to 

the AMF by e-mail. It is retained by the company 

for the five-year period required under the AMF 

General Regulation. 

If a person is removed from the list, he or she 

is informed of the fact by registered letter with 

acknowledgment of receipt. 

The table below discloses details of transactions 

carried out by directors, corporate officers or 

equivalent persons during 2011, as required by 

Article 223-26 of the AMF General Regulation. 

Person involved 

Philippe Bonnave 


Éric Guillemin 

Olivier Roussat 

Transaction 

carried out 

In a personal 

capacity 

In a personal 

capacity 

In a personal 

capacity 

In a personal 

capacity 

Nature of 

transaction 

Exercise 

of options 

Exercise 

of options 

Exercise 

of options 

Exercise 

of options 

Number of 

transactions 

Number of 

shares 

Amount 

(€) 

1 12,946 325,591.90 

1 117,690 2,959,903.50 

1 5,885 148,007.75 

1 

1 

4,708 

4,708 

118,406.20 

153,574.96 

Since 2005, Bouygues has kept such a list, which 

it communicates simultaneously to the persons 

concerned and to the AMF. 


Share capital 

1 • GENERAL 

INFORMATION 

1.1 Share capital 

The share capital of Bouygues at 31 December 

2010 was €365,862,523, composed of 365,862,523 

shares with a nominal value of €1 each. 

> In 2011, 646,509 new shares were created following 

the exercise of stock options granted to 

Group executives and employees. 

> On 30 August 2011, the Board cancelled 

9,973,287 treasury shares. 

> On 15 November 2011, the Board cancelled the 

41,666,666 shares acquired through the share 

repurchase tender offer. 

Consequently, the share capital of Bouygues at 

31 December 2011 was €314,869,079, composed 

of 314,869,079 shares with a nominal value of €1 

each. 

The total number of voting rights a was 439,994,172 

at 31 December 2011 (compared with 482,996,796 

at 31 December 2010). 

(a) Including non-voting shares, in accordance with the calculation 

methods set out in the AMF General Regulation 

1.2 Changes in the share 

capital over the last five 

years 

All amounts in euros. 

Dates 

Capital increases/reductions over the last 5 years 

Amount of changes in share capital 

Premiums and 

Nominal capitalisation of 

reserves 

Amount of 

share capital 

1 January to 30 April 2007 Exercise of stock options for 916,501 shares 916,501 25,156,127 335,694,084 

10 May 2007 

Subscription by the Bouygues Partage employee share 

ownership plan of 6,371,520 shares 

6,371,520 225,806,669 342,065,604 

1 May to 30 November 2007 Exercise of stock options for 3,347,448 shares 3,347,448 117,506,137 345,413,052 

4 December 2007 Cancellation of 5,019,768 shares bought back by the company (5,019,768) (266,633,333) 340,393,284 


Subscription by the Bouygues Confiance 4 employee 

share ownership plan of 6,947,662 shares 

6,947,662 293,052,383 347,340,946 

1 December to 31 December 2007 Exercise of stock options for 161,632 shares 161,632 4,004,984 347,502,578 

1 January to 31 May 2008 Exercise of stock options for 1,072,839 shares 1,072,839 30,161,529 348,575,417 

3 June 2008 Cancellation of 6,952,935 shares bought back by the company (6,952,935) (321,937,158) 341,622,482 

1 June to 31 December 2008 Exercise of stock options for 1,195,597 shares 1,195,597 34,383,665 342,818,079 

1 January to 26 August 2009 Exercise of stock options for 1,277,142 shares 1,277,142 27,766,575 344,095,221 

27 August 2009 Cancellation of 493,471 shares bought back by the company (493,471) (12,834,596) 343,601,750 

27 August to 

25 November 2009 

Exercise of stock options for 1,004,779 shares 1,004,779 22,246,437 344,606,529 


Subscription by the Bouygues Partage 2 – five-year 

and Bouygues Partage 2 – ten-year employee share 

9,881,360 182,743,165 354,487,889 

ownership plans of 9,881,360 shares 

26 to 30 November 2009 Exercise of stock options for 2,500 shares 2,500 75,850 354,490,389 

1 December 2009 Cancellation of 574,710 shares bought back by the company (574,710) (18,978,565) 353,915,679 

1 December 2009 to 


Exercise of stock options for 352,232 shares 352,232 7,292,146 354,267,911 

1 January 2010 to 


Exercise of stock options for 1,436,335 shares 1,436,335 28,235,345 355,704,246 


Subscription by the Bouygues Confiance 5 employee share 

ownership plan of 9,838,593 shares 

9,838,593 240,160,055 365,542,839 

1 to 31 December 2010 Exercise of stock options for 319,684 shares 319,684 7,721,569 365,862,523 

1 January to 29 August 2011 Exercise of stock options for 418,473 shares 418,473 10,152,464 366,280,996 

30 August 2011 Cancellation of 9,973,287 shares bought back by the company (9,973,287) (313,650,100) 356,307,709 

31 August to 14 November 2011 Exercise of stock options for 228,036 shares 228,036 5,507,373 356,535,745 


Cancellation of 41,666,666 shares bought back 

by the company 

(41,666,666) (1,208,333,314) 314,869,079 

BOUYGUES • 2011 Registration Document • LEGAL AND FINANCIAL INFORMATION • Share capital • 204

4 


information 

Share capital 

1.3 Authorisations to increase or reduce the share capital or to buy back shares 

In accordance with Article L. 225-100, paragraph 7 of the Commercial Code, the following table lists the current powers granted to the Board of Directors at Annual General Meetings, and the use made of those 

powers during the 2011 financial year. 

Purpose Maximum nominal amount Expiry/Duration Use of powers in 2011 

Securities issues 

- Capital increase: €150 million 

21 June 2013 

1. Increase share capital with pre-emptive rights for existing shareholders (AGM of 21 April 2011, Resolution 11) 

- Issue of debt securities: €5 billion 

(26 months) 

2. Increase share capital by incorporating share premiums, reserves or earnings into capital 

21 June 2013 

€6 billion 

(AGM of 21 April 2011, Resolution 12) 

(26 months) 

3. Increase share capital by way of public offering without pre-emptive rights for existing shareholders 

- Capital increase: €150 million a 

21 June 2013 


- Issue of debt securities: €5 billion a (26 months) 

4. Increase share capital through an offer falling within the scope of paragraph 2 of Article L. 411-2 

- Capital increase: 20% of the share capital a 

21 June 2013 

of the Monetary and Financial Code ("private placements") (AGM of 21 April 2011, Resolution 14) 


5. Set the price for immediate or future public issues of equity securities or issues falling within the scope 

of Article L. 411-2 of the Monetary and Financial Code, without pre-emptive rights for existing shareholders 10% of the share capital a 21 June 2013 

in any 12-month period 

(26 months) 


6. Increase the number of securities to be issued in the event of a capital increase with or without pre-emptive rights 

15% of the initial issue 

for existing shareholders (AGM of 21 April 2011, Resolution 16) 

a 21 June 2013 

(26 months) 

7. Increase share capital as consideration for contributions in kind consisting of a company’s shares or securities 

10% of the share capital 

giving access to capital (AGM of 21 April 2011, Resolution 17) 

a 21 June 2013 

(26 months) 

8. Increase share capital as consideration for securities tendered to a public exchange offer 

- Capital increase: €150 million a 

21 June 2013 



9. Issue shares following the issue by a Bouygues subsidiary of securities giving access to shares in Bouygues 

- Capital increase: €150 million (nominal value) 


a 21 June 2013 

(26 months) 

21 June 2013 

10. Issue securities giving rights to allotment of debt securities (AGM of 21 April 2011, Resolution 20) €5 billion 

(26 months) 

11. Issue equity warrants during the period of a public offer (AGM of 21 April 2011, Resolution 23) 


- The number of warrants is capped 

at the number of existing shares 

12. Increase share capital during the period of a public offer (AGM of 21 April 2011, Resolution 24) Ceilings fixed in the relevant authorisations 

Issues carried out for the benefit of employees and corporate officers of the company or associated companies 

13. Capital increase for the benefit of employees or corporate officers who are members of a company savings 

scheme (AGM of 21 April 2011, Resolution 21) 


14. Allotment of existing or new bonus shares (AGM of 29 April 2010, Resolution 19) 10% of the share capital 

21 October 2012 

(18 months) 


(18 months) 

21 June 2013 

(26 months) 

29 June 2013 

(38 months) 

15. Grant of stock subscription and/or purchase options (AGM of 21 April 2011, Resolution 22) 5% of the share capital b 21 June 2014 

(38 months) 

Share buybacks and reduction in share capital (excluding the share repurchase tender offer of 2011) 

16. Purchase by the company of its own shares (AGM of 21 April 2011, Resolution 9) 

10% of the share capital (5% for shares purchased 

as consideration for an acquisition, merger, spin-off 

or capital contribution) 

Total outlay capped at €1.5 billion 

17. Reduce share capital by cancelling shares (AGM of 21 April 2011, Resolution 10) 10% of the share capital in any 24-month period 


(18 months) 


(18 months) 

Authorisation not used. 














The Board meeting of 16 May 2011 

voted to allot 2,936,125 stock options 

to 1,083 beneficiaries, 

effective 14 June 2011. 

The company bought back 5,153,093 

shares outside the liquidity contract 

in 2011. 2,139,592 shares purchased 

and 2,031,592 sold c 

under the liquidity contract. 

The Board meeting of 30 August 2011 

voted to cancel the 9,973,287 shares 

repurchased by the company. 

(a) To be applied against the overall ceiling referred to in point 1 (b) To be applied against the overall ceiling for bonus share issues (c) Including 438,746 shares purchased and 428,746 sold pursuant to the authorisation given by the Combined Annual General Meeting of 29 April 2010, namely up to and 

including 21 April 2011 


2 • FINANCIAL AUTHORISATIONS SUBMITTED TO THE COMBINED ANNUAL 

GENERAL MEETING OF 26 APRIL 2012 

The table below summarises the delegated powers and authorisations to be conferred on the Board of Directors by the Combined Annual General Meeting of 

26 April 2012. With effect from the date of their approval by the meeting, these delegations and financial authorisations cancel and replace the unused portion, 

if applicable, of any authorisations previously granted for the same purpose. 

Securities issues 

Purpose Maximum nominal amount Expiry/Duration 

1. Issue equity warrants during the period of a public offer for the 

company’s shares (Resolution 12) 

2. Increase share capital during the period of a public offer 

(Resolution 13) 

Share buybacks and reduction in share capital 

3. Purchase by the company of its own shares (Resolution 10) 


- The number of warrants is capped at the number of existing 

shares 

Ceilings fixed in the relevant authorisations 


Total outlay capped at €1 billion 

4. Reduce share capital by cancelling shares (Resolution 11) 10% of the share capital in any 24-month period 


(18 months) 


(18 months) 


(18 months) 


(18 months) 

3 • EMPLOYEE SHARE 

OWNERSHIP 

At 31 December 2011, Group employees owned 

23.33% of the share capital of Bouygues and 

28.09% of the voting rights through a number of 

employee share ownership funds. 

The share ownership fund created in 1968 invests 

in Bouygues shares bought on the market. At 

31 December 2011, this fund held 4.55% of the 

share capital and 6.01% of the voting rights. 

The Group's share ownership plan is funded by 

voluntary contributions from employees and additional 

contributions paid by the company. These are 

invested in Bouygues shares by direct purchases 

made on the market. At 31 December 2011, this 

fund held 8.92% of the share capital and 11.10% 

of the voting rights. 

Following the capital increases carried out in 2007, 

2009 and 2010, the leveraged share ownership 

plans known as Bouygues Partage, Bouygues 

Confiance 4, Bouygues Partage 2 – five years, 

Bouygues Partage 2 – ten years and Bouygues 

Confiance 5, held 9.62% of the share capital and 

10.67% of the voting rights at 31 December 2011. 

The Bouygues Immobilier share ownership fund 

held 0.24% of the share capital and 0.31% of the 

voting rights at 31 December 2011. 

. 

4 • POTENTIAL 

CREATION OF NEW 

SHARES 

At 31 December 2011, no stock options were readily 

exercisable. The exercise price of the options 

that are out of the lock-up period exceeds the share 

price at 31 December 2011, the year’s final price, 

namely €24.345. 


4 


information 

Share capital 

5 • SHARE BUYBACKS 

5.1 Use in 2011 of 

authorisations granted by 

the Annual General Meeting 

The Combined Annual General Meetings of 29 April 

2010 and 21 April 2011 approved share buyback 

programmes authorising the Board of Directors, 

on the basis of Articles L. 225-209 et seq. of the 

Commercial Code, to buy, on- or off-market, a 

number of shares representing up to 10% of the 

company’s share capital as at the purchase date, 

for the purposes set out in European Commission 

Regulation (EC) 2273/2003 of 22 December 2003 

and within the confines of market practices authorised 

by the AMF. 

The Combined Annual General Meetings of 29 

April 2010 and 21 April 2011 authorised the Board 

of Directors to reduce the share capital by cancelling 

up to 10% of the shares comprising the share 

capital in any 24-month period. 

The Extraordinary General Meeting of 10 October 

2011 authorised the Board of Directors to buy up to 

41,666,666 shares as part of the share repurchase 

tender offer and to cancel the shares thus acquired. 

Transactions carried out by Bouygues in its own shares in 2011 

Number of own shares held by the company at 31 December 2010 4,820,194 

Shares purchased 48,959,351* 

Shares cancelled 51,639,953* 

Shares sold 2,031,592 

Number of own shares held by the company at 31 December 2011 108,000 

Value (purchase price) of own shares held by the company at 31 December 2011 €2,602,800 

Breakdown of transactions by purpose 

Cancellation of shares 

Shares cancelled 51,639,953* 

Reallocations - 

Number of own shares held by the company at 31 December 2011 0 

Liquidity contract 

Shares purchased 2,139,592 

Shares sold 2,031,592 

Reallocations - 

Number of own shares held by the company at 31 December 2011 

under the liquidity contract 

108,000 

(*) Including as part of the share repurchase tender offer 

The table below, prepared in accordance with 

Article L. 225-211 of the Commercial Code, summarises 

the transactions carried out pursuant to 

these authorisations in 2011. 


5.2 Description of the new 

share buyback programme 

submitted for approval 

by the Combined Annual 

General Meeting of 

26 April 2012 

Pursuant to Articles 241-2 and 241-3 of the AMF 

General Regulation, the company sets out below 

a description of the share buyback programme 

to be submitted for approval by the Combined 

Annual General Meeting of 26 April 2012. This 

programme is intended to replace the one authorised 

by the Combined Annual General Meeting of 

21 April 2011. 

5.2.1 Number of shares and proportion 

of share capital held by Bouygues – 

Open derivatives positions 

In January 2012, the company purchased 78,680 

shares and sold 130,680. All these purchases 

and sales were made under the liquidity contract. 

At 31 January 2012, the company’s capital was 

made up of 314,869,079 shares, 56,000 of which 

were held by Bouygues via a liquidity contract, 

representing 0.02% of the share capital. 

At that same date, open derivatives positions were 

as follows: 

Calls purchased: 

5.2.2 Objectives of the new buyback 

programme 

Subject to approval by the Annual General Meeting, 

the buyback programme may be used to: 

> cancel shares under the conditions provided 

for by law, subject to authorisation by the 

Extraordinary General Meeting; 

> ensure the liquidity of and organise trading in 

the company’s shares, through an investment 

service provider acting under the terms of a 

liquidity agreement that complies with a code 

of conduct recognised by the AMF; 

> retain shares with a view to using them subsequently 

as a medium of payment or exchange in 

an acquisition, merger, spin-off or contribution, 

where applicable, in accordance with market 

practice recognised by the AMF and applicable 

regulations; 

> retain shares with a view to delivering them 

subsequently upon exercise of rights attached 

to securities that are redeemable, convertible, 

exchangeable or otherwise exercisable for the 

company’s shares; 

> allot shares to employees or corporate officers 

of the company or related companies under the 

terms and conditions laid down by law, in particular 

as part of profit-sharing schemes, stock 

option schemes, company savings schemes 

and inter-company savings schemes or through 

an allotment of bonus shares; 

> implement any market practice accepted by the 

AMF and generally to carry out any other transaction 

in compliance with prevailing regulations. 

5.2.3 Maximum proportion of capital, 

maximum number and characteristics 

of shares 

Under the terms of this programme, Bouygues 

may acquire shares representing a maximum of 

5% of its share capital. In theory, this equates to 

15,743,453 shares at 31 January 2012, subject to 

any adjustments in connection with share capital 

transactions. 

Where shares are bought back for liquidity purposes, 

the number of shares included for the 

purposes of calculating 5% of the share capital is 

the number of shares purchased, less the number 

of shares resold during the authorisation period. 

In accordance with the law, the total number of 

shares held at a given date may not exceed 10% 

of issued share capital at that date. 

Within the scope of this authorisation, the company 

may purchase its own shares on- or off-market. The 

purchase price may not exceed €60 per share, 

subject to any adjustments in connection with share 

capital transactions. 

Shares repurchased and retained by Bouygues 

shall not carry voting or dividend rights. Shares 

may be purchased, in compliance with applicable 

regulations, in any manner, including on- or offmarket 

and over-the-counter, through derivative 

financial instruments, and at any time, including 

in particular during a public tender or exchange 

offer. The entire programme may be carried out 

through block trades. 

5.2.4 Term of programme 

18 months with effect from the Combined Annual 

General Meeting of 26 April 2012, i.e. until 26 

October 2013. 

Option 

1 

Option 

2 

Option 

3 

Option 

4 

Option 

5 

Option 

6 

Option 

7 

Option 

8 

Option 

9 

Number of 

shares 

3,097,350 232,991 53,205 148,032 25,752 74,408 21,560 569,624 121,413 

Expiry date 21/06/2012 29/06/2012 21/12/2012 28/11/2014 29/11/2019 

Average 

exercise 

price (€) 

30.92 44.94 45.15 53.25 53.59 26.84 26.96 26.84 26.96 

Shares acquired may be sold under the conditions 

laid down by the AMF in its instruction dated 

19 November 2009 regarding the introduction of a 

new regime governing the buyback of a company’s 

own shares. 

The maximum amount of funds that may be used 

for this share buyback programme is €1 billion. 


Results of Bouygues SA 

4 


information 

Results of Bouygues SA 

1 • DIVIDEND 

Appropriation and 

distribution of the earnings 

of Bouygues SA 

(parent company) 

The Annual General Meeting, having acquainted 

itself with the management report and having 

noted that distributable earnings amount to 

€2,597,687,828.42, is asked to approve the following 

appropriation and distribution: 

> distribution of a dividend of €1.60 per share, 

representing a total amount of €503,790,526.40; 

> appropriation of the balance, amounting to 

€2,093,897,302.02, to retained earnings. 

If Bouygues holds any of its own shares at the 

dividend payment date, an amount equal to the 

dividends not distributed because of the nature 

of these shares will be appropriated to retained 

earnings. 

Subject to approval by the Annual General Meeting, 

the dividend of €1.60 per share will be paid in cash. 

The payment date will be 4 May 2012; the dividend 

detachment date (ex-date) for the Euronext Paris 

market will be 30 April 2012; and the cut-off date 

for the positions which, after settlement, will qualify 

for payment (record date) will be close of business 

on 3 May 2012. 

The company is required by law to state the amount 

of dividends distributed in respect of the last three 

financial years. They were as follows: 

2008 2009 2010 

Number of shares 342,818,079 354,267,911 365,862,523 

Dividend per share (€) 1.60 1.60 1.60 

Total dividend (a)(b) (€) 545,090,553.60 566,147,057.60 570,328,377.60 

(a) The amounts shown represent dividends actually paid, taking account of the fact that shares held by the company itself do not qualify for dividend 

(b) Amounts eligible for the 40% tax relief mentioned in paragraph 2 of Article 158.3 of the French General Tax Code 

Dividends not claimed within five years are paid to the French government. 

2 • FIVE-YEAR FINANCIAL SUMMARY: BOUYGUES SA (PARENT COMPANY) 

1. CAPITAL AT YEAR-END 

a) Share capital (€ million) 

b) Number of ordinary shares in issue 

c) Maximum number of shares issuable in future by exercise of stock 

options 

2. OPERATIONS AND RESULTS FOR THE YEAR (€ million) 

a) Sales excluding taxes 

b) Earnings before tax, depreciation, amortisation, impairment and 

provisions 

c) Income tax 

d) Employee profit-sharing expense 

e) Earnings after tax, depreciation, amortisation, impairment and 

provisions 

f) Distributed earnings 

3. PER SHARE INFORMATION (€) 

a) Earnings after tax but before tax, depreciation, amortisation, 

impairment and provisions 

b) Earnings after tax, depreciation, amortisation, impairment and 

provisions 

c) Gross dividend per share 

4. PERSONNEL 

a) Average number of employees during the year 

b) Total payroll for the year (€ million) 

c) Amounts paid in respect of employee benefits (social security, 

welfare benefits, etc.) for the year (€ million) 

2007 2008 2009 2010 2011 

348 

347,502,578 

19,803,112 

68 

603 

165 

(1) 

751 

510 

2.21 

2.16 

1.50 

171 

31 

12 

343 

342,818,079 

6,650,786 

80 

828 

145 

(1) 

882 

545 

2.84 

2.57 

1.60 

179 

46 

15 

354 

354,267,911 

6,785,691 

69 

836 

135 

(1) 

1,017 

566 

2.74 

2.87 

1.60 

179 

31 

13 

366 

365,862,523 

6,192,274 

66 

655 

194 

(1) 

894 

570 

2.32 

2.44 

1.60 

182 

31 

13 

315 

314,869,079 

- 

69 

692 

135 

(1) 

808 

504 

2.63 

2.57 

1.60 

184 

31 

14 


Legal information 

1 • GENERAL 

INFORMATION 

Company name 

Registered office 

Bouygues 

32 avenue Hoche 

75008 Paris 

France 

Telephone +33 1 44 20 10 00 

Registration No. 

APE Code 

Form 

572 015 246 Paris 

7010Z 

Société Anonyme 

(public limited company) 

Date of 

incorporation 15 October 1956 

Termination date 14 October 2089 

Financial year 

Governing law 

1 January to 31 December 

Bouygues is incorporated 

under French law. The activities 

exercised by Group entities 

on international markets 

are generally subject to the 

legislation of the country concerned, 

or to other legislation, 

made applicable by contract 

or by international rule of 

law. The Group is present in 

several dozen countries. For 

a single project, many different 

contracts may be signed, 

often governed by different 

rules of law. 

2 • BY-LAWS 

2.1 Purpose 

(Article 2 of the by-laws) 

The company has as its purpose in all countries: 

> the acquisition, directly or indirectly, of interests 

in all French or foreign companies or groupings, 

whatever their purpose or business, and the 

management and disposal as appropriate of 

such interests; 

> the creation, acquisition, operation and disposal 

of all French or foreign undertakings, in any field 

of business, whether industrial, commercial 

or financial, including in particular in the construction 

sector (building, civil works, roads, 

property) and the service sector (public utilities 

management, media, telecommunications); 

> and, in general, all industrial, commercial, 

financial, mining and agricultural operations or 

transactions, involving movable or real property 

relating directly or indirectly to the purpose set 

forth above or to all similar or related purposes 

that may enable or facilitate the achievement or 

pursuit thereof. 

2.2 Appropriation of 

earnings 


At least 5% of net earnings for the year, less prioryear 

losses if any, are retained in order to constitute 

the legal reserve. This requirement ceases to be 

mandatory when the legal reserve equals one-tenth 

of the share capital. 

After appropriations to other reserves and retained 

earnings as decided by the Annual General 

Meeting, the balance of distributable earnings is 

divided between the shareholders. 

2.3 Annual General 

Meetings (Articles 19 to 21 

of the by-laws) 

Annual General Meetings are called in accordance 

with the formalities required by law; they include 

all shareholders, whatever the number of shares 

they hold. 

2.4 Economic and voting 

rights attached to shares 

(Articles 10 and 12 of the 

by-laws) 

Each share has pecuniary and non-pecuniary 

rights, in compliance with law and as set out in 

the by-laws. In particular, Article 10 of the by-laws 

states that each share entitles the holder to partownership 

of corporate assets and to part of the 

profits equal to the portion of the capital it represents. 

Article 12 of the by-laws states that, unless 

otherwise specified by law, and unless the double 

voting rights described hereafter apply, the number 

of voting rights of each shareholder, and the 

number of votes expressed in the Annual General 

Meeting, is equal to the number of shares owned. 

2.5 Double voting rights 


This provision has been in force since 1 January 

1972. It is based on a measure introduced in 

the by-laws by the Annual General Meeting of 


Double voting rights are allocated to all fully 

paid-up shares that are proved to have been 

registered in the name of the same holder for at 

least two years. 

In the event of a capital increase by incorporation of 

reserves, profits or premiums, double voting rights 

are conferred as of issue for registered shares 

allocated as a bonus to shareholders in respect 

of existing shares conferring such entitlement. 

Double voting rights attached to registered shares 

will be lost if those shares are converted into bearer 

shares or if title to them is transferred, except where 

otherwise provided by law. 

An Extraordinary General Meeting may not abolish 

double voting rights unless authorised to do so by 

a special meeting of holders of those rights (Article 

L. 225-99 of the Commercial Code). 

2.6 Notification of major 

holdings 

(Article 8.3 of the by-laws) 

Persons or entities directly or indirectly holding 

at least 1% of the share capital or voting rights 

are required to inform the company of the total 

number of shares they own. Notification must be 

made by registered letter with acknowledgement of 

receipt sent to the registered office within 15 days 

of conclusion of the transaction, on- or off-market, 

irrespective of delivery of the securities. 

Further notification must be provided as set out 

above each time a shareholding increases or 

decreases by 1%. 

If disclosures are not made under the conditions 

set forth above, the voting rights attached to shares 

exceeding the fraction that should have been 

disclosed are suspended under the conditions 

provided by law if a request to that effect is made 

at the Annual General Meeting by one or more 

shareholders holding at least 5% of the company’s 

share capital or voting rights. 

BOUYGUES • 2011 Registration Document • LEGAL AND FINANCIAL INFORMATION • Legal information • 210

4 


information 

Legal information 

Under the terms of Article 8.2 of the by-laws, the 

company is authorised to use all legal means 

to identify the holders of securities conferring 

an immediate or future right to vote at general 

meetings. 


AGREEMENTS ENTERED 

INTO BY BOUYGUES 

The material provisions of the Bouygues Telecom 

shareholder agreement are the following: a reciprocal 

right of pre-emption; prohibition, without the 

prior agreement of the other shareholders, on 

disposals of securities to a telephone operator providing 

services to the public; and an undertaking 

by each party not to acquire a stake in the capital 

of any competing operator. 

4 • FACTORS LIKELY TO 

HAVE AN IMPACT ON 

ANY PUBLIC TENDER 

OFFER PRICE (ARTICLE 

L. 225-100-3 OF THE 

COMMERCIAL CODE) 

The factors likely to have an impact on the offer 

price in any potential tender offer relating to 

Bouygues’ shares are set out below: 

> Capital structure: information relating to 

Bouygues’ capital structure is set out in the 

section on Share ownership. The main shareholders 

of Bouygues are SCDM and company 

employees. In view of their respective weight, 

the votes of these shareholders could have an 

impact on the outcome of any public tender offer 

for the capital of Bouygues; 

> Restrictions in the by-laws on the exercise of 

voting rights: Article 8.3 of the by-laws, summarised 

in paragraph "2. By-laws" of this section, 

makes provision to suspend the voting rights 

of shareholders who fail to declare ownership 

of at least 1% of capital or voting rights. This 

restriction could have an impact in the event of 

a public tender; 

> Direct or indirect holdings in the share capital of 

which Bouygues is aware, pursuant to Articles 

L. 233-7 and L. 233-12 of the Commercial Code: 

the relevant information is set out in the section 

on Share ownership; 

> A list of owners of any security with special 

control rights, with a description of these rights: 

not applicable; 

> Control mechanisms provided for within employee 

share ownership plans: the regulations of 

the various employee share ownership funds 

created by Bouygues stipulate that voting 

rights are exercised by the Supervisory Boards 

of those funds and not directly by employees. 

These employee share ownership funds, which 

held 28.09% of voting rights as at 31 December 

2011, could therefore have an impact on the 

price of any public tender offer; 

> Agreements between shareholders of which 

Bouygues is aware and which could result in 

restrictions on the transfer of shares and in the 

exercise of voting rights: not applicable; 

> Rules applicable to the appointment and 

replacement of members of the Board of 

Directors: the following is specified in Article 13 

of the by-laws: 

• the Board of Directors has between three and 

18 members, subject to the waiver provided 

for by law in the event of a merger, appointed 

by the Annual General Meeting. It also has 

up to two members representing employee 

shareholders. These members are elected 

by the Annual General Meeting on the recommendation 

of the Supervisory Boards of 

the employee share ownership funds set up 

as part of the savings schemes run by the 

Bouygues group; 

• the functions of a director elected from the 

employees sitting on the Supervisory Board 

of one of the employee share ownership 

funds will automatically terminate early if the 

director’s employment contract terminates 

(excluding the case of an intra-Group transfer) 

or if the company for which the director 

works leaves the Bouygues group. The Board 

of Directors will then take all necessary steps 

to replace the director whose term of office 

has expired; 

• directors can be re-elected; 

• directors can be dismissed at any time by 

the Ordinary Annual General Meeting, in the 

case of directors chosen from shareholders; 

• directors appointed from the members of the 

Supervisory Boards of employee share ownership 

funds, and who represent employees, 

can be dismissed only for misconduct during 

their term of office, following a legal decision; 

• legal persons acting as directors are required 

to appoint a permanent representative, in 

compliance with legal conditions. 

See also the details in the Chairman’s report. 

> Rules applicable to changes in company bylaws: 

Article L. 225-96 of the Commercial Code 

specifies that only the Extraordinary Annual 

General Meeting has the power to change the 

by-laws. Any other clauses will be considered 

as not written. 

> Powers of the Board of Directors with respect to 

issuance and buyback of shares. See the summary 

of authorisations in points 1.3, 2 and 5 of 

the Share capital section above. In particular: 

• the Combined Annual General Meeting of 

21 April 2011 (23rd resolution) authorised 

the Board of Directors to issue equity warrants 

during a public tender offer for the 

company’s shares. The nominal amount of 

the capital increase that could result from the 

exercise of these equity warrants may reach 

€400 million. The Combined Annual General 

Meeting convened for 26 April 2012 will be 

asked to replace this delegation by a further 

delegation with the same purpose; 


21 April 2011 (24th resolution) also authorised 

the Board of Directors to use, during 

the period of the public tender offer for the 

company’s shares, all the authorisations 

and delegations of powers at its disposal to 

increase the share capital, particularly for the 

benefit of employees and corporate officers. 

The Combined Annual General Meeting 

convened for 26 April 2012 will be asked to 

replace this delegation by a further delegation 

with the same purpose; 


21 April 2011 (9th resolution) also authorised 

the Board of Directors to trade in the 

company’s shares, including during a public 

tender offer for the company’s shares. The 

Combined Annual General Meeting convened 

for 26 April 2012 will be asked to 

replace this delegation by a further delegation 

with the same purpose; 


Agreements entered into by Bouygues, which 

will be modified or expire in the event of a 

change of control of Bouygues: 

The ten-year bonds maturing in 2016, seven-year 

bonds maturing in 2013, 20-year sterling bonds 

maturing in 2026, seven-year bonds maturing in 

2015, eight-year bonds maturing in 2018, as well 

as the nine-year bonds maturing in 2019, include 

a change of control clause providing for the early 

redemption of bonds in the event of a change of 

control of Bouygues, accompanied by a rating 

downgrade. 

A change in the capital structure of Bouygues 

could potentially jeopardise TF1’s authorisation 

to operate a national terrestrial television 

broadcasting service. Article 41-3-2 of the Act of 

30 September 1986 governing audiovisual media 

specifies that any natural or legal person who 

controls, within the meaning of Article L. 233-3 of 

the Commercial Code, any company holding such 

an authorisation, or which has placed it under its 

authority or dependency, is deemed to be the 

holder of the authorisation. Article 42-3 adds that 

the authorisation may be withdrawn, without prior 

formal notice, if there is any substantial change 

in the circumstances on the basis of which the 

authorisation was granted, notably changes in 

capital structure. 

services to the public (including the decree of 

3 December 2002 on third-generation networks) 

specify that Arcep must be informed of "any 

changes to any one of the items included in the 

request for authorisation" prior to implementation. 

The information included in the request for authorisation 

includes the breakdown of share ownership 

of the company or companies directly or indirectly 

controlling the holder of the authorisation. 

> Agreements making provision for compensation 

for members of the Board of Directors or employees, 

if they resign or leave the company without 

real and serious cause, or if their employment 

comes to an end following a public tender offer: 

not applicable. Nevertheless, although this is 

not severance pay, a director who is also an 

employee is covered by the applicable collective 

agreement (for Bouygues SA, the collective 

agreement for construction executives in the 

Paris region) and is therefore eligible for the 

compensation set out in the agreement if his or 

her contract of employment comes to an end. 

Yves Gabriel, Hervé Le Bouc and Nonce Paolini 

would be eligible for compensation of this type. 

5 • BREAKDOWN OF 

AMOUNTS OWED TO 

SUPPLIERS 

Pursuant to Articles L. 441-6-1 and D. 441-4 of the 

Commercial Code (construction and civil works 

sector), the company has published a breakdown 

by due date of amounts owed to suppliers at 

31 December 2011, as set out below. 

< 30 days > 30 days 

2011 €2,760,993 €63,745 

Accrual expenses: €8,879,489 of which invoices 

due: €2,853,083 (contested or disputed amounts: 

none) 

< 30 days > 30 days 

2010 €705,285 €45,579 

Accrual expenses: €6,633,401 of which invoices 

due: €1,647,247 (contested or disputed amounts: 

none) 

6 • PUBLICLY AVAILABLE 

DOCUMENTS 

During the validity of this Registration Document, 

originals or copies of the following documents may 

be accessed at the registered office of Bouygues 

and/or online at the website www.bouygues.com, 

under Finance/Shareholders: 

> Company by-laws; 

> Reports drawn up by the auditors, parts of which 

are incorporated or referred to in the Registration 

Document; 

> Historic financial data relating to the company 

and its subsidiaries for the two financial years 

preceding the publication of the Registration 


Moreover, any changes in the capital and voting 

rights of Bouygues could throw doubt upon the 

ability of Bouygues Telecom to provide the financial 

and technical guarantees necessary to operate 

its network and supply services to the public, and 

could lead Arcep (French electronic communications 

regulator) to re-examine the validity of the 

authorisations granted to Bouygues Telecom. The 

decrees authorising Bouygues Telecom to establish 

and operate its wireless network and supply 

BOUYGUES • 2011 Registration Document • LEGAL AND FINANCIAL INFORMATION • Legal information • 212

4 


information 

This page has been left blank intentionally. 


Financial statements 

BOUYGUES • 2011 Registration Document • FINANCIAL STATEMENTS • 214

5 


Contents 

Consolidated financial statements 216 

Consolidated balance sheet 216 

Consolidated income statement 217 

Statement of recognised income and expense 217 

Changes in consolidated shareholders' equity 218 

Consolidated cash flow statement 219 

Notes to the consolidated financial statements 220 

Parent company financial statements 

(French GAAP) 269 

Balance sheet 269 

Income statement 270 

Cash flow statement 270 

Notes to the parent company financial statements 271 

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Consolidated financial statements 

CONSOLIDATED BALANCE SHEET AT 31 DECEMBER 2011 (e million) 

Assets 

Liabilities and shareholders' equity 

Note 

31/12/2011 

Net 

31/12/2010 

Net 

Note 

31/12/2011 

Net 

31/12/2010 

Net 

Property, plant and equipment 3.2.1 6,542 6,159 

Intangible assets 3.2.2 1,209 990 

Goodwill a 3.2.3 5,580 5,531 

Investments in associates b 3.2.4 5,085 5,020 

Other non-current financial assets 3.2.4 770 659 

Deferred tax assets and non-current tax receivable 7.1 256 261 


Inventories, programmes and broadcasting rights 4.1 2,727 2,680 

Advances and down-payments on orders 4.2 390 396 

Trade receivables 4.3 6,739 6,167 

Tax asset (receivable) 4.3 121 134 

Other current receivables and prepaid expenses 4.3 2,050 1,982 

Cash and cash equivalents 4.4 3,415 5,576 

Financial instruments c 17.3 23 13 

Other current financial assets 15 18 


Assets held for sale and discontinued operations 

TOTAL ASSETS 16 34,922 35,586 

(a) Goodwill of fully consolidated entities 

(b) Entities accounted for by the equity method (including goodwill on such entities) 

(c) Fair value hedges of financial liabilities 

Shareholders' equity 

- Share capital 5.1 315 366 

- Share premium and reserves 6,907 8,027 

- Translation reserve 5.3.1 69 8 

- Treasury shares (155) 

- Consolidated net profit for the period 1,070 1,071 

Shareholders' equity attributable to the Group 5.2 8,361 9,317 

Minority interests 5.2 1,317 1,290 

SHAREHOLDERS' EQUITY 5.2 9,678 10,607 

Non-current debt 8.1 6,807 6,750 

Non-current provisions 6.1 1,865 1,870 

Deferred tax liabilities and non-current tax liabilities 7.2 203 112 


Advances and down-payments received 1,574 1,413 

Current debt 8.1 216 994 

Current taxes payable 136 137 

Trade payables 6,826 6,347 

Current provisions 6.2 831 930 

Other current liabilities 10 6,445 6,089 

Overdrafts and short-term bank borrowings 239 294 

Financial instruments c 17.3 38 24 

Other current financial liabilities 64 19 

CURRENT LIABILITIES 10 16,369 16,247 

Liabilities on held-for-sale assets and discontinued operations 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 16 34,922 35,586 

Net surplus cash/(net debt) 9/16 (3,862) (2,473) 

BOUYGUES • 2011 Registration Document • FINANCIAL STATEMENTS • Consolidated financial statements • 216

5 



CONSOLIDATED INCOME STATEMENT 

(e million) 

STATEMENT OF RECOGNISED INCOME AND EXPENSE 

(e million) 

Note 

Full year 

2011 

Full year 

2010 

SALES a 11/16 32,706 31,225 

Other revenues from operations 139 144 

Purchases used in production (14,847) (13,886) 

Personnel costs (6,778) (6,504) 

External charges (7,501) (7,091) 

Taxes other than income tax (653) (633) 

Net depreciation and amortisation expense 16 (1,411) (1,392) 

Net charges to provisions and impairment losses 16 (387) (549) 

Changes in production and property development inventories (22) (116) 

Other income from operations b 1,288 1,250 

Other expenses on operations (715) (688) 

CURRENT OPERATING PROFIT 12/16 1,819 1,760 

Other operating income 12 38 108 

Other operating expenses 12 (77) 

OPERATING PROFIT 12 1,857 1,791 

Financial income 13.1 82 64 

Financial expenses 13.1 (359) (394) 

COST OF NET DEBT 13/16 (277) (330) 

Other financial income 13.2 55 101 

Other financial expenses 13.2 (68) (95) 

Income tax expense 14/16 (528) (482) 

Share of profits and losses of associates 16 198 278 

NET PROFIT FROM CONTINUING OPERATIONS 16 1,237 1,263 

Net profit from discontinued and held-for-sale operations 0 

NET PROFIT 16 1,237 1,263 

Net profit attributable to the Group 16 1,070 1,071 

Net profit attributable to minority interests 167 192 

BASIC EARNINGS PER SHARE FROM CONTINUING OPERATIONS (€) 15.2 3.06 3.03 

DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS (€) 15.2 3.06 3.02 

(a) Of which sales generated abroad (including export sales) 10,105 9,649 

(b) Of which reversals of unutilised provisions/impairment losses & other items 375 371 

Full year 

2011 

Full year 

2010 

Net profit for the period 1,237 1,263 

Items not reclassifiable to profit or loss 

Actuarial gains/losses on employee benefits (amendment to IAS 19) 27 (11) 

Change in remeasurement reserve - - 

Net tax effect of equity items not reclassifiable to profit or loss (11) 2 

Share of non-reclassifiable income and expense of associates a (30) (35) 

Items reclassifiable to profit or loss 

Change in cumulative translation adjustment of controlled entities 62 38 

Net change in fair value of financial instruments used for hedging purposes (69) 23 

and of other financial assets (including available-for-sale financial assets) b 

Net tax effect of equity items reclassifiable to profit or loss c 12 (7) 

Share of reclassifiable income and expense of associates a (19) 19 

Income and expense recognised directly in equity (28) 29 

Total recognised income and expense 1,209 1,292 

Attributable to the Group 1,040 1,092 

Attributable to minority interests 169 200 

(a) Relates primarily to Alstom (accounted for by the equity method) 

(b) Includes reclassification adjustments: -€5m (€6m in full-year 2010) 

(c) Includes reclassification adjustments: €2m (-€2m in full-year 2010) 


CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY – YEAR ENDED 31 DECEMBER 2011 (e million) 

Share capital & 

share premium 

Reserves related 

to capital/retained 

earnings 

Consolidated 

reserves and 

profit for the 

period 

Translation 

reserve 

Treasury 

shares 

Items recognised 

directly in equity 

TOTAL 

ATTRIBUTABLE 

TO THE GROUP 

POSITION AT 1 JANUARY 2010 2,423 1,823 4,485 (56) (139) 8,536 1,190 9,726 

MOVEMENTS IN 2010 

Capital and reserves transactions, net 288 451 (451) 7 295 295 

Acquisitions/disposals of treasury shares (155) 83 (72) (72) 

Acquisitions/disposals 

without loss of control (2) (2) (2) 

Dividend paid (566) (566) (108) (674) 

Other transactions with shareholders (1) 34 33 1 34 

Net profit for the period 1,071 1,071 192 1,263 

Other recognised income and expense b 64 (43) 21 8 29 

Total recognised income and expense 0 0 1,071 64 0 (43) 1,092 200 1,292 

Changes in scope of consolidation 

and other items 1 1 7 8 

POSITION AT 31 DECEMBER 2010 2,711 2,273 4,574 8 (155) (94) 9,317 1,290 10,607 

MOVEMENTS IN 2011 

Capital and reserves transactions, net (1,557) 324 (324) 1,574 (9) 8 6 14 

Acquisitions/disposals of treasury shares (1,419) (3) (1,422) (1,422) 

Acquisitions/disposals 

without loss of control 4 (35) (31) (31) 

Dividend paid (570) (570) (124) (694) 

Other transactions with shareholders 19 19 19 

Net profit for the period 1,070 1,070 167 1,237 

Other recognised income and expense b 57 a (87) (30) 2 (28) 

Total recognised income and expense 0 0 1,070 57 0 (87) 1,040 169 1,209 

Changes in accounting policy and scope 

of consolidation, and other items 

Minority 

interests 

TOTAL 

(10) 10 0 (24) (24) 

POSITION AT 31 DECEMBER 2011 1,154 2,597 4,759 69 0 (218) 8,361 1,317 9,678 

(a) Translation reserve 

Attributable to: Group Minority interests Total 

Controlled entities 61 1 62 

57 

Associates (4) (4) 

Change in scope of consolidation 4 4 

61 1 62 

(b) See the statement of recognised income and expense 


5 



CONSOLIDATED CASH FLOW STATEMENT (e million) 

Note 

Full year 

2011 

Full year 

2010 

I - CASH FLOW FROM CONTINUING OPERATIONS 

A - NET CASH GENERATED BY/(USED IN) OPERATING ACTIVITIES 

Cash flow: 

Net profit from continuing operations 1,237 1,263 

Share of profits effectively reverting to associates (84) (124) 

Elimination of dividends (non-consolidated companies) (14) (8) 

Charges to/(reversals of) depreciation, amortisation, 

impairment & non-current provisions 1,454 1,481 

Gains and losses on asset disposals (77) (91) 

Miscellaneous non-cash charges 4 (89) 

Sub-total 2,520 2,432 

Cost of net debt 277 330 

Income tax expense for the period 528 482 

Cash flow 16 3,325 3,244 

Income taxes paid during the period (399) (501) 

Changes in working capital related to operating activities a (56) (52) 

NET CASH GENERATED BY/(USED IN) OPERATING ACTIVITIES 2,870 2,691 

B - NET CASH GENERATED BY/(USED IN) INVESTING ACTIVITIES 

Purchase price of property, plant and equipment and intangible assets 16 (2,056) (1,507) 

Proceeds from disposals of property, plant and equipment 

and intangible assets 16 170 84 

Net liabilities related to property, plant and equipment and intangible assets 118 28 

Purchase price of non-consolidated companies and other investments 16 (63) (24) 

Proceeds from disposals of non-consolidated companies and other investments 16 2 219 

Net liabilities related to non-consolidated companies and other investments 35 6 

Effects of changes in scope of consolidation 

Purchase price of investments in consolidated activities 16 (86) (470) 

Proceeds from disposals of investments in consolidated activities 16 33 20 

Net liabilities related to consolidated activities (1) 1 

Other cash effects of changes in scope of consolidation 24 (51) 

Other cash flows related to investing activities 

(changes in loans, dividends received from non-consolidated companies) (53) (47) 

NET CASH GENERATED BY/(USED IN) INVESTING ACTIVITIES (1,877) (1,741) 

C - NET CASH GENERATED BY/(USED IN) FINANCING ACTIVITIES 

Capital increases paid up, movements in treasury shares, and other transactions 

between shareholders 

Note 

Full year 

2011 

Full year 

2010 

(1,377) 78 

Dividends paid during the period: 

Dividends paid to shareholders of the parent company (570) (566) 

Dividends paid to minority shareholders of consolidated companies (124) (108) 

Change in debt (768) 565 

Cost of net debt (277) (330) 

Other cash flows related to financing activities (9) 133 

NET CASH GENERATED BY/(USED IN) FINANCING ACTIVITIES (3,125) (228) 

D - EFFECT OF FOREIGN EXCHANGE FLUCTUATIONS 26 105 

CHANGE IN NET CASH POSITION (A + B + C + D) (2,106) 827 

Net cash position at 1 January 9 5,282 4,455 

Net cash flows during the period 9 (2,106) 827 

Other non-monetary flows 

Net cash position at end of period 9 3,176 5,282 

II - CASH FLOWS FROM DISCONTINUED AND HELD-FOR-SALE 

OPERATIONS 

Net cash position at 1 January 

Net cash flows during the period 

Net cash position at end of period 

(a) Definition of change in working capital related to operating activities: Current assets - current liabilities (excluding income taxes paid, which 

are reported separately) 


Notes to the consolidated financial statements 

Contents 

Page 

1. Significant events of the year 221 

2. Accounting policies 222 

3. Non-current assets 232 

4. Current assets 239 

5. Consolidated shareholders’ equity 242 

6. Non-current and current provisions 243 

7. Non-current tax assets and liabilities 244 

8. Non-current and current debt 246 

19. Headcount, employee benefit obligations 

and employee share ownership 260 

20. Disclosures on related parties and remuneration 

of directors/senior executives 263 

21. Additional cash flow statement information 264 

22. Auditors’ fees 265 

23. Principal exchange rates 266 

24. Principal companies included in the consolidation 

at 31 December 2011 267 

(Figures in millions of euros unless otherwise indicated) 

9. Main components of change in net debt 248 

10. Current liabilities 248 

11. Analysis of sales and other revenues from operations 248 

12. Operating profit 250 

13. Cost of net debt/Other financial income and expenses 250 

14. Income tax expense 251 

15. Net profit from continuing operations and basic/diluted 

earnings per share from continuing operations 251 

16. Segment information 252 

17. Financial instruments 256 

18. Off balance sheet commitments 258 

Declaration of compliance: 

The consolidated financial statements of Bouygues and its subsidiaries (the "Group") for the year ended 

31 December 2011 have been prepared using the principles and methods defined in the standards issued 

by the International Accounting Standards Board (IASB) – which comprise International Financial Reporting 

Standards (IFRSs), International Accounting Standards (IASs), and interpretations issued by the SIC and 

IFRIC Committees, and are referred to collectively as "IFRS" – as endorsed by the European Union and 

applicable as of 31 December 2011. The Bouygues group has not early adopted as of 31 December 

2011 any standard or interpretation not endorsed by the European Union, except for the amendment to 

IAS 1 relating to the presentation of the statement of recognised income and expense (which is not in 

conflict with pronouncements already endorsed in Europe). 

The financial statements are presented in millions of euros (unless otherwise indicated) and comprise: 

> the balance sheet; 

> the income statement and statement of recognised income and expense; 

> the statement of changes in shareholders’ equity; 

> the cash flow statement; 

> the notes to the financial statements. 

The comparatives presented are from the consolidated financial statements for the year ended 



5 



NOTE 1 • SIGNIFICANT 

EVENTS OF THE YEAR 

1.1 Scope of consolidation 

as at 31 December 2011 

1,132 entities were consolidated at 31 December 

2011, against 1,158 at the end of 2010. The 

net reduction of 26 mainly relates to Bouygues 

Immobilier (deconsolidation of real estate partnerships 

and property companies on project 

completion, etc.), to Colas, and to TF1 (divestment 

of SPS, etc.). 

December 

2011 

December 

2010 

Fully consolidated 865 882 

Proportionately 

consolidated 206 217 

Associates 

(equity method) 61 59 

1,132 1,158 

1.2 Significant events 

1.2.1 Significant events of 2011 

The main acquisitions and corporate actions of 

2011 are described below: 

> Share repurchase tender offer and cancellation 

of treasury shares 

Following the launch of a share repurchase tender 

offer at the start of October 2011, Bouygues 

repurchased 41,666,666 of its own shares, 

representing 11.69% of the company’s share 

capital, for €1,250 million. On 15 November 

2011, the Bouygues Board of Directors decided 

to cancel these shares. 

> On 11 October 2011, Bouygues Telecom was 

awarded, in exchange for €228 million, a licence 

to use a 15 MHz frequency in the 2.6 GHz band 

in France (excluding overseas territories) to 

establish and operate a public mobile radioelectric 

network. This licence, which will be 

brought into use after 2011, was awarded for a 

period of 20 years. 

> Leadbitter Group (Bouygues Construction) 

After receiving clearance from the European 

Commission competition authorities in March 

2011, the Bouygues Construction group 

acquired 51% of the Leadbitter group for 

€37 million via the holding company Leadbitter 

Bouygues Holdings Ltd. The 49% interest held 

by the Leadbitter management team is due to 

be acquired within no more than 4 years. 

The Leadbitter group, which has a construction 

business in the United Kingdom, has been fully 

consolidated in the Bouygues Construction 

group financial statements with effect from 

31 March 2011. Goodwill arising on the transaction, 

calculated using the partial goodwill 

method, amounted to €40 million as at 


The commitment to buy out the minority shareholders 

in the holding company is reported as a 

liability in "Non-current debt" and deducted from 

equity; the amount involved as at 31 December 

2011 was €19 million. 

> Gamma Materials Ltd (Colas) 

At the end of June 2011, Colas acquired a 50% 

interest in Gamma Materials Ltd (Mauritius) for 

€33 million. This interest has been accounted for 

by the proportionate consolidation method since 

1 July 2011. The excess of the purchase price 

over the book value of the net assets acquired 

was €29 million, most of which has been provisionally 

allocated to mineral deposits. 

> Alstom 

Alstom is accounted for by the equity method, 

and is carried at net acquisition cost plus 

Bouygues’ share of Alstom’s net profit since the 

acquisition date. 

Given the time-lag between the financial yearends 

of Alstom (31 March) and Bouygues 

(31 December), the financial contribution of 

Alstom to the Bouygues group’s net profit for the 

fourth quarter of 2011 was estimated at €56 million 

(based on the published results of Alstom 

for the first six months of the financial year ending 

31 March 2012), and at €190 million for the 

year ended 31 December 2011 (compared with 

€235 million for the year ended 31 December 

2010). 

Amortisation of fair value remeasurements of 

identifiable intangible assets and other items 

had a negative impact of €15 million on the 

consolidated income statement for the year 

ended 31 December 2011 (portion attributable 

to the Bouygues group). 

The investment in Alstom is reported under 

"Investments in associates" in the balance sheet, 

at a carrying amount of €4,444 million, including 

goodwill of €2,592 million. 

1.2.2 Reminder of significant events 

of 2010 

The main acquisitions and other corporate actions 

of 2010 are described below: 

> Alstom 

Unwinding of the Alstom Hydro Holding put 

option: 

In November 2009, Bouygues exercised the 

put option over its 50% equity interest in Alstom 

Hydro Holding, in exchange for 4,400,000 

Alstom shares. This transaction was carried out 

further to the agreements reached with Alstom 

in 2006 on the creation of this jointly-owned 

company. 

This exchange deal was completed in 2010, 

and raised the percentage interest held in 

Alstom to 30.8%. In accounting terms, the 

additional acquisition of Alstom shares, valued 

at €217.5 million, generated additional goodwill 

of €128 million, plus a consolidated net gain 

of €41 million recognised in "Other financial 

income". 

> TF1 

Consolidation of TMC and NT1: 

On 11 June 2010, the TF1 group acquired control 

over TMC, TMC Régie and NT1. 

TMC and TMC Régie, which prior to the acquisition 

were accounted for by the proportionate 

consolidation method at 40%, have been fully 

consolidated since 1 July 2010. 

The fair value of the previously-held equity 

interests was measured by an independent firm 

of experts; based on the €135 million paid to 

acquire these interests, a remeasurement gain 

of €96 million (net of acquisition-related costs) 

was recognised in "Other operating income" in 

the year ended 31 December 2010. 

> Colas 

Colas recognised a €27 million impairment loss 

against the goodwill of its Central European 

subsidiaries (Romania, Croatia, Slovakia) as at 

31 December 2010, against a background of 

economic crisis. 

1.3 Consolidated sales 

Consolidated sales for 2011 were €32,706 million, 

4.74% higher than the 2010 figure of €31,225 million. 

1.4 Significant events 

and changes in scope of 

consolidation subsequent 

to 31 December 2011 

On 17 January 2012, Bouygues Telecom was 

granted, in exchange for €683 million, authorisation 

to use 10 MHz frequencies in the 800 MHz band in 

France (excluding overseas territories) to establish 

and operate a public mobile radio-electric network, 

with a commitment to open it to Mobile Virtual 


Network Operators (MVNOs). This authorisation, 

which will come into service at a future date, was 

awarded for a period of 20 years. 

On 9 February 2012, Bouygues carried out a 

bond issue of €800 million with a ten-year maturity 

and a 4.5% interest rate, to refinance debt that is 

approaching maturity. 

NOTE 2 • ACCOUNTING 

POLICIES 

2.1 Business areas 

The Bouygues group is a diversified industrial 

group, with operations in more than 80 countries. 

The Group’s activities are organised into a number 

of business areas: 

a) Construction: 

- Bouygues Construction (building & civil works, 

energy and services) 

- Bouygues Immobilier (property) 

- Colas (roads) 

b) Telecoms/media: 

- TF1 (television) 

- Bouygues Telecom (mobile, fixed, TV and 

internet services) 

c) The Bouygues group also holds a 30.75% interest 

in the Alstom group (Alstom Thermal Power, 

Alstom Renewable Power, Alstom Transport, 

Alstom Grid). 

2.2 Basis of preparation 

The consolidated financial statements of the 

Bouygues group include the financial statements 

of Bouygues SA and its subsidiaries, and investments 

in associates and joint ventures. They are 

presented in millions of euros, the currency in which 

the majority of the Group’s transactions are denomi- 

nated, and take account of the recommendations 

on presentation (Recommendation 2009-R-03) 

issued on 2 July 2009 by the Conseil National de 

la Comptabilité – CNC (now called Autorité des 

Normes Comptables – ANC), the French national 

accounting standard-setter. 

The consolidated financial statements were adopted 

by the Board of Directors on 28 February 2012, 

and will be submitted for approval by the forthcoming 

Annual General Meeting on 26 April 2012. 

The consolidated financial statements for the 

year ended 31 December 2011 were prepared 

in accordance with IFRS using the historical cost 

convention, except for certain financial assets 

and liabilities measured at fair value where this is 

a requirement under IFRS. They include comparatives 

as at and for the year ended 31 December 

2010. 

The Bouygues group applied the same standards, 

interpretations and accounting policies for the year 

ended 31 December 2011 as applied in its consolidated 

financial statements for the year ended 

31 December 2010, except for new IFRS requirements 

applicable from 1 January 2011 (see below) 

and the early adoption of the amendment to IAS 1. 

These changes did not have a material impact on 

the consolidated financial statements. 

Principal new standards, amendments 

and interpretations effective within 

the European Union and mandatorily 

applicable or permitted for early 

adoption for periods beginning on or 

after 1 January 2011: 

> IFRIC 14, "The Limit on a Defined Benefit Asset, 

Minimum Funding Requirements and their 

Interaction" (no impact on the financial statements) 

> IFRIC 19, "Extinguishing Financial Liabilities with 

Equity Instruments" (no impact on the financial 

statements) 

> Revised IAS 24: "Related Party Disclosures" 

(impact on the notes, presented in Note 20) 

> Annual improvements to IFRSs (no impact on 

the financial statements) 

> Amendment to IFRS 7: Disclosures – Transfers 

of Financial Assets (mandatorily applicable from 

1 January 2012, not early adopted by the Group: 

impact on the notes under review) 

Other key standards and amendments 

issued by the IASB but not yet 

endorsed by the European Union 

The table below shows the principal standards 

and interpretations that had been issued by the 

IASB prior to 31 December 2011 but have not yet 

come into effect: 

IASB 

Standard 

effective date* 

Amendment to IFRS 1: Severe Hyperinflation and 

Removal of Fixed Dates for First-Time Adopters 

Amendment to IAS 12: Deferred Tax – Recovery 

of Underlying Assets 

Amendment to IAS 1: Presentation of items of 

Other Comprehensive Income (OCI) a 1 July 2012 

Revised IAS 28: Investments in Associates and 

Joint Ventures 

Elective accounting treatments and 

estimates used in the valuation of 

certain assets, liabilities, income and 

expenses: 

Preparing financial statements to comply with IFRS 

standards and interpretations requires the use 

of estimates and assumptions which may have 

affected the amounts reported for assets, liabilities 

and contingent liabilities at the balance sheet date, 

and the amounts of income and expenses reported 

for the period. 

These estimates and assumptions have been 

applied consistently on the basis of past experience 

and of various other factors regarded as 

reasonable forming the basis of assessments of 

the valuations of assets and liabilities for accounting 

purposes. Actual results may differ materially 

from these estimates if different assumptions or 

conditions apply. 

Expected impact 

on the Bouygues group 

1 July 2011 No impact on the financial statements 

1 January 2012 No impact on the financial statements 

1 January 2013 Under review 

Impact on the presentation of the 

financial statements 

Revised IAS 27: Separate Financial Statements 1 January 2013 No impact on the financial statements 

IFRS 10: Consolidated Financial Statements 1 January 2013 Under review 

IFRS 11: Joint Arrangements 1 January 2013 Under review 

IFRS 12: Disclosure of Interests in Other Entities 1 January 2013 Under review 

IFRS 13: Fair Value Measurement 1 January 2013 Under review 

Amendment to IAS 19: Employee Benefits 1 January 2013 Under review 

IFRS 9: Financial Instruments – Classification and 

Measurement of Financial Assets 

1 January 2015 

Not quantifiable at present 

(endorsement process suspended 

by the European Union) 

(*) Unless otherwise indicated, applicable to accounting periods beginning on or after the date shown in this column 

(a) Although the amendment to IAS 1 has not yet been endorsed by the European Union, the Bouygues group has decided to early adopt it since it is 

not in conflict with pronouncements that have already been endorsed 


5 



The main items involved are the impairment testing 

of goodwill, share-based payment (stock options), 

employee benefits (lump-sum retirement benefits, 

etc.), the fair value of unlisted financial instruments, 

deferred tax assets, and provisions. 

Where no standard or interpretation applies to 

specific transactions, events or conditions, Group 

management exercises its judgement to define 

and apply accounting policies that will provide 

relevant information that gives a fair presentation 

and is comparable between periods, such that the 

financial statements: 

> represent faithfully the financial position, financial 

performance and cash flows of the Group; 

> reflect the economic substance of the underlying 

transactions; 

> are neutral, prudent, and complete in all material 

respects. 

Disclosures about judgements made by management 

are provided in the notes to the consolidated 

financial statements. 

2.3 Consolidation methods 

Full consolidation 

Companies over which Bouygues exercises control 

are consolidated using the full consolidation 

method. 

Assessment of exclusive control over TF1: 

> As at 31 December 2011, Bouygues held 

43.59% of the capital and voting rights of TF1. 

Exclusive control by Bouygues over TF1 is 

demonstrated by the following: 

• Bouygues has consistently and regularly held 

a majority of the voting rights exercised at TF1 

general meetings, and no other shareholder 

directly or indirectly controls a higher share 

of voting rights than Bouygues. 

• Bouygues has clearly had exclusive power 

to determine decisions at TF1 general meetings 

during at least two consecutive financial 

years. 

Other factors indicating the existence of exclusive 

control include: 

> the large number of seats on the TF1 Board of 

Directors allocated to Bouygues; 

> the role of Bouygues in appointing key executives 

of TF1. 

All these factors clearly establish that Bouygues 

exercises exclusive control over TF1. 

Proportionate consolidation: 

investments in joint ventures 

A joint venture is a contractual arrangement whereby 

two or more parties undertake an economic 

activity which is subject to joint control. Bouygues 

consolidates the assets, liabilities, income and 

expenses of such entities using the proportionate 

consolidation method based on the percentage 

of control exercised. This definition applies in 

particular to Bouygues Construction and Colas 

construction project companies, and to Bouygues 

Immobilier property companies. 

Investments in associates 

An associate is a company over which Bouygues 

exercises significant influence without exercising 

control. Significant influence is presumed to exist 

where Bouygues directly or indirectly holds at least 

20% of the entity’s voting rights. 

The net profit or loss and the assets and liabilities 

of such entities are accounted for by the equity 

method. 

> Alstom: Bouygues exercises significant influence 

over Alstom, as demonstrated by its 

30.75% interest in the capital and its control of 

two seats on the Board of Directors. The carrying 

amount of this investment (including goodwill) 

is reported under "Investments in associates" in 

the balance sheet. 

Concession arrangements and Public- 

Private Partnership (PPP) contracts 

The Bouygues Construction group enters into concession 

arrangements and PPP contracts with local 

authorities via entities in which the Group holds an 

equity interest, generally of less than 20%. Given 

the effectively limited role of the Group in these 

entities, they are not consolidated. Equity interests 

in concession operating entities are in the majority 

of cases accounted for as associates by the equity 

method, or otherwise are not consolidated. 

In accordance with IAS 39, equity investments in 

non-consolidated companies are measured at fair 

value, and are subject to impairment testing. 

2.4 Business combinations 

With effect from 1 January 2010, business combinations 

have been accounted for in accordance 

with the revised IFRS 3 and IAS 27, which use the 

concept of "obtaining control" in determining the 

accounting treatment to be applied to acquisitions 

or disposals of equity interests; depending on the 

circumstances, the impacts of such acquisitions 

and disposals are recognised either in consolidated 

profit or loss or in equity. 

In a business combination, the fair value of the 

consideration transferred is allocated to the identifiable 

assets and liabilities of the acquiree, which 

are measured at fair value at the acquisition date 

and presented in the balance sheet using the 

full fair value method in accordance with IFRS 3. 

This method involves remeasuring the assets and 

liabilities acquired at fair value in full (including 

minority interests), rather than remeasuring just the 

percentage interest acquired. 

The revised IFRS 3 allows entities to elect one of 

two methods of accounting for minority interests in 

each business combination: 

> at fair value (full goodwill method), i.e. the minority 

interests are allocated their share of goodwill; 

> at the minority interests’ proportionate share 

of the acquired entity’s identifiable assets and 

liabilities (partial goodwill method), i.e. no share 

of goodwill is allocated to the minority interests. 

Fair value is the amount for which an asset or Cash 

Generating Unit (CGU) could be sold between 

knowledgeable, willing parties in an arm’s length 

transaction. 

Goodwill represents the excess of the cost of a 

business combination over the acquirer’s interest 

in the fair value of the acquiree’s identifiable assets, 

liabilities and contingent liabilities that can be reliably 

measured at the acquisition date; minority 

interests are either measured at fair value or not, 

depending on the option elected (see above). 

Goodwill is allocated to the CGU benefiting from 

the business combination or to the group of CGUs 

at the level of which return on investment is measured 

(business segment for the Bouygues group). 

The purchase price allocation period is limited 

to the time required to identify and measure the 

acquired entity’s assets and liabilities, the minority 

interests, the consideration transferred and the fair 

value of any previously-held equity interest, subject 

to a maximum period of 12 months. 

Negative goodwill (i.e. gain from a bargain purchase) 

is taken to the income statement in the 

period in which the acquisition is made. 


Subsequently, goodwill is carried at cost net of any 

impairment losses identified annually using the 

methods described under "Impairment testing of 

non-current assets" in Note 2.7.4 below, in accordance 

with IAS 36. Impairment losses are charged to 

the income statement as an operating item. 

In accordance with the revised IFRS 3, any 

previously-held equity interest is remeasured at 

fair value at the date on which control is obtained, 

with the resulting gain or loss recognised in profit 

or loss for the period. In the event of loss of control, 

the retained equity interest is also remeasured at 

fair value; the gain or loss on remeasurement is 

recognised in profit or loss for the period, along 

with the gain or loss arising on the disposal. 

In the event of a change in percentage interest 

with no effect on control, the difference between 

the consideration paid or received and the carrying 

amount of the minority interest is recognised directly 

in equity attributable to the Group. Consequently, 

no additional goodwill is recognised. 

All acquisition-related costs are recognised as an 

expense in profit or loss for the period. 

Goodwill recognised prior to 1 January 2004 continues 

to be measured using the partial fair value 

method. This method involves restricting the fair 

value remeasurement of identifiable items to the 

percentage interest acquired. Minority interests in 

these items are measured on the basis of the carrying 

amount of the items as shown in the balance 

sheet of the acquired entity. The revised standards 

allow the acquirer to elect to account for each new 

business combination on either a full goodwill basis 

or a partial goodwill basis. 

2.5 Foreign currency 

translation 

2.5.1 Transactions denominated in 

foreign currencies 

Transactions denominated in foreign currencies 

are translated into euros at the average exchange 

rate on the date of the transaction. Monetary 

assets and liabilities denominated in foreign currencies 

at the balance sheet date are translated 

at the closing exchange rate. Translation differences 

are recognised as income or expenses in 

the income statement. Non-monetary assets and 

liabilities denominated in foreign currencies and 

accounted for at historical cost are translated using 

the exchange rate on the date of the transaction. 

2.5.2 Financial statements of foreign 

entities with a functional currency 

other than the euro 

All assets and liabilities of consolidated entities with 

a functional currency other than the euro are translated 

at the closing exchange rate. Income and 

expenses are translated at the average exchange 

rate for the period. Translation differences arising 

from this treatment, and arising from the retranslation 

of a subsidiary’s opening shareholders’ 

equity at the closing exchange rate, are taken to 

the translation reserve (which is a component of 

consolidated shareholders’ equity). Translation 

differences arising on the net investment in foreign 

subsidiaries and associates are recognised in 

shareholders' equity. 

2.6 Income taxes 

Deferred taxation is recognised on differences 

between the carrying amount and tax base of 

assets or liabilities, and arises as a result of: 

> Temporary differences between the carrying 

amount and tax base of assets or liabilities, 

which may be: 

• items generating a tax liability in the future 

(deferred tax liabilities), arising mainly from 

income that is liable to tax in future periods; 

or 

• items deductible from taxable profits in the 

future (deferred tax assets), mainly provisions 

that are temporarily non-deductible for tax 

purposes. Such assets are recognised to the 

extent that is probable that sufficient taxable 

profits will be available against which to offset 

the temporary differences, and are reviewed 

at each balance sheet date. 

> Tax losses available for carry-forward (deferred 

tax assets), where it is probable that these 

losses will be recovered in future periods. 

Deferred taxes are measured using known applicable 

national tax rates for the relevant country as 

at the balance sheet date. In the case of France, 

the tax rate applied to deferred taxes expected to 

reverse in 2012 incorporates the exceptional 5% 

contribution enacted in the new revised Finance 

Bill for 2011 and 2012. 

Deferred taxes are not discounted, and are reported 

in non-current assets and liabilities. 


5 



2.7 Non-current assets 

2.7.1 Property, plant and equipment 

Property, plant and equipment is measured at acquisition cost net of accumulated depreciation and 

impairment. Depreciation is recognised on a straight line basis over the estimated useful life of the asset. 

Useful lives by main asset category and business segment: 

Construction Media Telecoms 

Mineral deposits (quarries) 

(a) 

Non-operating buildings 10 to 40 years 25 to 50 years - 

Industrial buildings 10 to 20 years - 20 years 

Plant, equipment and tooling b 3 to 15 years 3 to 7 years 5 to 10 years 

Other property, plant and equipment 

(vehicles and office equipment) b 3 to 10 years 2 to 10 years 

(a) Depreciated on the basis of the rate of depletion, up to a maximum of 40 years (Colas) 

(b) Depending on the type of equipment 

In accordance with IAS 16, when an item of property, 

plant and equipment consists of components 

with different useful lives, each component is 

accounted for and depreciated as a separate item 

of property, plant and equipment. 

Gains and losses on disposal represent the difference 

between the sale proceeds and the carrying 

amount, and are recognised in the income 

statement under "Other operating income and 

expenses". 

Depreciation periods are reviewed annually, and 

may be adjusted if expectations differ from previous 

estimates. 

Leases 

Items of property, plant and equipment held under 

leases (or agreements containing leases in the 

sense of IFRIC 4) whereby the Bouygues group 

retains substantially all the risks and rewards of 

ownership are recognised as assets in the balance 

sheet, along with a corresponding liability. Leases 

are classified as finance leases or operating leases 

in accordance with the criteria specified in IAS 17. 

Assets held under finance leases are recognised 

in the balance sheet in "Property, plant and equipment" 

at the lower of fair value or the present value 

of the minimum lease payments, less accumulated 

depreciation and impairment losses. They are 

depreciated over their estimated useful lives. The 

lease obligation is recognised as a liability under 

"Debt" in the balance sheet. 

Obligations under operating leases are disclosed 

in off balance sheet commitments. 

Grants received 

Investment grants received from national, regional 

or local governments are netted off the value of 

the assets concerned in the balance sheet, and 

depreciated at the same rate as those assets once 

receipt of the grant becomes unconditional. 

2.7.2 Intangible assets 

IAS 38 defines an intangible asset as an identifiable 

non-monetary asset without physical substance 

which is controlled by the entity. An asset 

is identifiable: 

> if it is separable, i.e. capable of being independently 

sold, transferred, licensed, rented or 

exchanged; 

> or if it is derived from contractual or other legal 

rights, whether separable or not. 

An asset is controlled if the entity has the power to 

obtain the future economic benefits flowing from 

the underlying resource and to restrict the access 

of others to those benefits. 

Intangible assets with finite useful lives are depreciable. 

Intangible assets with indefinite useful lives 

are not depreciable, but are subject to impairment 

testing and are reviewed at each balance 

sheet date to ensure that their useful lives are still 

indefinite. 

Intangible assets include: 

Development expenses 

> In accordance with IFRS, incorporation and 

research expenses are expensed as incurred. 

> Development expenses are capitalised if the 

IAS 38 criteria are met, i.e. if they are expected 

to generate future economic benefits and their 

cost can be reliably measured. 

Concessions, patents and similar rights 

These include the following assets held by 

Bouygues Telecom: 

The fee for the UMTS licence, awarded for a 

20-year period, comprises: 

> a fixed component of €619.2 million, recognised 

as an intangible asset on the date the licence 

was awarded (12 December 2002); 

> a variable component, calculated at 1% of sales 

generated by the operation of the third generation 

mobile network, recognised as incurred 

from the date on which the UMTS network 

opened (November 2007). 

The licences acquired in 2011 and 2012 (see Notes 

1.2 and 1.4) were awarded for a 20-year period, 

and will be amortised from the date on which each 

licence is brought into use. 

2.7.3 Other intangible assets 

Other intangible assets recognised by the Group 

include leasehold rights and broadcasting rights 

(TF1). 

TF1 broadcasting rights 

This item includes shares in films and programmes 

produced or co-produced by TF1 

Films Production, TF1 Vidéo and TF1 Production; 

distribution and trading rights owned by TF1 DA 

and TF1 Entreprises; and music rights owned by 

Une Musique. 

Type of asset Amortisation method Period 

UMTS licence straight line 17.5 years a 

IAP-IRU and front fees (Indefeasible Right of Use) straight line 15 years 

IT system software and developments, 

office applications straight line 3 to 8 years 

(a) UMTS licence awarded in 2002: 

Amortised from the date on which the broadband network opened (26 May 2005) 


Broadcasting rights are recognised as assets, 

at historical cost. Dates of initial recognition and 

amortisation methods are as follows: 

Amortisation method 

Initial recognition 

> Films co-produced by TF1 Films Production are 

amortised in line with revenues over a limited 

time-frame, taking account of the timing of 

revenue sources; this policy is consistent with 

industry practice. 

> An impairment loss is recognised against 

broadcasting rights on a line by line basis where 

estimated future revenues do not cover the carrying 

amount of the asset. 

2.7.4 Impairment testing – non-current 

assets and investments in associates 

Impairment tests are carried out on the carrying 

amount of intangible assets and investments in 

associates if there is objective evidence that they 

may have become impaired. 

The carrying amounts of indefinite-lived intangible 

assets and goodwill are compared to their 

recoverable amounts at least at the end of each 

financial year. 

Categories of broadcasting rights 

Film co-production shares Distribution/Trading rights Music rights 

In line with revenues 

over 8 years 

At end of shooting or on receipt 

of censor’s certificate 

• Distribution = in line with revenues, 

minimum 3 years straight line 

• Trading: 5 years straight line 

On signature of contract 

Impairment testing of TF1, Bouygues 

Telecom and Colas 

In determining the recoverable amount, intangible 

assets to which independent cash flows cannot 

be directly allocated are grouped within the Cash 

Generating Unit (CGU) to which they belong, or 

within the appropriate group of CGUs representing 

the lowest level at which management monitors 

return on investment (business segment level in 

the case of the Bouygues group). The recoverable 

amount of CGUs is measured as follows: 

a) For TF1, which is listed on the stock market and 

has good liquidity: on the basis of the quoted 

share price if this exceeds the carrying amount 

of the assets (after allowing for a control premium); 

otherwise, using the Discounted Cash 

Flow (DCF) method, taking account of the 

specific characteristics of TF1 (see (b) below). 

b) For other CGUs: using the DCF method, taking 

account of the specific characteristics of the 

CGU. 

• The cash flows used are derived from the 

three-year business plan prepared by the 

management of the business segment and 

Over 2 years with: 

• 75% of gross value in year 1 

• 25% of gross value in year 2 

On signature of contract 

approved by the Boards of Directors of the 

entity and of Bouygues SA in December 

2011, based on market conditions as of that 

date. 

• The discount rate is determined using a 

weighted average cost of capital appropriate 

to the sector in which the segment operates, 

by reference to a panel of comparable companies. 

• The terminal value is calculated by aggregating 

the discounted cash flows to infinity, 

based on normative cash flows and a 

perpetual growth rate that is consistent with 

the growth potential of the markets in which 

the business segment operates and with its 

competitive position in those markets. 

The recoverable amount of the CGU as determined 

above is then compared with its carrying amount 

in the consolidated balance sheet. If this carrying 

amount is greater than the recoverable amount of 

the CGU, an impairment loss is recognised. Any 

such losses are allocated in the first instance to any 

goodwill recognised in the balance sheet, and may 

not be subsequently reversed. 

Information about goodwill impairment 

tests performed for TF1, Bouygues Telecom 

and Colas: 

• The recoverable amount of TF1, Bouygues 

Telecom and Colas was determined using 

the method described above, based on 

three-year cash flow projections as per the 

business plans of each of the three subsidiaries. 

• Cash flows beyond the projection period 

were extrapolated using a reasonable, sectorspecific 

perpetual growth rate. 

• The discount rates (weighted average cost of 

capital) and growth rates used at end-2011 

were as follows: 

Discount 

rate 

Scenario 1 a Scenario 2 a 

Perpetual 

growth rate 

TF1 8.62% 7.70% 2% 

Bouygues 

Telecom 

5.41% 4.91% 2% 

Colas 7.02% 6.31% 2% 

(a) Depending on the capital structure: 

scenario 1 = 1/3 debt, 2/3 equity; scenario 2 = 2/3 debt, 1/3 equity 

Impairment testing of the investment in 

Alstom 

Because goodwill included in the carrying amount 

of investments in associates is not shown separately, 

it is not tested separately for impairment 

under IAS 36. The total carrying amount of the 

investment in Alstom was tested for impairment 

as at 31 December 2011 by comparing it with the 

recoverable amount as derived from forecasts 

prepared by a panel of financial analysts. 


5 



> Discount rates (weighted average cost of capital) and growth rate used for Alstom at end-2011 

Discount 

rate 

Scenario 1 a 

Growth rate applied to cash flows 

after a 5-year time horizon 

Scenario 2 a 

Alstom 9.12% 8.18% 2% 

(a) Depending on the capital structure: scenario 1 = 1/3 debt, 2/3 equity; scenario 2 = 2/3 debt, 1/3 equity 

Note 3.2 to the consolidated financial statements 

includes a table showing the consolidated carrying 

amount of listed shares held by Bouygues 

(TF1, Alstom, Colas) relative to the closing quoted 

share price at 31 December 2011. As of that date, 

there were no material events that might call into 

question the carrying amounts reported for these 

companies. 

Sensitivity analysis 

An analysis was performed for each CGU and for 

the investment in Alstom in order to determine the 

sensitivity of the calculation to the key parameters 

(discount rates, growth rates, normative cash 

flows), either individually or using combined 

scenarios for discount rates and normative cash 

flows (including reasonably possible changes in 

normative cash flows). This analysis showed no 

probable scenario in which the recoverable amount 

of the assets tested would fall below their carrying 

amount (and consequently, in which an impairment 

loss would need to be recognised). 

The recoverable amount determined on the basis 

of this analysis (using two different capital structure 

scenarios) was greater than the carrying amount 

of the assets tested. 

2.7.5 Non-current financial assets 

In addition to deferred tax assets (treated as noncurrent), 

other non-current financial assets include 

loans and receivables (including advances to nonconsolidated 

companies), deposits and caution 

money, and investments in non-consolidated companies 

(i.e. those over which the Bouygues group 

exercises neither control nor significant influence). 

Investments in non-consolidated companies are 

measured at fair value, with changes in fair value 

taken to shareholders’ equity. 

Fair value is the market price for listed investments, 

and value in use for unlisted investments. Value 

in use is determined using the most appropriate 

criteria for each individual investment. 

If there is objective evidence that an investment 

is impaired, the accumulated losses taken to 

shareholders’ equity are recognised in the income 

statement. 

The TF1 group has a 33.5% equity interest in 

Groupe AB, and has granted the Groupe AB 

management team a call option exercisable at any 

time up to and including 12 June 2012 at a price 

of €155 million. 

In accordance with IAS 27, the granting of this call 

option by TF1 means that this equity interest is carried 

in the balance sheet as a non-current financial 

asset at its fair value of €155 million. 

Advances to non-consolidated companies, and 

other loans and receivables, are accounted for 

at amortised cost, determined using the effective 

interest method. 

In the case of variable-rate loans and receivables, 

cash flows are periodically re-estimated to reflect 

changes in market interest rates, resulting in an 

adjustment to the effective interest rate and hence 

to the valuation of the loan or receivable. 

Loans and receivables are reviewed for objective 

evidence of impairment. An impairment loss is recognised 

if the carrying amount of a financial asset 

is greater than the estimated recoverable amount 

as determined by impairment testing. Impairment 

losses are recognised in the income statement (see 

Note 3.2.4 for details). 

Concession arrangements and Public- 

Private Partnership (PPP) contracts: 

The Group (Bouygues Construction and Colas) 

holds equity interests in entities that have entered 

into concession arrangements or PPP contracts. 

These contracts, which are accounted for in 

accordance with IFRIC 12, are assessed on a case 

by case basis. 

Under the financial receivable method, the initial 

receivable represents the fair value of the activity 

undertaken; this receivable is subsequently measured 

at amortised cost using the effective interest 

method as defined in IAS 39. 

Consequently, the receivable represents the fair 

value of the activity undertaken, plus cumulative 

interest calculated using the effective interest 

method, minus payments received from the grantor. 

2.8 Current assets 

2.8.1 Inventories 

Inventories are stated at the lower of cost (first in 

first out or weighted average cost, depending on 

the nature of the business) or market price. 

Where the realisable value of inventory is lower 

than cost, the necessary provision for impairment 

is recognised. 

2.8.2 Property development projects 

Property development project inventories are 

measured at cost, which includes land acquisition 

costs and taxes, construction and fitting-out costs, 

utilities costs, professional fees and ancillary costs. 

All advertising costs are recognised in profit or 

loss as incurred. 

Preliminary studies relating to property development 

projects are recognised in inventory. If the 

probability of the project being completed is low, 

especially if there is a risk of withdrawal or refusal 

of planning permission, the amount recognised is 

written down via a provision for impairment. 

2.8.3 Programmes and broadcasting 

rights (TF1) 

In order to secure broadcasting schedules for 

future years, the TF1 group enters into binding 

contracts, sometimes for a period of several years, 

under which it acquires (and the other party agrees 

to deliver) programmes and sports transmission 

rights. 

A programme is treated as ready for transmission 

and recognised in inventory under "Programmes 

and broadcasting rights" when the following two 

conditions are met: technical acceptance (for 

in-house and external productions), and opening 


of rights (for external productions). In the case of 

rights and programmes for which these two criteria 

have not been met (programmes not yet delivered, 

sports rights for which the right to broadcast is 

not activated until the date of the event, etc.), the 

Group takes the view that it does not control the 

asset, since it has neither the right nor the ability 

to broadcast the programme. Consequently, these 

rights are not recognised in the balance sheet, 

and any advance payments made to acquire such 

rights are treated as supplier prepayments. 

Programmes and broadcasting rights 

The "Programmes and broadcasting rights" line in 

the balance sheet includes: 

> in-house productions, made by TF1 group 

companies for TF1 channels; 

> external productions, comprising broadcasting 

rights acquired by the TF1 group’s channels 

and co-production shares of broadcasts made 

for the TF1 group’s channels. 

Programmes that have not been broadcast and 

the rights to which have expired are written off as 

a component of current operating profit, and any 

previously-recognised provisions are reversed. 

The value of programmes and broadcasting rights 

is measured as follows: 

> in-house production: overall production cost 

(direct costs plus a portion of indirect production 

costs); 

> broadcasting rights and co-productions: 

purchase cost, less consumption for the year 

calculated at each balance sheet date and any 

impairment losses. 

TF1 SA programmes are deemed to have been 

consumed on transmission. If they are acquired 

for a single transmission, they are regarded as 

having been consumed in full at the time of this 

transmission. If they are acquired for two or more 

transmissions, consumption is calculated according 

to the type of programme using the rules 

described below (unless otherwise specified in 

the acquisition contract): 

Type of programme 

Dramas with a running time Films, TV movies, Other programmes 

of at least 52 minutes series and cartoons and broadcasting rights 

1st transmission 80% 50% 100% 

2nd transmission 20% 50% - 

"Other programmes and broadcasting rights" in the 

table above refers to children’s programmes (other 

than cartoons), entertainment shows, plays, factual 

and documentary programmes, news, sport, and 

dramas with a running time of less than 52 minutes. 

A provision for impairment is recorded once it 

becomes probable that a programme will not be 

transmitted, or if the contractual value at which it 

was recognised in inventory exceeds the value 

attributable to it using the rules described above. 

Probability of transmission is assessed on the 

basis of the most recent programming schedules 

approved by management. If rights are resold, a 

provision is recorded once the sale is probable to 

cover any excess of the value at which the rights 

were initially recognised in inventory (or the amount 

of advance payments) over the actual or estimated 

selling price. 

2.8.4 Trade receivables 

Trade receivables are carried at face value, net of 

impairment recorded to reflect the probability of 

recovery. These receivables are usually short-term 

and non interest-bearing. They are measured at the 

original invoice amount, unless application of an 

implied interest rate would have a material effect. 

In line with the percentage of completion method 

of accounting for long-term contracts, trade 

receivables include: 

> statements issued as works are executed or 

services provided, and accepted by the project 

owner; 

> unbilled receivables, arising where works are 

entitled to acceptance but billing or acceptance 

by the project owner has been temporarily 

delayed. 

2.8.5. Other current receivables and 

prepaid expenses 

Other receivables are carried at face value, net 

of impairment recorded to reflect the probability 

of recovery. 

2.9 Financial instruments 

Some Group entities use hedging instruments to 

limit the impact on the income statement of fluctuations 

in exchange rates and interest rates. The 

Group’s policy on the use of financial instruments 

is described below. 

2.9.1 Risks to which the Group is 

exposed 

Currency risk 

In general, the Bouygues group has little exposure 

to currency risk in routine commercial transactions, 

given that its international operations (primarily 

Bouygues Construction and Colas) do not involve 

exports. Where possible, expenses relating to a 

contract are incurred in the same currency as that 

in which the contract is billed. This applies to most 

projects executed outside France, on which localcurrency 

expenses (sub-contracting and supplies) 

represent a much higher proportion than eurodenominated 

expenses. Exposure to currency risk 

is therefore limited to contract margins, and to any 

design work carried out in France. The Bouygues 

group also pays particular attention to risks relating 

to assets denominated in non-convertible currencies, 

and to country risk generally. 


The Group’s financial expenses have low sensitivity 

to interest rate risk, since the bulk of debt is at fixedrate 

either in the form of fixed-rate bond issues, or 

via a portfolio of hedging instruments that convert 

variable-rate debt into fixed-rate debt. 

Consolidated financial expenses would be only 

marginally affected by fluctuations in euro interest 

rates, or by a divergence in interest rate trends 

between the euro and other major currencies. 


5 



On average over the year, the amount of variablerate 

debt in the balance sheet is less than the 

amount of surplus cash invested at variable rates. 

2.9.2 Principles applied to all hedging 

instruments 

The only instruments used for hedging purposes 

are forward currency purchases and sales, currency 

swaps and purchases of currency options 

for currency risk hedging purposes; and interest 

rate swaps, future rate agreements, and purchases 

of caps and collars for interest rate risk hedging 

purposes. 

These instruments: 

> are used solely for hedging purposes; 

> are contracted solely with high-quality French 

and foreign banks; 

> carry no liquidity risk in the event of a downturn. 

Specific reports are prepared for those responsible 

for the management and supervision of the relevant 

Group companies describing the use of hedging 

instruments, the selection of counterparties with 

whom they are contracted, and more generally 

the management of exposure to currency risk and 

interest rate risk. 

2.9.3 Hedging rules 

Currency risk 

Group policy is to hedge systematically all residual 

currency exposure relating to commercial transactions. 

If the future cash flow is certain, the currency 

risk is hedged by buying or selling currency forward, 

or by means of currency swaps. For some 

large contracts, options may be taken out for 

hedging purposes before the contract award has 

been confirmed; if the hedged item ceases to 

exist (for example, if the service is not provided 

or the contract is cancelled), the hedge is closed 

out immediately. 

In the interests of efficiency, the currency positions 

of some Group entities may be managed centrally, 

which in some cases may result in the offset of 

matching positions (currency derivatives are used 

solely for hedging purposes). 


Group policy is for each sub-group to hedge some 

or all of its financial assets and liabilities, where 

these are foreseeable and recurring. 

The aim is to control future interest expense by 

fixing the cost of debt using swaps and future 

rate agreements, or by limiting it through the use 

of caps, over a period equivalent to that of the 

financial liabilities to be hedged. 

As with currency risk, the interest rate positions of 

some Group entities may, in the interests of efficiency, 

be managed centrally and partially offset. 

2.9.4 Accounting methods 

In general, the financial instruments used by the 

Group qualify for hedge accounting, which means 

that the hedging relationship is documented in 

accordance with the requirements of IAS 39. Two 

types of accounting treatment are used: 

> fair value hedges: changes in the fair value of 

the hedging instrument and changes in the fair 

value of the hedged item are recognised symmetrically 


> cash flow hedges: changes in the fair value of 

the hedging instrument are recognised in the 

income statement for the ineffective portion of 

the hedging relationship, and in shareholders' 

equity (until the hedge is closed out) for the 

effective portion. 

2.10 Consolidated 

shareholders’ equity 

Treasury shares are deducted from consolidated 

shareholders' equity. No expense or income arising 

on the cancellation of treasury shares is recognised 


If a Group subsidiary holds its own shares, an 

additional percentage interest in that subsidiary is 

recognised at Group level. 

Translation reserve 

The translation reserve represents translation differences 

arising since 1 January 2004, when the 

reserve was deemed to be zero and the balance 

transferred to "Retained earnings". 

Information about the management of 

capital 

The objective of Bouygues management in managing 

capital is to maintain consolidated shareholders’ 

equity at a level consistent with: 

> maintaining a reasonable gearing ratio (net debt 

to shareholders’ equity); 

> distributing regular dividends to shareholders. 

However, the level of equity may vary over short 

periods, especially if a strategically important 

investment opportunity arises. 

The business plan is a key management tool, used 

by the parent company to assess the financial 

position of each business segment and of the 

Group as a whole, and the effects on consolidated 

shareholders’ equity. 

Within these overall principles, Group management 

allows the subsidiaries responsible for segments 

and their respective parent companies a degree of 

autonomy to manage their equity in line with their 

specific objectives and needs, given that equity 

capital requirements vary from business to business 

and segment to segment. 

Bouygues defines net debt as all financial liabilities 

(including financial instrument liabilities associated 

with debt and short-term investments), less cash 

and cash equivalents and associated financial 

instruments. 

2.11 Non-current liabilities 

2.11.1 Non-current debt (portion due 

after more than one year) 

With the exception of derivative instruments 

accounted for as financial liabilities measured at 

fair value, all other borrowings and financial liabilities 

are accounted for at amortised cost, measured 

using the effective interest method. 

Transaction costs directly attributable to the acquisition 

or issuance of a financial liability are offset 

against that liability, and amortised over the life 

of the liability using the effective interest method. 

The portion of long-term debt due within less than 

one year is included in current liabilities. 

2.11.2 Non-current provisions 

Under IAS 37, "Provisions, Contingent Liabilities 

and Contingent Assets", a provision is recorded at 

the balance sheet date if the Group has an obligation 

to a third party resulting from a past event and 

it is probable that settlement of the obligation will 

result in a net outflow from the Group of resources 

embodying economic benefits. 

The amount recognised as a provision represents 

the Group’s best estimate of the net outflow of 

resources. 


Non-current provisions are not usually associated 

with the normal operating cycle of each segment 

(compare the definition of current provisions 

below). 

Non-current provisions mainly comprise: 

> Provisions established to cover the uninsured 

portion of risks under two-year and ten-year 

construction contract guarantees. These provisions 

are recognised in line with recognition of 

contract revenues, based on statistical data 

reflecting actual experience over the long term. 

> Provisions related to tax exposures and to fines 

levied by the competition authorities. 

> Provisions for litigation, claims and foreseeable 

risks relating to the Group’s operations, especially 

foreign operations, including permanent 

withdrawal from projects and sundry risks and 

liabilities. 

> Provisions for site rehabilitation and decommissioning 

costs (e.g. quarries). 

Costs incurred as a result of a contractual 

obligation to remedy immediate environmental 

damage are covered by a provision. 

> Employee benefits: 

• Provisions for long-service awards. 

• Provisions for obligations to employees in 

respect of lump-sum benefits payable on 

retirement. 

This provision is calculated using the projected 

unit credit method based on final salary, 

and on the basis of the collective agreement 

for each business segment. The calculation 

takes account of: 

- status, age and length of service for each 

employee category; 

- employee turnover, calculated on the basis 

of the average number of leavers by business 

segment, age bracket and employee 

category; 

- average salary and wages including 

bonuses and benefits in kind, uplifted 

by a coefficient to reflect the applicable 

percentage of employer’s social security 

charges; 

- a final salary inflation rate; 

- a discount rate applied to the obligation 

over the projected period to the retirement 

date; 

- estimated mortality, based on mortality 

tables. 

• Provisions for pension obligations (depending 

on the country and terms of the pension 

plan). 

To cover their pension obligations, Group 

companies make regular payments to external 

bodies including public and private 

pension funds and insurance companies 

(defined-contribution plans). There are however 

some remaining defined-benefit plans 

still in existence, mainly in the Colas group 

(United Kingdom, Ireland and Canada); only 

a limited number of employees are involved, 

as it was decided some years ago to close 

these plans to new entrants. The fair value 

of the assets held to cover these plans as 

of 31 December 2011 did not require any 

material impairment to be recognised in the 

consolidated financial statements. 

• The actuarial assumptions used to measure 

the present value of the pension obligation 

and the service cost for the period in 

respect of defined-benefit plans represent 

the best estimate of the variables that will 

determine the final cost of the benefits. These 

assumptions are internally consistent. The 

discount rate is determined by reference 

to the expected market rate for high-quality 

corporate bonds at the balance sheet date, 

taking into account the estimated timing of 

benefit payments. 

The Bouygues group recognises in consolidated 

shareholders’ equity the effect of 

changes in actuarial assumptions on the 

pension obligation. 

2.12 Current liabilities 

2.12.1 Advances and down-payments 

on orders 

This item comprises advances and down-payments 

received from customers on construction 

contract starts. 

2.12.2 Current provisions 

> Provisions relating to the normal operating cycle 

of each segment. These mainly comprise: 

• Provisions for construction contract risks, joint 

ventures, etc. 

• Provisions for restructuring. 

> Provisions for losses to completion on construction 

contracts: 

These relate to construction contracts in 

progress, and take account of claims accepted 

by the customer. They are measured on a contract 

by contract basis, with no netting between 

them. 

2.12.3 Trade payables and other 

current liabilities 

Because of the short-term nature of these liabilities, 

the carrying amounts shown in the consolidated 

financial statements are a reasonable estimate of 

market value. 


5 



2.13 Income statement 

As allowed under IAS 1, "Presentation of Financial 

Statements", the Bouygues group presents an 

income statement that classifies expenses by 

nature, in the format specified in recommendation 

2009-R-03 issued by the French national 

accounting standard-setter, the Conseil National 

de la Comptabilité (CNC), now the Autorité des 

Normes Comptables (ANC), on 2 July 2009. An 

income statement classifying expenses by function 

is shown in Note 16 to the financial statements. 

2.13.1 Definition of operating revenues 

Revenues from the Group’s operations are recognised 

when: 

> it is probable that the future economic benefits 

of the transaction will flow to the Group; 

> the amount of revenue can be reliably measured; 

> at the transaction date, it is probable that the 

amount of the sale will be recovered. 


Bouygues Telecom generates revenue from services, 

and from sales of handsets and accessories. 

> Services: 

Price plans and commercial services (mobile 

and fixed-line) are invoiced one month in 

advance, and the corresponding revenue is 

recognised on a straight-line basis over the 

service period. 

Revenues from call charges other than price 

plans, roaming fees and interconnection fees 

are recognised as the service is used. 

Services carried out on behalf of content 

providers in relation to SMS+ services and 

special numbers are not included in income 

and expenses for the period. Only the margin 

charged as consideration for the service is 

recognised in sales. 

> Sales of handsets and accessories: 

Sales of handsets and SIM cards are recognised 

on sale to the distributor or retailer, but the 

margin on the sale is eliminated until the line is 

activated by the customer. 

> The costs of acquiring and renewing customer 

contracts are recognised as an expense in the 

period in which they are incurred. 

> Distributor/retailer commission: 

All commission payable to distributors and retailers 

is recognised as an expense. 

> Consumer loyalty programme: 

Customers on non-capped plans earn points as 

they are billed, which they can use to obtain a 

handset update provided that they renew their 

plan for a minimum of 12 months. With effect 

from 2011, customers on capped plans have 

been able to obtain a cut-price handset upgrade 

after twenty-four months provided that they 

renew their plan. 

In accordance with IFRIC 13 (paragraphs AG1 

to AG3), Bouygues Telecom has measured 

the fair value of the benefits awarded under its 

loyalty programmes, and has not deferred any 

revenues as a result. 

2.13.2 Accounting for construction 

contracts 

Under this method, the revenue recognised equals 

the latest estimate of the total selling price of the 

contract multiplied by the actual completion rate 

determined by reference to the physical state of 

progress of the works. The latest estimate of the 

total selling price takes account of claims that have 

been accepted by the client or are highly probable. 

If it is regarded as probable that a contract will 

generate a loss on completion, a provision for 

expected losses on completion is recognised as 

a current provision in the balance sheet. The loss 

is provided for in full as soon as it is can be reliably 

measured, irrespective of the completion rate. 

Property development 

Revenues and profits are recognised using the 

percentage of completion method once the following 

conditions have been met: 

> building permit with no appeal; 

> signature of notarised deed of sale or development 

contract; 

> construction contract signed (order given to start 

works). 

The percentage of completion represents costs 

recognised to date as a proportion of the total 

estimated costs to completion of the project. 

Accrued expenses are recognised for finishing 

costs on this type of project, based on the percentage 

of completion; residual expenses on delivered 

projects are also recognised in "Trade payables". 

2.13.3 Profits/losses from joint 

operations 

These profits and losses are included in "Other 

operating income and expenses", and represent 

the Group’s share of profits or losses from nonconsolidated 

companies involved in the operation 

of production facilities for road-building and 

asphalt products; they are included in current 

operating profit. 

2.13.4 Share-based payment 

In accordance with IFRS 2, stock subscription 

options granted to corporate officers or employees 

of the Group are accounted for in the financial 

statements as follows: the fair value of the options 

granted (corresponding to the fair value of the 

services rendered by the employees as consideration 

for the options) is recognised as an employee 

benefit under "Personnel costs" in the income 

statement, with the matching entry credited to 

shareholders' equity. 

The amount of the employee benefit is measured 

at the grant date of the option using the Black & 

Scholes model, and is charged to the income statement 

over the vesting period of the rights. 

Construction activities 

All activities related to construction contracts are 

accounted for using the percentage of completion 

method. 

Overheads, including sales force costs and all 

advertising costs, are expensed as incurred. 


2.14 Cash flow statement 

The cash flow statement is presented in accordance 

with IAS 7 and with CNC recommendation 

2009-R-03 of 2 July 2009, using the indirect 

method. 

The net profit of consolidated entities is adjusted to 

eliminate the impact of transactions with no cash 

effect, and of income and expenses related to 

investing or financing activities. 

> Cash flow: 

The Bouygues group defines cash flow as: 

Consolidated net profit before: net depreciation 

and amortisation expense, net changes in provisions 

and impairment losses, gains and losses 

on asset disposals, cost of net debt (included in 

financing activities in the cash flow statement), 

and net income tax expense for the period. 

The cash flow statement explains changes in 

the Group’s net cash position, which is defined 

as the net total of the following balance sheet 

items: 

• cash and cash equivalents; 

• overdrafts and short-term bank borrowings. 

2.15 Other financial 

indicators 

2.15.1 EBITDA 

Operating profit excluding net depreciation and 

amortisation expense and changes in provisions, 

and impairment losses (after reversals of utilised 

and non-utilised provisions and of impairment 

losses). 

2.15.2 Free cash flow 

Cash flow (determined after cost of net debt and 

net income tax expense, but before changes in 

working capital) minus net capital expenditure 

for the period. 

2.15.3 Net debt 

This represents the aggregate of: 

> cash and cash equivalents; 

> overdrafts and short-term bank borrowings; 

> non-current and current debt; 

> financial instruments (used to hedge financial 

liabilities measured at fair value). 

2.16 Statement of 

recognised income and 

expense 

The Bouygues group presents a statement of 

recognised income and expense, disclosing a 

comparative net profit figure on the line "Total 

recognised income and expense" which includes 

income and expenses recognised directly in equity. 

2.17 Comparability of the 

financial statements 

Changes in the scope of consolidation during 

the year ended 31 December 2011 did not have 

a material effect on the consolidated financial 

statements as presented for that year, and do not 

impair comparisons with the consolidated financial 

statements for the year ended 31 December 2010. 

Sales contributed by Leadbitter (Bouygues 

Construction) from the date of acquisition to 

31 December 2011 amounted to €384 million. 

The sales contribution of Gamma Materials Ltd 

was immaterial. 

Sales recorded by Colas – Mayotte for the years 

ended 31 December 2011 and 2010 have been 

reclassified to "France", since this overseas territory 

became an administrative department of 

France on 1 January 2011. The amounts involved 

are as follows: 

> Year ended 31 December 2011 = €69 million 

> Year ended 31 December 2010 = €70 million 

NOTE 3 • NON-CURRENT ASSETS 19,442 

For a breakdown of non-current assets by business segment see Note 16, "Segment Information". 

3.1 Acquisitions of non-current assets during the year, net 

of disposals 

2011 2010 

Acquisitions of property, plant and equipment 1,677 1,377 

Acquisitions of intangible assets 379 130 

Capital expenditure 2,056 1,507 

Acquisitions of non-current financial assets 

(investments in consolidated and non-consolidated companies, 

other long-term investments) 149 494 

Acquisitions of non-current assets 2,205 2,001 

Disposals of non-current assets (205) (323) 

Acquisitions of non-current assets, net of disposals 2,000 a 1,678 

(a) Includes €1,089m for Bouygues Telecom (€681m in 2010),and €496m for Colas (€500m in 2010) 


5 



3.2 Non-current assets: movements during the period 

3.2.1 Property, plant and equipment 6,542 

Land and 

buildings 

Industrial plant 

and equipment 

Other property, 

plant and 

equipment 

PP&E under construction 

and advance payments 

Gross value 

31 December 2009 1,860 9,780 2,288 370 14,298 

Movements during 2010 

Translation adjustments 35 117 34 1 187 

Changes in scope of consolidation (23) 121 12 18 128 

Acquisitions during the period 62 691 293 331 1,377 

Disposals, transfers and other movements (11) (396) (97) (289) (793) 

31 December 2010 1,923 10,313 2,530 431 15,197 

of which finance leases 24 109 82 215 


Translation adjustments 8 28 2 (1) 37 

Changes in scope of consolidation 35 11 8 (1) 53 

Acquisitions during the period 134 896 336 311 1,677 a 

Disposals, transfers and other movements (41) (237) (141) (289) (708) 

31 December 2011 2,059 11,011 2,735 451 16,256 


Depreciation and impairment 

31 December 2009 (621) (6,218) (1,532) (8,371) 


Translation adjustments (11) (69) (21) (101) 

Changes in scope of consolidation 30 (104) (10) (84) 

Net expense for the period (68) (872) (277) (1,217) 

Disposals, transfers and other movements 21 540 174 735 

31 December 2010 (649) (6,723) (1,666) (9,038) 

of which finance leases (9) (60) (74) (143) 


Translation adjustments (1) (15) (2) (18) 

Changes in scope of consolidation (1) (5) (6) 

Net expense for the period (71) (882) (299) (1,252) 

Disposals, transfers and other movements 46 401 153 600 

31 December 2011 (675) (7,220) (1,819) (9,714) 

of which finance leases (10) (55) (62) (127) 

Carrying amount 

31 December 2010 1,274 3,590 864 431 6,159 


31 December 2011 1,384 3,791 916 451 6,542 


(a) Includes Bouygues Telecom: €771m (of which mobile network investments: €492m), and Colas: €527m 

Total 

Operating commitments not yet recognised 

involving future outflows of resources 

Property, plant 

and equipment 

Falling due 

within less within 1 after more TOTAL TOTAL 

than 1 year to 5 years than 5 years 2011 2010 

Colas: orders 

in progress 

for plant and 

equipment 51 51 82 

Bouygues 

Telecom: 

orders 

in progress 

for network 

equipment 

assets 155 14 169 275 

TOTAL 206 14 0 220 357 


3.2.2 Intangible assets 1,209 

Development 

expenses a 

Concessions, 

patents and 

similar rights 

Other 

intangible assets 

Gross value 

31 December 2009 220 1,227 1,357 2,804 


Translation adjustments 2 2 4 

Changes in scope of consolidation 33 7 40 

Acquisitions during the period 7 65 54 126 

Disposals, transfers and other movements 26 (49) (66) (89) 

31 December 2010 253 1,278 1,354 2,885 


Translation adjustments 1 1 

Changes in scope of consolidation (5) (1) (15) (21) 

Acquisitions during the period 25 72 282 379 c 

Disposals, transfers and other movements (57) 39 (23) (41) 

31 December 2011 216 1,388 1,599 3,203 

Amortisation and impairment 

31 December 2009 (170) (511) (1,135) (1,816) 


Translation adjustments (1) (1) (2) 

Changes in scope of consolidation (2) (4) (6) 

Net expense for the period (11) (104) (56) (171) 

Disposals, transfers and other movements (25) 66 59 100 

31 December 2010 (206) (552) (1,137) (1,895) 


Translation adjustments (1) (1) 

Changes in scope of consolidation 5 1 13 19 

Net expense for the period (23) (91) (48) (162) 

Disposals, transfers and other movements 56 (32) 21 45 

31 December 2011 (168) (674) (1,152) (1,994) 


31 December 2010 47 726 217 990 

31 December 2011 48 714 b 447 1,209 

(a) Development expenses: 

- Software development expenses are usually capitalised (mainly relates to Bouygues Telecom) 

- Development expenses of a permanent and recurring nature that do not meet the IAS 38 capitalisation criteria are expensed (mainly relates to Colas) 

(b) Includes Bouygues Telecom’s UMTS licence: carrying amount €382m 

(c) Includes Bouygues Telecom’s licence to use 15 MHz duplex frequencies in the 2.6 GHz band (€228m) 

Total 

Operating commitments not yet recognised 

involving future outflows of resources 

Intangible 

assets 

Falling due 

within within after more Total Total 

less than 1 to than 2011 2010 

1 year 5 years 5 years 

TF1: broadcasting 

rights (securing 

programming 

schedules for 

future years) 14 14 20 

Bouygues 

Telecom: 

capital expenditure 

commitments 

(licence to use 

frequencies) 683 683 a 

TOTAL 697 0 0 697 20 

(a) Licence to use 10 MHz duplex frequencies in the 800 MHz band 


5 



3.2.3 Goodwill 5,580 

Overall increase in carrying amount during the year: €49m (fully consolidated entities 

only; for goodwill on associates, see Note 3.2.4.1, "Investments in associates") 

Gross value Impairment Carrying amount 

1 January 2010 5,190 (34) 5,156 


Changes in scope of consolidation 392 (1) 391 

Impairment losses charged in the period (47) (47) 

Translation adjustments and other movements 29 2 31 

31 December 2010 5,611 (80) 5,531 



Impairment losses charged in the period (3) (3) 

Translation adjustments and other movements 6 6 

31 December 2011 5,645 (65) 5,580 

Split of goodwill by cash generating unit (CGU) 

31 December 2011 31 December 2010 

CGU 

Total % (Bouygues 

or subsidiaries) 

Total % (Bouygues 

or subsidiaries) 

Bouygues Construction a 388 99.97 347 99.97 

Colas b 1,069 96.55 1,063 96.62 

TF1 b 1,458 43.59 1,468 43.09 

Bouygues Telecom b 2,664 89.55 2,651 89.55 

Other activities 1 2 

Total Bouygues 5,580 5,531 

(a) Only includes goodwill on subsidiaries acquired by the CGU 

(b) Includes goodwill on subsidiaries acquired by the CGU and on acquisitions made at parent company (Bouygues SA) level for the CGU 

Consolidated carrying amount of listed shares as at 31 December 2011 (e) 

Consolidated carrying 

amount per share 

Closing quoted share price 

at 31 December 2011 

TF1 13.67 7.54 a 

Colas 98.12 103.00 

Alstom 50.79 23.43 

Impairment tests carried out at 31 December 2011 using the methodology described in Note 2 showed no evidence 

that the recoverable amount of any CGU had fallen below the carrying amount of the assets tested. 

(a) €8.67 after adjustment to reflect a control premium 


3.2.4 Non-current financial assets 6,111 

These comprise: 

- investments in associates (companies accounted for by the equity method): €5,085m; 

- other non-current financial assets (loans, receivables, investments in non-consolidated companies, etc.); 

- deferred tax assets and non-current tax receivable. 

Investments 

in associates 

Investments in nonconsolidated 

companies 

Other non-current 

assets 

Total 

Amortisation 

and impairment 

Carrying 

amount 

Deferred tax assets and 

non-current tax receivable 

31 December 2009 4,962 276 331 5,569 (213) 5,356 273 


Changes in scope of consolidation (97) 11 1 (85) (7) (92) 22 

Acquisitions and other increases 345 22 111 478 478 

Amortisation and impairment, net (11) (11) 

Disposals and other reductions (157) (10) (82) (249) (249) 

Transfers and other allocations (25) 168 57 200 (3) 197 (34) 

31 December 2010 5,028 467 418 5,913 (234) 5,679 261 

Amortisation and impairment (8) (138) (88) (234) 

Carrying amount 5,020 329 330 5,679 261 

Investments 

in associates a 

Investments in nonconsolidated 

companies 


assets 

Total 

Amortisation 


Carrying 

amount 

Deferred tax assets and 

non-current tax receivable 

31 December 2010 5,028 467 418 5,913 (234) 5,679 261 


Changes in scope of consolidation (4) (7) (11) (13) (24) (3) 

Acquisitions and other increases 199 62 128 389 389 

Amortisation and impairment, net (2) (2) 

Disposals and other reductions (115) (2) (55) (172) (172) (2) 

Transfers and other allocations (12) b 5 19 12 (27) (15) 

31 December 2011 5,100 528 503 6,131 (276) 5,855 256 

Amortisation and impairment (15) (149) (112) (276) 

Carrying amount 5,085 379 391 5,855 256 

(a) Includes goodwill on associates of €2,748m at 31 December 2011 

(b) Mainly relates to actuarial gains/losses on Alstom lump-sum retirement benefit obligations (including net movement of -€30m in the translation reserve) 

6,111 


5 



3.2.4.1 Investments in associates 5,085 

Components of carrying amount 

Share of net 

assets held 

Share of profit 

for the period 

Goodwill 

Carrying 

amount 

31 December 2009 1,748 393 2,816 4,957 


Translation adjustments 32 32 

Acquisitions and share issues 94 126 220 

Profit for the period 281 281 

Impairment losses (3) (3) 

Appropriation of prior-year profit, disposals, 

transfers and other movements 112 (393) (186) (467) 

31 December 2010 1,986 281 2,753 5,020 


Translation adjustments (4) (4) 

Acquisitions and share issues 7 2 9 

Profit for the period 198 198 

Impairment losses 

Appropriation of prior-year profit, disposals, 

transfers and other movements 150 (281) (7) (138) 

31 December 2011 2,139 198 2,748 5,085 a 

(a) Includes: Alstom = €4,444m/Cofiroute (Colas) = €488m (see below) 

A list of associates in which the Bouygues group holds an interest is provided in Note 24 (List of consolidated companies 

at 31 December 2011). 

Principal associates 

31/12/2010 

Net movement 

in 2011 

31/12/2011 

Includes: share of net 

profit/(loss) for the period 

Alstom 4,366 77 4,444 b 175 a 

Construction 

Concession companies 62 (13) 49 (11) 

Other associates 5 0 5 (2) 

Roads 

Cofiroute 490 (2) 488 49 

Other associates 65 14 79 9 

Media 14 (13) 1 (14) 

Other associates 18 2 19 (8) 

Total 5,020 65 5,085 198 

(a) Contribution of Alstom group: Net of amortisation charged against fair value remeasurements in 2011: €190m - €15m = €175m 

(b) Includes goodwill of €2,592m 

Summary information about the assets, liabilities, income and expenses of the Bouygues group’s two principal 

associates is provided below. 


Amounts shown are for 100% of the associate 

Alstom a 

Cofiroute 

Non-current assets 12,487 5,825 

Current assets 17,294 655 

Total assets 29,781 6,480 

Shareholders' equity 4,102 2,142 

Non-current liabilities 6,378 3,665 

Current liabilities 19,301 673 

Total liabilities and equity 29,781 6,480 

Sales 9,389 1,331 

Current operating profit 627 602 

Net profit 368 294 

Net profit attributable to the Group 363 49 


Amounts shown are for 100% of the associate 

Alstom b 

Cofiroute 

Non-current assets 12,042 5,841 



Shareholders' equity 4,152 2,150 

Non-current liabilities 6,165 3,726 

Current liabilities 19,316 533 


Sales 20,923 1,292 

Current operating profit 1,570 584 


Net profit attributable to the Group 462 312 

(a) Interim financial statements published by Alstom for the six months ended 30 September 2011 (Alstom's financial year-end is 31 March 2012) 

(b) Published financial statements for the year ended 31 March 2011 


3.2.4.2 Investments in non-consolidated companies and other non-current financial assets 770 

Principal investments in non-consolidated companies at 31 December 2011 

Investment 

Gross value 

Impairment 

Carrying 

amount 

31/12/2011 31/12/2010 

% interest Total assets 

Total current 

and non-current 

liabilities 

Total sales 

French companies 

Property 

Société Maintenance technologique 5 5 100.0% 

Colas 

Carrières Lamalou b 16 16 100.0% 

STPC - Travaux Publics de Concassage b 12 12 100.0% 

Béziers Béton b 6 6 100.0% 

Montpellier Béton b 4 4 100.0% 

Asphalt and binder companies a 14 (2) 12 12 

TF1 

Groupe AB (put option) 155 155 33.5% 155 

Sylver 4 4 49.0% 4 

Serendipity 

Wonderbox 6 6 11.1% 2 

Sub-total 222 (2) 220 173 

Foreign companies 

Construction 

IEC Investments (Hong Kong) 54 54 15.0% 150 20 26 (14) 53 

Socoprim (Ivory Coast) 13 13 61.0% 96 73 13 

Bombela (South Africa) 9 9 17.0% 411 399 17 9 

VSL Corporation (United States) 22 (22) 0 100.0% 

TF1 

Wikio 4 4 10.1% 4 

A1-International (Netherlands) 13 (13) 0 50.0% 

Colas 

Asphalt and binder companies a 2 (1) 1 1 

Sub-total 117 (36) 81 80 

Other investments 189 (111) 78 76 

Total 528 (149) 379 329 

(a) The information provided for "Asphalt & binder companies" and "Other investments" relates to a large number of companies, for which individual information is not disclosed on grounds of immateriality 

(b) These non-consolidated companies were acquired by Colas from the Servant group at the end of 2011, and will be consolidated in 2012 

Other non-current financial assets 391 

> Advances to non-consolidated companies 74 

> Non-current loans and receivables 174 

> Other long-term investments: 143 

- Deposits and caution money paid (net) 125 

- Mutual funds 10 

- Other investments with carrying amounts of less than €2m individually 8 

Net profit/ 

(loss) 

Carrying 

amount 


5 



Analysis of investments in non-consolidated companies and 

other non-current financial assets (excluding associates) by category 770 

Measured at fair value 

Available-for-sale 

financial assets a 

Other financial 

assets measured 

at fair value b 

Loans and 

receivables c Total 

31 December 2010 206 161 292 659 

Movements during 2011 39 f (5) 77 e 111 

31 December 2011 245 156 d 369 770 

Due within less than 1 year 36 36 

Due within 1 to 5 years 90 90 

Due after more than 5 years 243 243 

(a) Impact of fair value remeasurements recognised in equity (except in the event of a significant and prolonged decline in value, in which case an 

impairment loss is recognised in profit or loss) 

(b) Impact of fair value remeasurements recognised in profit or loss 

(c) Measured at amortised cost 

(d) Includes Groupe AB put option, initially designated at fair value 

(e) Includes financial receivables relating to Public-Private Partnership (PPP) activities 

(f) Movements during 2011 mainly relate to companies acquired by Colas at the end of 2011, which are to be consolidated in 2012 

Investments in joint ventures 

The Bouygues group holds a number of interests in joint ventures, which are listed in Note 24 (List of consolidated 

companies at 31 December 2011). 

Aggregate amounts of assets/liabilities and key income statement indicators are shown below: 

Bouygues share 

in joint ventures 


Non-current assets 246 183 



Shareholders' equity (90) (136) 

Non-current liabilities 132 136 

Current liabilities 1,360 1,124 


Sales 1,279 1,181 

Operating profit 27 13 


3.2.5 Non-current tax assets 256 

See Note 7 for details. 

NOTE 4 • CURRENT ASSETS 

4.1 Inventories 2,727 

Gross 

value 


Impairment a 

Carrying 

amount 

Gross 

value 

Impairment a 

Carrying 

amount 

Property development 

inventories 1,289 (113) 1,176 b 1,338 (112) 1,226 

Raw materials and finished 

goods 955 (40) 915 877 (41) 836 

Programmes and broadcasting 

rights (TF1) 778 (142) 636 771 (153) 618 

Total 3,022 (295) 2,727 2,986 (306) 2,680 

(a) Includes: impairment losses (93) (76) 

impairment reversals 99 90 

(b) Includes Bouygues Immobilier: properties under construction = €1,014m, completed properties = €15m 

Operating commitments not yet recognised involving future outflows of resources 

TF1: programming schedules for future years 

The maturities of broadcasting and sports transmission rights contracts are as follows: 

less than 

1 year 

Maturity 

1 to 5 

years 

more than 

5 years 

Total 

2011 

Programmes and broadcasting rights a 582 852 77 1,511 1,605 

Sports transmission rights 185 402 4 591 636 

Total 767 1,254 81 2,102 2,241 

Comparatve at 31 December 2010 751 1,331 159 2,241 

Total 

2010 

(a) 2011: some of these contracts are denominated in foreign currencies: €18.9m in Swiss francs, €3.1m in pounds sterling and €282.7m in 

US dollars 

Maturity 

Total Total 

less than 1 to 5 more than 

2011 2010 

1 year years 5 years 


Reciprocal off balance sheet operating 

commitments relating to acquisition of 

land banks 282 282 269 


Agreements to secure handset supplies 170 170 156 


4.2 Advances and down-payments on orders 390 


Gross 

value Impairment 

Carrying 

amount 

Gross 

value 

Impairment 

Carrying 

amount 

Advances and down-payments on orders 404 (14) 390 410 (14) 396 

4.3 Trade receivables, tax assets and other current receivables 8,910 

Gross 

value 


Impairment 

Carrying 

amount 

Gross 

value 

Impairment 

Carrying 

amount 

Trade receivables (including 

unbilled receivables) 7,278 (539) 6,739 6,624 (457) 6,167 

Current tax assets 

(tax receivable) 123 (2) 121 136 (2) 134 

Other receivables and prepaid 

expenses: 

• Other operating receivables 

(employees, social security, 

government and other) 1,338 (79) 1,259 1,292 (76) 1,216 

• Sundry receivables 656 (81) 575 630 (81) 549 

• Prepaid expenses 216 216 217 217 

Total other current receivables and 

prepaid expenses 2,210 (160) 2,050 2,139 (157) 1,982 

Total 9,611 (701) 8,910 8,899 (616) 8,283 

4.4 Cash and cash equivalents 3,415 

Gross 

value 


Impairment 

Carrying 

amount 

Gross 

value 

Impairment 

Carrying 

amount 

Cash 1,297 1,297 a 1,977 1,977 

Cash equivalents 2,124 (6) 2,118 b 3,601 (2) 3,599 

Total 3,421 (6) 3,415 5,578 (2) 5,576 

(a) Includes €329m of term deposits maturing within less than 3 months recorded in the books of Bouygues SA 

(b) €1,965m of these cash equivalents are held by Bouygues SA. 

Surplus cash is invested with high-quality French and foreign banks. 

Cash equivalents are readily convertible into cash. 

Cash and cash equivalents are measured at fair value. 

All investments of cash and equivalents were available as at 31 December 2011. 

The net cash position shown in the cash flow statement comprises the following items: 

Split of cash position 

by currency 

Euro 

Pound 

sterling 

Swiss 

franc 

Other 

European 

currencies 

US 

dollar 

Other 

currencies 

Total 

31/12/2011 

Total 

31/12/2010 

Cash 655 131 33 1 54 423 1,297 1,977 

Cash equivalents 2,104 1 13 2,118 3,599 

Overdrafts and short-term 

bank borrowings (99) (1) (51) (88) (239) (294) 

Total: 31 December 2011 2,660 131 32 (50) 55 348 3,176 5,282 

Total: 31 December 2010 4,795 103 53 (19) 38 312 5,282 

Split of carrying amount of trade receivables between non past due and past due 

balances 

Non past due Balances past due by: 

balances 0-6 months 6-12 months > 12 months Total 

Trade receivables 5,213 1,235 381 449 7,278 

Impairment of trade receivables (73) (76) (103) (287) (539) 

Carrying amount of trade receivables 

at 31 December 2011 5,140 1,159 278 162 a 6,739 

Carrying amount of trade receivables 

at 31 December 2010 4,483 1,292 184 208 6,167 

(a) Includes €81m for Colas and €56m for Bouygues Construction 

An analysis of unimpaired trade receivables more than 12 months past due revealed no additional credit risk 

(recoverable VAT, offset with trade creditors, etc.). 


5 



4.5 Analysis of depreciation, amortisation, provisions and 

impairment in the balance sheet and income statement 

31/12/2010 Translation 

adjustments 

Charges and reversals (operating) 

Depreciation and 

amortisation 

Impairment 

and 

provisions 

Reversals 

(unutilised) 

Other 

movements a 31/12/2011 

Depreciation, 

amortisation 


of property, 

plant and 

equipment 

and intangible 

assets (10,933) (19) (1,414) 658 (11,708) 

Impairment 

of goodwill (80) (3) 18 (65) 

Impairment 

of investments 

in nonconsolidated 

companies (138) (4) (7) (149) 

Impairment 

of other 

non-current 

financial assets (96) 1 (32) (127) 

Impairment 

of inventories (306) 1 (16) 22 4 (295) 

Impairment 

of trade 

receivables (457) (121) 47 (8) (539) 

Impairment 

of cash 

equivalents (2) (3) (1) (6) 

Impairment 

of other current 

assets (173) (13) 6 4 (176) 

Total deducted 

from assets (12,185) (18) (1,414) (159) 75 636 (13,065) 

Non-current 

and current 

provisions (2,800) 7 (243) 300 40 (2,696) 

Total 

recognised as 

liabilities (2,800) 7 (243) 300 40 (2,696) 

4.6 Other current financial assets 38 


Financial instruments used to hedge financial liabilities 23 13 

Other financial assets (financial assets due within less than 

1 year, financial instruments related to working capital items, etc.) 15 18 

Total 38 31 

(a) Reversals on disposals and changes in scope of consolidation, and net movement recognised in financial income/expense 


NOTE 5 • CONSOLIDATED SHAREHOLDERS’ EQUITY 

5.1 Share capital of Bouygues SA (€) €314,869,079 

As of 31 December 2011, the share capital of Bouygues SA consisted of 314,869,079 shares with a par value of 

€1. Movements during 2011 were as follows: 


31 December 2010 Reductions Increases 31 December 2011 

Shares 365,862,523 (51,639,953) a 646,509 b 314,869,079 

Number of shares 365,862,523 (51,639,953) 646,509 314,869,079 

Par value €1 €1 

Capital (e) 365,862,523 (51,639,953) 646,509 314,869,079 

(a) Cancellation of treasury shares held by Bouygues SA (including 41,666,666 shares acquired under the share repurchase tender offer) 

(b) After exercise of stock options 

5.2 Shareholders’ equity at 31 December 2011 attributable 

to the Group and to minority interests 

Share 

capital 

Share 

premium 

Reserves 

related 

to capital 

Retained 

earnings 

Consolidated 

reserves 

and profit 

for the year 

Items 

recognised 

directly 

in equity 

Total 

31/12/2011 

Attributable to 

the Group 315 839 807 1,790 4,759 (149) 8,361 

Attributable 

to minority 

interests 1,311 6 1,317 

Total 

shareholders' 

equity 315 839 807 1,790 6,070 (143) a 9,678 

(a) Cumulative balance of items recognised directly in equity as at 31 December 2011 

5.3 Analysis of income and expense recognised directly 

in equity (change in the period) 

Ref. 

2011 2010 

Attributable to the Group 

Translation reserve 1 61 32 

Fair value remeasurement reserve (financial instruments) 2 (69) 21 

Actuarial gains/(losses) 3 25 (12) 

Taxes on items recognised directly in equity 2 (4) 

Share of remeasurements of associates (49) (16) 

Sub-total (30) 21 

Minority 

interests 

Minority 

interests 

Other income and expense attributable to minority interests 2 8 

Total (28) 29 

5.3.1 Translation reserve 

Principal translation adjustments in the year ended 31 December 2011 arising on the consolidated financial statements 

of foreign subsidiaries and associates reporting in the following currencies: 

31 December 2010 Movements during 2011 31 December 2011 

US dollar (13) 11 (2) 

Canadian dollar 30 3 33 

Australian dollar 7 2 9 

Pound sterling (12) 6 (6) 

Thai baht 2 5 7 

South African rand (55) 40 (15) 

Swiss franc 7 1 8 

Czech koruna 9 (2) 7 

Other currencies 33 (5) 28 

Total 8 61 b 69 a 

(a) Includes cumulative translation adjustments on associates: +€17m (including +€9m for Alstom) 

(b) Split: subsidiaries +€61m, changes in scope of consolidation +€4m, associates -€4m 


5 



5.3.2 Fair value remeasurement reserve (attributable to the Group) 

Amounts recognised directly in equity on the remeasurement at fair value of financial instruments used for hedging 

purposes and of available-for-sale financial assets 


Movements 

during 2011 


Gross movement (excluding associates) 53 (69) (16) 

This mainly relates to cash flow hedges, currency hedges, and fair value remeasurement of available-for-sale 

financial assets. 

5.3.3 Actuarial gains and losses on employee benefits (IAS 19) (attributable to 

the Group) 


Movements 

during 2011 


Gross movement (excluding associates) (11) 38 a 27 

(a) Includes other movements of €13m 

5.4 Analysis of "Other transactions with shareholders" 

(attributable to the Group) 

Share-based payment (IFRS 2): impact on consolidated shareholders’ equity 

2011 2010 

TF1 and Bouygues SA stock options 

Transfer to reserves: 

• TF1 1 1 

• Bouygues SA 18 25 

Consolidated expense 19 26 

(matching entry 

charged to profit or loss) 

2011 expense calculated on the basis 

of plans awarded since June 2005 

2009 employee share ownership plans 

• Bouygues Confiance 5 plan 8 Cost of employee benefit 

Total 19 34 

NOTE 6 • NON-CURRENT AND CURRENT PROVISIONS 

6.1 Non-current provisions 1,865 

Long-term 

employee 

benefits a 

Litigation and 

claims b 

Guarantees 

given c 

Other 

non-current 

provisions d 

31 December 2009 455 343 368 561 1,727 


Translation adjustments 2 0 4 4 10 

Changes in scope 

of consolidation 20 (1) (1) 37 55 

Charges to provisions 49 121 103 126 399 

Reversals (utilised or unutilised) (40) (97) (105) (115) (357) e 

Actuarial gains and losses 11 0 0 0 11 

Transfers and other movements 1 (2) 3 23 25 

31 December 2010 498 364 372 636 1,870 


Translation adjustments 1 0 0 (1) 0 


of consolidation 0 0 0 (6) (6) 


Reversals (utilised or unutilised) (27) (106) (104) (88) (325) f 

Actuarial gains and losses (27) 0 0 0 (27) 

Transfers and other movements (6) 3 4 (6) (5) 

31/12/2011 480 360 382 643 1,865 

Provisions are based on management’s best estimate of the risk, including risks relating to tax inspections. 

(a) Long-term employee benefits 480 Principal segments involved: 

Lump-sum retirement benefits 308 Bouygues Construction 126 

Long-service awards 122 Colas 259 

Other long-term employee benefits 50 TF1 29 


(b) Litigation and claims 360 

Provisions for customer disputes 182 Bouygues Construction 195 

Subcontractor claims 36 Bouygues Immobilier 40 

Employee-related and other litigation and claims 142 Colas 112 

(c) Guarantees given 382 

Provisions for guarantees given 275 Bouygues Construction 273 

Provisions for additional building/civil Bouygues Immobilier 28 

engineering/civil works guarantees 107 Colas 81 

(d) Other non-current provisions 643 

Risks related to official inspections 168 Bouygues Construction 203 

Provisions for miscellaneous foreign risks 103 Colas 297 

Provisions for subsidiaries and affiliates 60 Bouygues Telecom 81 

Dismantling and site rehabilitation 212 

Other non-current provisions 100 

(e) Including reversals of unutilised provisions: -€157m 

(f) Including reversals of unutilised provisions: -€175m 

Total 


6.2 Current provisions 831 

Provisions related to the operating cycle (see Note 2): 

Provisions for 


project risks and 

customer warranties 

project completion e 


expected losses 

to completion b 

Other current 

provisions a 

31 December 2009 59 253 234 285 831 


Translation adjustments 6 12 9 27 

Changes in scope of consolidation (5) 1 (1) (5) 


Reversals (utilised or unutilised) (29) (119) (107) (118) (373) c 

Transfers and other movements (12) (12) 

31 December 2010 57 294 282 297 930 


Translation adjustments 1 (6) (2) (7) 

Changes in scope of consolidation (1) (2) (2) 3 (2) 


Reversals (utilised or unutilised) (23) (139) (165) (158) (485) d 

Transfers and other movements (2) (4) 1 5 

31 December 2011 56 289 205 281 831 

(a) Other current provisions comprise: 

Entities involved: 

Reinsurance costs 7 Bouygues Construction 63 

Current customer disputes and vendor's liability guarantee (TF1) 27 Bouygues Immobilier 44 

Customer loyalty programmes (Bouygues Telecom) 23 Colas 76 

Site rehabilitation costs (current) 10 TF1 57 

Rental guarantees (Bouygues Immobilier) 4 Bouygues Telecom 26 

Miscellaneous current provisions 210 Challenger Réassurance 7 

(b) Provisions relating to construction activities, mainly Bouygues Construction and Colas 

(Individual project provisions are not disclosed for confidentiality reasons) 

(c) Including reversals of unutilised provisions: -€127m 

(d) Including reversals of unutilised provisions: -€125m 

(e) Mainly Bouygues Construction and Colas 

Total 

NOTE 7 • NON-CURRENT 

TAX ASSETS AND 

LIABILITIES 256/203 

7.1 Non-current tax assets 

Deferred tax assets 

31/12/2010 Movements 

during 2011 

31/12/2011 

Bouygues Construction 84 (7) 77 

Bouygues Immobilier 39 (16) 23 

Colas 133 19 152 

Bouygues Telecom 6 (6) 

TF1 3 3 6 

Bouygues SA and other (4) 2 (2) 

Total non-current 

tax assets 261 (5) 256 

Deferred tax assets mainly derive from: 

- temporary differences (provisions temporarily non-deductible for tax purposes, etc.); 

- tax losses with a genuine probability of recovery. 

7.2 Non-current tax liabilities 

31/12/2010 

Movements 

during 2011 

31/12/2011 

Deferred tax liabilities 112 90 202 a 


tax liabilities 

1 1 

Total non-current 

tax liabilities 112 91 203 

(a) Includes €110m for Colas and €72m for Bouygues Telecom 


5 



7.3 Net deferred tax asset/liability by business segment 

Deferred taxation 

by segment and type 

Net deferred tax 

asset/(liability) 

at 31/12/2010 


of consolidation 

Translation 

adjustments 


Gain 

Expense 

Other items a 

Net deferred tax 

asset/(liability) 

at 31/12/2011 

A - Tax losses available for carry-forward 

Bouygues Construction 3 3 


Colas 8 (1) 7 

TF1 8 (2) 6 

Bouygues SA 9 (9) 

Sub-total 28 (12) 16 

B - Temporary differences 

Bouygues Construction 78 6 (13) (3) 68 

Bouygues Immobilier 39 (2) (15) 22 

Colas 29 (1) (1) 16 (3) (5) 35 

TF1 (16) 13 (6) (1) (10) 

Bouygues Telecom 6 (80) 2 (72) 

Bouygues SA and other (15) 2 (1) 8 (6) 

Sub-total 121 (3) (1) 37 (118) 1 37 

TOTAL 149 (3) (1) 37 (130) 1 53 b 

(a) Mainly deferred taxation on changes in fair value remeasurements of financial instruments and on actuarial gains/losses on 

employee benefits 

(b) • Breakdown of net deferred tax asset (€m): 

- deferred tax asset: 256 

- deferred tax liability: (203) 

530 

• principal sources of deferred taxation: 31/12/2011 31/12/2010 

- deferred tax assets on employee benefits (mainly lump-sum retirement benefits) 133 138 

- deferred tax assets on provisions temporarily non-deductible for tax purposes 70 80 

- restricted provisions booked solely for tax purposes (104) (127) 

- other (46) 58 

53 149 

7.4 Period to recovery of deferred tax assets 

31 December 2011 Less than 2 years 2 to 5 years More than 5 years Total 

Estimated period to recovery 

of deferred tax assets 132 69 55 a 256 

7.5 Unrecognised deferred tax assets 

Some deferred tax assets were not recognised as of 31 December 2011 due to the low probability of recovery 

(mainly loss carry-forwards, which in the case of France are relevant only to companies not included in the 

Bouygues SA group tax election). 


Movements during 

2011 


Bouygues Construction 92 26 118 

Bouygues Immobilier 48 (1) 47 

Colas 58 1 59 

TF1 28 (4) 24 

Other 1 (1) 

Total unrecognised 

deferred tax assets 227 21 248 

(a) Mainly Colas 


NOTE 8 • NON-CURRENT AND CURRENT DEBT 7,023 

Non-current debt 6,807 

Current debt 216 

8.1 Interest-bearing debt by maturity 

Accrued 

interest 

Current debt (maturing 2012) 

1 to 3 

months 

4 to 12 

months 

Total 

maturing 

2012 

1 to 2 

years 2013 

2 to 3 

years 2014 

3 to 4 

years 2015 

4 to 5 

years 2016 

Non-current debt 

5 to 6 

years 2017 

6 or more years 

(2018 and later) 

Total 

31/12/2011 

Total 

31/12/2010 

Bond issues 121 121 710 755 998 599 3,032 6,094 6,085 

Bank borrowings 9 49 58 46 36 347 18 46 96 589 556 

Finance lease obligations 3 17 20 13 10 6 4 2 35 47 

Other borrowings 9 8 17 13 20 22 8 3 23 89 62 

Total debt 121 21 74 216 782 821 1,373 629 51 3,151 6,807 6,750 

Comparative: 31/12/2010 150 770 74 994 81 765 779 1,341 618 3,166 6,750 

Finance lease obligations 

by business segment 

Construction Property Roads Media Telecoms 

Bouygues SA 

& other 

Total 

Non-current: 31 December 2011 24 11 35 

Current: 31 December 2011 1 9 4 6 20 

Non-current: 31 December 2010 1 24 16 6 47 

Current: 31 December 2010 16 4 3 23 

8.2 Confirmed credit facilities and drawdowns 

Description 

Confirmed facilities – Maturity 

Drawdowns – Maturity 

Less than 1 year 1 to 5 years More than 5 years Total Less than 1 year 1 to 5 years More than 5 years Total 

Bond issues (mainly Bouygues SA) 121 3,062 3,032 6,215 121 3,062 3,032 6,215 

Bank borrowings a 557 4,995 340 5,892 58 447 142 647 

Finance lease obligations 21 33 2 56 20 33 2 55 

Other borrowings 16 63 26 105 17 63 26 106 

Total credit facilities 715 8,153 3,400 12,268 216 3,605 3,202 7,023 

(a) Undrawn confirmed credit facilities = €5,245m 


5 



8.3 Liquidity as at 31 December 2011 

As at 31 December 2011, available cash stood at €3,161m (including -€16m of financial instruments contracted to 

hedge net debt). The Group also had €5,245m of credit facilities as at the same date. 

(€m) 

9,000 

8,000 

7,000 

6,000 

5,000 

4,000 

3,000 

2,000 

1,000 

Undrawn 

MLT credit 

facilities 

Cash 

Liquidity 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 ... 2026 2027 2028 

The bond issues maturing in 2013, 2015, 2016, 2018, 2019 and 2026 all contain a change of control clause relating 

to Bouygues SA. 

The credit facilities contracted by Bouygues SA and its subsidiaries contain no financial covenants or trigger event 

clauses. 

8.4 Split of current and non-current debt by interest rate 

type 

Split of current and non-current debt, including the effect of all open interest rate hedges at the balance sheet 

date: 


Fixed rate a 90% 92% 

Floating rate 10% 8% 

(a) Rates fixed for more than one year 

8.5 Interest rate risk 

The split of financial assets and financial liabilities by interest rate type at 31 December 2011 was as follows: 

Variable rate Fixed rate Total 

Financial liabilities (debt) 929 6,094 7,023 

Financial assets a (net cash position) 3,161 3,161 

Net position before hedging (2,232) 6,094 3,862 

Interest rate hedges (229) 229 

Net position after hedging (2,461) 6,323 3,862 

Adjustment for seasonal nature of certain activities 630 

Net position after hedging and adjustment (1,831) 

(a) Includes -€16m for the fair value of financial instruments contracted to hedge net debt 

The effect of a 1% rise in short-term interest rates on the net position described above would be to reduce 

the cost of net debt by €18.3m over a full year. 

8.6 Split of current and non-current debt by currency 

Euro 

Europe 

Pound 

sterling 

Other 

currencies 

US 

dollar 

Hong Kong 

dollar 

Other 

currencies 

Non-current: 

31 December 2011 6,001 697 4 38 29 38 6,807 

Current: 

31 December 2011 160 10 21 23 1 1 216 

Non-current: 

31 December 2010 5,968 670 53 12 26 21 6,750 

Current: 

31 December 2010 964 10 8 2 1 9 994 

Total 

An analysis of debt by business segment is provided in Note 16. 

An analysis of collateral and pledges given by the Bouygues group is provided in Note 18.1 (breakdown 

by business segment) 


NOTE 9 • MAIN COMPONENTS 

OF CHANGE IN NET DEBT (3,862) 

9.1 Change in net debt 

31/12/2010 

Movements 

during 2011 

31/12/2011 

Cash and cash equivalents 5,576 (2,161) 3,415 

Overdrafts and short-term bank borrowings (294) 55 (239) 

Net cash position 5,282 (2,106) 3,176 a 

Non-current debt (6,750) (57) (6,807) 

Current debt (994) 778 (216) 

Financial instruments, net (11) (4) (15) 

Total debt (7,755) 717 (7,038) 

Net debt (2,473) (1,389) (3,862) 

(a) Net cash position as analysed in the 2011 cash flow statement (net cash flows + non-monetary movements) 

9.2 Principal net debt transactions in the year ended 


Net debt at 31/12/2010 (2,473) 

Acquisitions/disposals of financial assets 

(114) a 

Dividends paid (694) 

Transactions involving share capital 

(1,377) b 

Changes in scope of consolidation 24 

Operating items 

Net debt at 31/12/2011 (3,862) 

(a) Includes Bouygues Construction (Leadbitter acquisition: -€37m) and Colas (Gamma Materials acquisition: -€33m) 

(b) Includes reduction in the share capital of Bouygues SA following the share repurchase tender offer (-€1,250m); purchase of Bouygues SA treasury 

shares on the stock market (-€169m); capital increase arising under the Bouygues Confiance 5 employee share ownership plan (share of employee 

contribution for 2011: +€56m); and exercise of stock options (+€17m) 

(c) Excluding the €228m spent on the 4G 2.6 GHz frequencies, operating items amounted to €1,000m 

772 c 

NOTE 10 • CURRENT LIABILITIES 16,369 

Breakdown of current liabilities 


Advances and down-payments received 1,574 1,413 

Current debt a 216 994 

Current taxes payable 136 137 

Trade payables 6,826 6,347 

Current provisions b 831 930 

Other current liabilities 

Other operating liabilities (employees, social security, government) 2,576 2,450 

Deferred income 1,843 1,794 

Other non-financial liabilities 2,026 1,845 

Overdrafts and short-term bank borrowings 239 294 

Financial instruments 38 24 

Other current financial liabilities 64 19 

Total 16,369 16,247 

(a) See analysis in Note 8, "Non-current and current debt" 

(b) See analysis in Note 6.2, "Current provisions" 

NOTE 11 • ANALYSIS OF SALES AND OTHER REVENUES 

FROM OPERATIONS 

11.1 Analysis by accounting classification 

2011 2010 

Sales of goods 3,090 2,722 

Sales of services 12,253 12,176 

Construction contracts 17,363 16,327 

Sales 32,706 31,225 



Total revenues 32,845 31,369 

There were no material exchanges of goods or services in the year ended 31 December 2011. 


5 



Consolidated balance sheet: information about construction contracts 

Bouygues 

Construction 

Colas 

Total 

Works to be rebilled 427 402 829 

Warranty retentions 110 98 208 

Works billed in advance 1,234 (316) 918 

Advance payments received 848 (104) 744 

11.2 Analysis by business segment 

2011 sales 2010 sales 

France International Total % France International Total % 

Construction 5,185 4,431 9,616 29 4,875 4,127 9,002 29 

Property 2,342 122 2,464 7 2,206 203 2,409 8 

Roads 7,140 5,155 12,295 38 6,668 a 4,924 a 11,592 37 

Media 2,203 392 2,595 8 2,199 390 2,589 8 

Telecoms 5,725 5,725 18 5,621 5,621 18 

Bouygues SA & other 6 5 11 7 5 12 

Consolidated sales 22,601 10,105 32,706 100 21,576 9,649 31,225 100 

% change 2011 vs. 2010 5% 5% 5% 

(a) Mayotte is an administrative department of France with effect from 31 March 2011. Sales generated in this territory in 2010, amounting to €70m, have been reclassified from "International" to "France" 

11.3 Analysis by geographical area 11.4 Split by type of contract, France/International (%) 

Sales are allocated by the territory in which the sale is generated. 

2011 sales 2010 sales 

Total % Total % 

France 22,601 69 21,576 a 69 

European Union (27 members) 3,299 10 3,171 10 

Rest of Europe 1,146 4 1,105 4 

Africa 1,327 4 1,281 a 4 

Middle East 160 127 

North America 2,520 8 2,301 8 

Central and South America 151 145 

Asia-Pacific 1,293 4 1,368 4 

Oceania 209 1 149 1 

Other 0 2 

Total 32,706 100 31,225 100 

(a) Mayotte is an administrative department of France with effect from 31 March 2011. Sales generated in this territory in 2010, amounting to €70m, 

have been reclassified from "International" to "France" 

2011 2010 

France International Total France International Total 

Public-sector contracts a 30 63 41 32 54 39 

Private-sector contracts 70 37 59 68 46 61 

(a) Sales billed directly to government departments, local authorities or public enterprises (mainly works and maintenance contracts) in France and 

abroad 


NOTE 12 • OPERATING PROFIT 1,857 

Current operating profit 

2011 2010 

Sales 32,706 31,225 


Purchases used in production and external charges (22,348) (20,977) 

Personnel costs (6,778) (6,504) 

Taxes other than income tax (653) (633) 

Net depreciation, amortisation, provisions and impairment 

Depreciation and amortisation* (1,411) (1,392) 

Net charge to provisions and impairment losses* (387) (549) 

Change in production and property development inventories (22) (116) 

Other income from operations 1,288 1,250 

Reversals of unutilised provisions* 375 371 

Other miscellaneous income a 913 879 

Other expenses on operations a (715) (688) 

Current operating profit* 1,819 1,760 

Other operating income b 38 108 

Other operating expenses c (77) 

Operating profit 1,857 1,791 

(*) Components used in the calculation of EBITDA 

See Note 16 for an analysis by business segment. 

(a) In 2011; includes €67m of net gains on disposals 

(b) 2011 

Bouygues Telecom: miscellaneous gains on disposals 

2010 

Colas: gain on bargain purchase (negative goodwill) on buyout of minority interests = €6m 

TF1: Other operating income of €102m for the year ended 31 December 2010 includes a gain of €95.9m on the remeasurement at fair value 

of the previously-held equity interests in TMC and NT1. 

(c) 2010 

Colas: Fines relating to competition issues and associated claims: -€31m; impairment of goodwill: -€27m 

TF1: Other operating expenses include goodwill impairment and other items 

NOTE 13 • COST OF NET DEBT (277) 

OTHER FINANCIAL INCOME AND EXPENSES (13) 

13.1 Components of cost of net debt 

2011 2010 

Financial expenses (359) (394) 

comprising: 

Interest expense on debt (323) (346) 

Interest expense related to treasury management (30) (30) 

Interest expense on finance leases (2) (4) 

Negative effects of financial instruments (4) (14) 

Financial income 82 64 

comprising: 

Interest income from cash and cash equivalents 40 42 

Income from, and gains on disposals of, short-term investments 42 21 

Negative effects of financial instruments 1 

Total cost of net debt (277) (330) 

13.2 Other financial income and expenses 

2011 2010 

Other financial income 55 101 

Other financial expenses (68) (95) 

Other financial income/(expenses), net (13) 6 

"Other financial income and expenses" include gains or losses on disposals of investments in non-consolidated 

companies, interest paid to investors on calls for funds (commercial property), commitment fees, changes in the 

fair value of "Other current financial assets" and other items during the period. 

The net year-on-year movement of -€19m mainly reflects a reduction in net gains on disposals of investments in 

non-consolidated companies, mainly due to the Alstom Hydro share exchange (which generated a €42m gain in 

2010). 


5 



NOTE 14 • INCOME TAX EXPENSE (528) 

14.1 Analysis of income tax expense 

2011 2010 

Net profit (100%) 1,237 1,263 

Eliminations: 

France 

Income tax expense 528 482 

Net profit of discontinued and held-for-sale operations N/A N/A 

Share of profits and losses of associates (198) (278) 

Net pre-tax profit from continuing operations excluding associates 1,567 1,467 

Standard tax rate in France 36.10% 34.43% 

Recognition and utilisation of tax loss carry-forwards 3.51% 3.36% 

Effect of permanent differences (4.86%) (6.22%) 

Flat-rate taxes, dividend taxes and tax credits 1.36% 1.11% 

Taxes at rates not linked to profits: differential tax rates, 

long-term capital gains, foreign taxes 

2011 2010 

Other 

countries 

(2.44%) 0.17% 

Effective tax rate 33.67% 32.85% 

Total 

France 

Other 

countries 

Tax payable to the tax authorities (316) (120) (436) (326) (120) (446) 

Change in deferred tax liabilities 7 (3) 4 (10) (9) (19) 

Change in deferred tax assets (92) (4) (96) (24) 7 (17) 

Total (401) (127) (528) (360) (122) (482) 

See Note 16 for an analysis by business segment. 

14.2 Tax proof (reconciliation between standard tax rate and 

effective tax rate) 

Differences between the standard corporate income tax rate applicable in France and the effective tax rate based on 

the consolidated financial statements are explained as follows: 

Total 

NOTE 15 • NET PROFIT FROM CONTINUING 

OPERATIONS AND BASIC/DILUTED EARNINGS PER 

SHARE FROM CONTINUING OPERATIONS 

15.1 Net profit from continuing operations 

Net profit from continuing operations for the period was €1,070m. 

2011 2010 

Net profit from continuing operations (100%) 1,237 1,263 

Minority interest in net profit from continuing operations (167) (192) 

Net profit from continuing operations attributable to the Group 1,070 1,071 

15.2 Basic and diluted earnings per share from continuing 

operations 

Basic earnings per share from continuing operations is calculated by dividing net profit from continuing operations 

attributable to the Group by the weighted average number of shares outstanding during the year, excluding the 

average number of ordinary shares bought and held as treasury shares. 

2011 2010 

Net profit from continuing operations attributable to the Group (€m) 1,070 1,071 

Weighted average number of shares outstanding 349,686,165 353,494,819 

Basic earnings per share from continuing operations (€) 3.06 3.03 

Diluted earnings per share from continuing operations is calculated by reference to the weighted average number 

of shares outstanding, adjusted for the conversion of all potentially dilutive shares (i.e. stock subscription options 

legally exercisable and in the money at the balance sheet date). 

2011 2010 

Net profit from continuing operations used to calculate diluted earnings 

per share (€m) 1,070 1,071 

Weighted average number of shares outstanding 349,686,165 353,494,819 

Adjustment for potentially dilutive effect of stock options 272,534 1,518,148 

Diluted earnings per share from continuing operations (€) 3.06 3.02 

15.3 Adjusted net profit from continuing operations 

2011 2010 

Net profit from continuing operations attributable to the Group (€m) 1,070 1,071 

Number of shares outstanding at 31 December a 314,869,079 361,042,329 

Adjusted basic earnings per share from continuing operations (€) 3.40 2.97 

+14% 

(a) Calculated on the basis of the number of shares outstanding at 31 December (excluding treasury shares). 


NOTE 16 • SEGMENT INFORMATION 

Segment information is provided in two forms: 1. By business segment (CGU): Construction (Bouygues Construction), Property (Bouygues Immobilier), Roads (Colas), Media (TF1), Telecoms (Bouygues Telecom), Bouygues SA and other. 

2. By geographical area: France (including overseas departments), European Union, Rest of Europe, Africa, Asia-Pacific-Oceania, Americas and Middle East. (Property, plant and equipment is allocated by location of the asset). Inter-segment 

sales are generally conducted at an arm’s-length basis. 

An analysis of sales by geographical area is provided in Note 11.3. 

The operating segments used in reporting by business segment are those reviewed by the chief operational decision-maker of the Group, and are not aggregated for segment reporting purposes. This information is used to allocate resources to 

operating segments, and to monitor their performance. Operating segment information is compiled using the same accounting policies as used in the preparation of the consolidated financial statements, as described in the notes to the financial 

statements. The "Bouygues SA and other" segment includes contributions from corporate holding companies, and from entities dedicated to the centralised financing of the Group. 

16.1 Analysis by business segment – Year ended 31 December 2011 

BOUYGUES • 2011 Registration Document • FINANCIAL STATEMENTS • Consolidated financial statements • 252 


Bouygues SA 

and other 

INCOME STATEMENT 

Total sales 9,802 2,465 12,412 2,620 5,741 120 33,160 

Inter-segment sales (186) (1) (117) (25) (16) (109) (454) 

Third-party sales 9,616 2,464 12,295 2,595 5,725 11 32,706 

Net depreciation and amortisation expense (171) (4) (461) (78) (692) (5) (1,411) 

Net charges to provisions and impairment losses (197) (12) (114) (30) (44) 10 (387) 

Current operating profit 353 201 466 283 561 (45) 1,819 

Cost of net debt 19 2 (24) 1 (10) (265) (277) 

Income tax expense (140) (53) (163) (89) (211) 128 (528) 

Share of profits/(losses) of associates (13) (10) 59 (14) (1) 177 a 198 

Net profit from continuing operations 229 122 341 186 370 (11) 1,237 

Net profit of discontinued and held-for-sale operations 

Net profit 229 122 341 186 370 (11) 1,237 

Net profit attributable to the Group 226 120 324 80 331 (11) 1,070 

BALANCE SHEET 

Property, plant and equipment 655 17 2,537 231 2,955 147 6,542 

Intangible assets 71 5 73 141 916 3 1,209 

Goodwill 388 1,069 1,458 2,664 1 5,580 

Deferred tax assets and non-current tax receivable 60 21 155 6 14 256 

Investments in associates 54 568 1 2 4,460 b 5,085 

Other non-current assets 333 15 216 168 9 29 770 

Cash and cash equivalents 553 54 420 36 35 2,317 3,415 

Other assets 12,065 

Total assets 34,922 

Non-current debt 122 3 242 18 328 6,094 6,807 

Non-current provisions 797 97 749 42 129 51 1,865 

Deferred tax liabilities and non-current tax liabilities 6 1 111 10 72 3 203 

Current debt 5 26 48 5 11 121 216 

Other liabilities 25,831 

Total liabilities 34,922 

Net debt c 2,869 507 28 (40) (581) (6,645) (3,862) 

CASH FLOW STATEMENT 

Cash flow statement 546 197 915 346 1,288 33 3,325 

Acquisitions of property, plant and equipment and intangible assets, net of disposals 268 12 414 108 1,087 (3) 1,886 

Acquisitions of investments in consolidated companies and other investments, net of disposals 45 2 82 (7) 2 (10) 114 

OTHER INDICATORS 

EBITDA 549 181 934 357 1,272 (51) 3,242 

Free cash flow 157 134 314 150 (20) (101) 634 

(a) Includes €175m for Alstom (b) Includes €4,444m for Alstom (c) Contribution at business segment level, including Bouygues Relais and Uniservice internal current accounts (these inter-segment accounts are eliminated in the "Bouygues SA & other" column) 

Total 

2011

5 



16.2 Analysis by business segment – Year ended 31 December 2010 


Bouygues SA 

and other 

INCOME STATEMENT 

Total sales 9,235 2,418 11,661 2,622 5,636 132 31,704 

Inter-segment sales (233) (9) (69) (33) (15) (120) (479) 

Third-party sales 9,002 2,409 11,592 2,589 5,621 12 31,225 

Net depreciation and amortisation expense (155) (4) (470) (91) (664) (8) (1,392) 

Net charges to provisions and impairment losses (306) (13) (173) (14) (41) (2) (549) 


Cost of net debt 23 (2) (30) (18) (9) (294) (330) 

Income tax expense (133) (67) (122) (69) (232) 141 (482) 

Share of profits/(losses) of associates (10) (1) 69 6 214 a 278 

Net profit from continuing operations 203 112 223 229 444 52 1,263 

Net profit of discontinued and held-for-sale operations 

Net profit 203 112 223 229 444 52 1,263 

Net profit attributable to the Group 201 108 216 98 397 51 1,071 

BALANCE SHEET 

Property, plant and equipment 560 13 2,454 186 2,798 148 6,159 

Intangible assets 74 3 68 147 695 3 990 

Goodwill 347 1,063 1,468 2,651 2 5,531 

Deferred tax assets and non-current tax receivable 56 41 138 3 6 17 261 

Investments in associates 67 555 14 1 4,383 b 5,020 

Other non-current assets 257 14 168 181 9 30 659 

Cash and cash equivalents 521 61 368 39 20 4,567 5,576 

Other assets 11,390 

Total assets 35,586 

Non-current debt 70 43 200 16 331 6,090 6,750 

Non-current provisions 782 94 750 46 148 50 1,870 

Deferred tax liabilities and non-current tax liabilities 3 96 11 2 112 

Current debt 3 5 50 4 31 901 994 

Other liabilities 25,860 

Total liabilities 35,586 

Net debt c 2,856 376 (57) 17 (170) (5,495) (2,473) 


Cash flow statement 509 195 814 297 1,327 102 3,244 

Acquisitions of property, plant and equipment and intangible assets, net of disposals 221 4 474 43 680 1 1,423 

Acquisitions of investments in consolidated companies and other investments, net of disposals 14 8 26 203 d 1 3 255 

OTHER INDICATORS 

EBITDA 606 184 894 319 1,367 (40) 3,330 

Free cash flow 178 122 188 167 406 (52) 1,009 

(a) Includes €218m for Alstom (b) Includes €4,366m for Alstom (c) Contribution at business segment level, including Bouygues Relais and Uniservice internal current accounts (these inter-segment accounts are eliminated in the "Bouygues SA & other" column). (d) Includes €195m for the TMC/NT1 acquisition 

Total 

2010 


16.3 Analysis by geographical area 

France* European Union Rest of Europe Africa Asia-Pacific Americas Middle East Total 

Balance sheet 31/12/2011 

Property, plant and equipment a 4,878 327 123 229 231 730 24 6,542 

Intangible assets 1,158 24 1 1 1 24 1,209 


Purchase price of property, plant 

and equipment and intangible assets 1,614 63 34 81 102 149 13 2,056 

(*) Includes French overseas departments (a) Includes assets held under finance leases 

France* European Union Rest of Europe Africa Asia-Pacific Americas Middle East Total 

Balance sheet 31/12/2010 

Property, plant and equipment a 4,629 381 82 222 171 666 8 6,159 

Intangible assets 943 25 1 2 19 990 


Purchase price of property, plant 

and equipment and intangible assets 1,095 53 36 90 47 166 20 1,507 

(*) Includes French overseas departments (a) Includes assets held under finance leases 


5 



16.4 Income statement by function 

2011 Construction Property Roads Media Telecoms 

Bouygues SA 

and other 

Consolidated sales 9,616 2,464 12,295 2,595 5,725 11 32,706 

Cost of sales (8,263) (2,035) (10,740) (1,903) (4,380) (27) (27,348) 

Gross profit 1,353 429 1,555 692 1,345 (16) 5,358 

Research and development expenses (15) (2) (69) (7) (20) (1) (114) 

Selling expenses (365) (158) (144) (175) (842) 

Administrative expenses (618) (68) (1,020) (258) (589) (30) (2,583) 

Other income/(expenses) (2) 2 


Total 

2010 Construction Property Roads Media Telecoms 

Bouygues SA 

and other 

Total 

Consolidated sales 9,002 2,409 11,592 2,589 5,621 12 31,225 

Cost of sales (7,664) (2,001) (10,166) (1,959) (4,067) (3) (25,860) 

Gross profit 1,338 408 1,426 630 1,554 9 5,365 

Research and development expenses (15) (2) (69) (6) (16) (2) (110) 

Selling expenses (420) (134) (116) (189) (859) 

Administrative expenses (588) (68) (992) (278) (657) (53) (2,636) 



NOTE 17 • FINANCIAL INSTRUMENTS 

The tables below show aggregate notional amounts at 31 December 2011 for each type of financial instrument used, 

split by residual maturity for interest rate hedges and by currency for currency hedges. 

17.1 Interest rate hedges 

Analysis by maturity 

Maturity 

Notional amounts at 31/12/2011 

Notional amounts 

2012 2013 to 2016 After 2016 Total 31/12/2010 

Interest rate swaps 

• on financial assets 351 2 353 a 1,713 

• on financial liabilities 100 570 727 1,397 b 1,030 

Caps/floors 

• on financial assets 

• on financial liabilities 150 150 150 

(a) Of which pay fixed rate: €353m 

(b) Of which pay fixed rate: €1,397m 

Analysis by business segment 


Bouygues SA 

and other 

Total 

31/12/2011 

Total 

31/12/2010 


• on financial assets 353 353 1,713 

• on financial liabilities 20 237 640 500 a 1,397 1,030 

Caps/floors 

• on financial assets 

• on financial liabilities 150 150 150 

(a) Forward interest rate swaps used for hedging purposes 

In the case of renewable interest rate hedges, the amounts shown in each column relate to the longest maturity. 


5 



17.2 Currency hedges 

Analysis by original currency 

Forward purchases/sales 

31 December 2011 (equivalent value in €m) 

US dollar Pound sterling Swiss franc Other currencies 

Total 

31/12/2011 

• Forward purchases 171 1 4 114 290 348 

• Forward sales 304 28 32 217 581 395 

Currency swaps 228 42 158 232 660 526 

Currency options 

• Call options 

• Put options 

Total 

31/12/2010 

Analysis by business segment 


Bouygues SA 

and other 

Total 

31/12/2011 

Total 

31/12/2010 

Forward purchases/sales 

• Forward purchases 105 67 10 100 8 290 348 

• Forward sales 464 100 17 581 395 

Currency swaps 22 20 618 660 526 

Currency options 

• Call options 

• Put options 

17.3 Market value of hedging instruments 

At 31 December 2011, the market value (net present value) of the hedging instruments portfolio was -€80m. This 

amount mainly comprises the net present value of interest rate swaps contracted to hedge the Group’s debt (fair 

value hedges and cash flow hedges), and the net present value of forwards and futures contracted to hedge currency 

risk arising on commercial transactions. 

The split of this market value by type of hedge is as follows: 

> fair value hedges of components of net debt: -€19m 

> cash flow hedges: -€61m 

In the event of a +1.00% movement in the yield curve, the hedging instruments portfolio would have a market value 

of -€15m; in the event of a -1.00% movement in the yield curve, the hedging instruments portfolio would have a 

market value of -€147m. 

In the event of a 1% depreciation in the euro against each foreign currency, the hedging instruments portfolio would 

have a market value of -€94m. 

These calculations were prepared by the Bouygues group, or obtained from the banks with whom the instruments 

were contracted. 


NOTE 18 • OFF BALANCE SHEET COMMITMENTS 

Notes 18.1 and 18.2 disclose information about guarantee commitments and sundry contractual commitments. Operating lease obligations are shown separately in Note 18.3 (See also Notes 3, 4 and 8). 

18.1 Guarantee commitments 

31/12/2011 Construction Property Roads Media Telecoms 

Bouygues SA 

& other 

Less than 

1 year 

Maturity 

1 to 5 

years 

Over 

5 years 

31/12/2010 

Pledges, mortgages and collateral 110 6 104 13 49 48 115 

Guarantees and endorsements given 115 28 9 74 4 60 47 8 252 

Total guarantee commitments given 225 34 9 178 4 73 96 56 367 

Guarantees and endorsements received 10 8 2 6 4 11 

Total guarantee commitments received 10 8 2 6 4 11 

Balance 215 34 1 178 2 67 92 56 356 

In connection with its ordinary activities, the Bouygues group grants multi-year guarantees (such as 10-year building guarantees), which are usually covered by statistically-based provisions on the liabilities side of the balance sheet. 

Contract guarantees provided by banks to Group customers represent off balance sheet commitments for those banks; where such guarantees are liable to result in payments being made, a provision is recognised by Bouygues in the 

consolidated balance sheet. 

18.2 Sundry contractual commitments 


Bouygues SA 

& other 

Less than 

1 year 

Maturity 

1 to 5 

years 

Over 

5 years 

31/12/2010 

Image transmission 154 154 40 103 11 119 

Network maintenance 69 69 54 15 133 

Lump-sum retirement benefit obligations 35 11 2 20 2 3 11 21 41 

Other commitments 463 3 197 a 260 3 437 24 2 488 

Total sundry contractual commitments given 721 11 5 20 351 329 5 534 153 34 781 

Image transmission 154 154 40 103 11 119 

Network maintenance 69 69 54 15 133 

Lump-sum retirement benefit obligations 35 11 2 20 2 3 11 21 41 

Other commitments 457 197 260 431 24 2 457 

Total sundry contractual commitments received 715 11 2 20 351 329 2 528 153 34 750 

Balance 6 3 3 6 31 

(a) Includes firm or optional commitments to deliver or receive securities, including the agreement signed with Groupe AB (put option): €155m in both 2011 and 2010 

No material off balance sheet commitments have been omitted from this disclosure, in accordance with applicable accounting standards. 


5 



18.3 Operating leases 


Bouygues SA 

& other 

Less than 

1 year 

Maturity 

1 to 5 

years 

Over 

5 years 

31/12/2010 

Operating lease commitments 

Commitments given 1,338 40 42 182 115 959 243 799 296 1,442 

Commitments received 1,338 40 42 182 115 959 243 799 296 1,442 

Operating lease commitments, net 

These figures show the minimum future lease payments due until the normal renewal date of the lease (or earliest potential termination date) under operating leases relating to current operations (land, buildings, plant & equipment, etc.). 

After revaluation (projected increase in rentals), these amounts mainly take account of a discounting calculation (incremental borrowing rate). 

Bouygues Telecom: commitments given in connection with operating activities, primarily commercial leases of property and land intended to house technical installations for the network: includes network site rentals of €554m, property 

and other rentals of €166m, rentals for the Sequana and Technopôle buildings of €228m, and miscellaneous commitments of €11m. 

18.4 Finance leases (recognised as liabilities in the balance sheet) 


Bouygues SA 

& other 

Less than 

1 year 

Maturity 

1 to 5 

years 

Over 

5 years 

31/12/2010 

Finance leases 55 1 33 15 6 20 32 3 70 

18.5 Other commitments 


Use of frequencies 

in 

the 2,600 MHz 

band 

Licence to 

operate a 3G 

network 

The licence to use frequencies in the 2,600 MHz band awarded to Bouygues Telecom in 

October 2011 for a period of 20 years is subject to an obligation to open the frequencies to 

Mobile Virtual Network Operators (MVNOs), and to an obligation to roll out coverage of the 

French population progressively (25% in 4 years, 60% in 8 years, 75% in 12 years). 

The Order of 3 December 2002 under which Bouygues Telecom obtained a licence to establish 

and operate a 3G network was subject to a number of obligations, in particular regarding the 

rollout and coverage timetable. 

At the end of 2011, Bouygues Telecom was providing 3G coverage to 93% of the population, 

thereby exceeding the final coverage requirement under the terms of the licence (75% of the 

population as at 12 December 2010). 

Blind 

spots 

3G mobile 

network 

site-sharing 

agreement 

The agreement signed in 2003 by the three operators, the French government, the French 

regional authorities and Arcep (the French electronic communications and postal service 

regulator) stipulated that coverage be provided in blind spots in some 3,000 communities. As 

of the end of 2011, Bouygues Telecom regards the initial blind spot coverage programme as 

having been completed. Only a few sites are still without coverage; this is due to blocking action 

by the local authorities in question, which means there is no visibility. The operators also agreed, 

in addition to their initial commitment, to extend coverage to a further 364 communities, taking 

the final target to over 3,300 communities that must have coverage. By the end of 2011, over 

half of the sites in this additional programme where Bouygues Telecom is the lead operator had 

been opened to coverage. 

In February 2010, Bouygues Telecom, Orange and SFR signed an agreement under the 

auspices of Arcep on the sharing of 3G network sites in the less dense zones of France. This 

agreement, which was amended in July 2010 in anticipation of the future Free Mobile rollout, 

deals with coverage for some 3,600 communities, including all those covered by the 2G blind 

spots programme; by end 2013, it will enable approximately 99.8% of the population to enjoy 

3G coverage on a par with 2G coverage, over and above the 3G coverage obligations entered 

into by the operators. 


NOTE 19 • HEADCOUNT, EMPLOYEE BENEFIT 

OBLIGATIONS AND EMPLOYEE SHARE OWNERSHIP 

19.1 Average headcount 

2011 2010 

Managerial staff 22,832 22,201 

Supervisory, technical and clerical staff 22,145 21,761 

Site workers 31,371 32,241 

Sub-total: France 76,348 76,203 

Expatriates and local contract staff 58,447 61,205 

Total average headcount 134,795 137,408 

19.3 Post-employment benefits other than long-service 

awards 

Post-employment benefits other than long-service awards 

19.3.1 Defined-contribution plans 

2011 2010 

Amount recognised as an expense (1,697) (1,651) 

This defined-contribution expense consists of contributions to: 

> health insurance and mutual insurance funds, 

> pension funds (compulsory and top-up schemes), 

> unemployment insurance funds. 

For related-party information, see Note 20. 

19.2 EMPLOYEE BENEFIT OBLIGATIONS 

31/12/2010 Movements during 2011 31/12/2011 

Lump-sum retirement benefits 318 (10) 308 

Long-service awards 124 (2) 122 

Other post-employment benefits (pensions) 56 (6) 50 

Total 498 (18) 480 

19.3.2 Defined-benefit plans 

Net expense recognised in the income statement (as an operating item) 

Lump-sum 

Pensions 

retirement benefits 

a 

2011 2010 2011 2010 

Current service cost 4 (12) (1) (3) 

Interest expense on obligation 13 13 12 12 

Expected return on plan assets (12) (12) 

Past service cost 3 3 (2) (16) 

Net expense/(gain) recognised 

in profit or loss 20 4 (3) (19) 

(a) Sign convention: 

- Net expense: plus sign 

- Net gain: minus sign 


5 



Amounts recognised in the balance sheet 

Lump-sum 


Pensions a 

31/12/2011 31/12/2010 31/12/2011 31/12/2010 

Total 

31/12/2011 

Total 

31/12/2010 

Movement in balance sheet items (non-current provisions) 

Lump-sum 


Pensions a 

2011 2010 2011 2010 

Present value of obligation 349 364 340 324 689 688 

Fair value of plan assets 1 (292) (270) (292) (269) 

Unrecognised past 

service cost (37) (42) 2 2 (35) (40) 

Other items (4) (5) a (4) (5) 

Net obligation recognised 

(provision) 

308 318 50 56 358 374 

Ratio: plan assets/present 

value of obligation 86% 83% 

Position at 1 January 318 311 56 40 

Expense recognised 20 4 (3) (19) 


Transfers and other movements (1) 7 (6) (1) 

Actuarial gains and losses recognised 

in equity (29) (9) 2 20 

Position at 31 December 308 318 50 56 

(a) Relates primarily to independently-managed Colas group pension funds located in the United Kingdom 

(a) Residual TF1 fund covering a fraction of the obligation 

Analysis by business segment: year ended 31 December 2011 


Bouygues SA 

and other 

Total 

Net lump-sum retirement benefit expense a 5 1 8 2 4 20 

Non-current provisions (balance sheet): 

• lump-sum retirement benefits 100 8 135 21 31 13 308 

• pensions 50 50 

(a) Pension expense for 2011 was not material 

Analysis by geographical area: year ended 31 December 2011 

France 

European 

Union 

Rest of 

Europe 

Africa Americas Asia-Pacific 

Middle 

East 

Total 

Net lump-sum retirement benefit expense a 19 1 20 

Non-current provisions (balance sheet): 

• lump-sum retirement benefits 299 1 5 2 1 308 

• pensions 13 23 1 13 50 

(a) Pension expense for 2011 was not material 


Main actuarial assumptions used to measure lump-sum retirement benefit obligations 

Discount rate b 5.46% 

(iboxx A10) 

2011 2010 

4.62% 

(iboxx A10) 

Mortality table INSEE INSEE 

Retirement age (depending on business segment) 

• Managerial staff 63/65 years 63/65 years 

• Technical, supervisory and clerical staff, and site workers 62/63 years 62/63 years 

Salary inflation rate (depending on business segment) a 1.9% to 4% 2% to 4% 

(a) Includes general inflation 

(b) A reduction of 50 basis points in the discount rate would increase the obligation by €21m as at 31 December 2011. Under Group accounting 

policies, any such actuarial losses would be recognised directly in equity. 

19.4 Employee share ownership 

19.4.1 Stock options 

Total number of effectively exercisable options: 0 

Quoted share price on 31 December 2011: €24.345 

Plan grant 

date 

Outstanding 

options at 

31/12/2011 

Earliest normal 

exercise date 

Earliest 

Number of 

company Exercise price 

savings scheme (€) a effectively 

exercisable options 

exercise date 

21/06/2005 2,744,973 21/06/2009 21/06/2006 30.94 - 

05/09/2006 3,514,341 05/09/2010 05/09/2007 39.49 - 

05/06/2007 4,205,899 05/06/2011 05/06/2008 62.63 - 

31/03/2008 4,228,371 31/03/2012 31/03/2009 42.68 - 

01/04/2009 4,564,926 01/04/2013 01/04/2010 25.62 - 

30/06/2010 4,138,961 01/07/2014 01/07/2011 34.08 - 

14/06/2011 2,974,497 14/06/2015 14/06/2012 31.43 - 

Total 0 

Stock options are effectively exercisable if they meet both of the following conditions: 

1) They must be legally exercisable as at 31 December 2011, either by normal exercise (4 years after the plan 

grant date) or by partial exercise ahead of the normal exercise date under the terms of the company savings 

scheme. 

2) They must be in the money at 31 December 2011, in other words the exercise price must be less than the closing 

share price on 31 December 2011 (€24.345). 

(a) The exercise price takes account of the share repurchase tender offer 


5 



NOTE 20 • DISCLOSURES ON RELATED PARTIES AND 

ON REMUNERATION OF DIRECTORS AND SENIOR 

EXECUTIVES 

20.1 Related-party disclosures 

Transactions 

Expenses Income Receivables Liabilities 

2011 2010 2011 2010 31/12/2011 31/12/2010 31/12/2011 31/12/2010 

Parties with an 

ownership interest 5 5 1 1 2 

Joint ventures 26 25 188 156 283 236 90 113 

Associates 18 7 131 101 67 64 21 10 

Other related parties 28 34 129 17 89 66 62 45 

Total 77 71 449 275 439 368 173 168 

Maturity 

less than 1 year 350 295 136 165 

1 to 5 years 19 30 37 3 

more than 5 years 70 43 

of which impairment of doubtful receivables 

(mainly non-consolidated companies) 84 77 

20.2 Disclosures about remuneration and benefits paid to 

directors and senior executives (Bouygues) 

These disclosures cover members of the Group’s Management Committee who were in post on 31 December 2011. 

Direct remuneration: €17,329,177, comprising basic remuneration of €7,564,733; variable remuneration of 

€9,764,744 paid in 2012 on the basis of 2011 performance; and €474,337 of directors’ fees. Directors’ fees paid to 

non-executive directors and non-voting directors amounted to €403,000. 

Short-term benefits: none. 

Post-employment benefits: Members of the Management Committee belong to a top-up retirement plan based on 

0.92% of their reference salary for each year’s membership of the plan. This top-up plan is capped at eight times the 

annual French social security ceiling, and is contracted out to an insurance company. Contributions paid into the 

fund managed by the insurance company amounted to €2,000,000 in 2011. 

Long-term benefits: none. 

Termination benefits: these comprise lump-sum retirement benefits of €640,248. 

Share-based payment: A total of 649,000 stock options were awarded to members of the Management Committee 

on 14 June 2011 at an exercise price of €31.43. The earliest exercise date is 14 June 2015, and the expense 

recognised for these options in the year ended 31 December 2011 was €121,324. 

Identity of related parties: 

> Parties with an ownership interest: SCDM (company controlled by Martin and Olivier Bouygues) 

> Joint ventures: primarily quarry companies, project joint ventures and property development companies 

> Associates: includes in particular transactions with concession companies and Alstom 

> Other related parties: mainly transactions with non-consolidated companies in which the Group has an interest 


NOTE 21 • ADDITIONAL CASH FLOW STATEMENT INFORMATION 

21.1 Cash flows of acquired and divested subsidiaries 

Breakdown by business segment of net cash flows resulting from acquisitions and divestments of subsidiaries. 

Continuing operations 

Acquired/divested subsidiaries Construction Property Roads Media Telecoms 

Bouygues SA 

and other 

Cash and cash equivalents (25) 5 (2) 3 (6) 1 (24) 

Inventories 1 (4) (1) 2 (2) 

Trade and other receivables (68) (1) (2) (10) (4) 1 (84) 

Non-current assets other than goodwill (2) (2) (49) 1 - (1) (53) 

Goodwill (39) (3) 7 (12) 1 (46) 

Trade payables and other current liabilities 94 3 28 7 22 12 166 

Non-current liabilities (1) (2) (5) (4) (3) (15) 

Non-current provisions 2 (1) 5 2 (2) 6 

Non-current taxes (2) 1 (1) 

Net acquisition/divestment cost (38) (2) (36) 12 (1) 12 (53) 

Cash acquired or divested 25 (5) 2 (3) 6 (1) 24 

Net debt on long-term investments (1) (1) 

Net cash inflow/(outflow) resulting from acquisitions 

and divestments of subsidiaries (13) (7) (34) 9 5 10 (30) 

Total 

31/12/2011 

Discontinued operations: N/A 


5 



NOTE 22 • AUDITORS’ FEES (in € '000) 

The table below shows fees paid to the auditors (and member firms of their networks) responsible for the audit of the consolidated financial statements of Bouygues and consolidated companies (excluding associates), as expensed 

through the income statement in 2011. 

Mazars network Ernst & Young network Other firms a Total expense 

Amount % Amount % Amount % 

2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 

A - Audit 

Audit of consolidated 

and individual company financial statements b (6,227) (6,341) 96% 96% (4,472) (4,226) 96% 94% (7,121) (7,445) 84% 91% (17,820) (18,012) 

• Bouygues SA (221) (218) (222) (219) 0 0 (443) (437) 

• Consolidated companies (6,006) (6,123) (4,250) (4,007) (7,121) (7,445) (17,377) (17,575) 

Related engagements c (118) (148) 2% 2% (175) (287) 4% 6% (786) (203) 9% 2% (1,079) (638) 

• Bouygues SA 0 (30) (71) (21) 0 0 (71) (51) 

• Consolidated companies (118) (118) (104) (266) (786) (203) (1,008) (587) 

Sub-total 1 (6,345) (6,489) 98% 98% (4,647) (4,513) 100% 100% (7,907) (7,648) 93% 93% (18,899) (18,650) 

B - Other services d 

Legal, tax, employment law (62) (84) 1% 1% 0 0 0% 0% (461) (413) 5% 5% (523) (497) 

Other (55) (40) 1% 1% 0 0 0% 0% (167) (114) 2% 2% (222) (154) 

Sub-total 2 (117) (124) 2% 2% 0 0 0% 0% (628) (527) 7% 7% (745) (651) 

Total fee expense (6,462) (6,613) 100% 100% (4,647) (4,513) 100% 100% (8,535) (8,175) 100% 100% (19,644) (19,301) 

(a) In the interests of comprehensiveness, this table includes fees paid to other firms 

(b) Includes services provided by independent experts and member firms to the auditors in connection with their audit engagement 

(c) Includes procedures and directly related services provided to the issuer or its subsidiaries: 

- by the auditors, in compliance with Article 10 of the Code of Ethics; 

- by a member firm of the auditor's network, in compliance with Articles 23 and 24 of the Code of Ethics 

(d) Non-audit services provided, in compliance with Article 24 of the Code of Ethics, by member firms to subsidiaries of the issuer on whose financial statements an audit opinion is issued 


NOTE 23 • PRINCIPAL EXCHANGE RATES 

Convention: 1 local currency unit = x euros 

Country 

Currency unit 

Closing rate 

Annual average rate 

31/12/2011 31/12/2010 2011 2010 

EUROPE 

Denmark Danish krone 0.134513 0.134165 0.134235 0.134269 

United Kingdom Pound sterling 1.197175 1.161778 1.147776 1.168215 

Hungary Hungarian forint 0.003179 0.003598 0.003563 0.003617 

Poland Polish zloty 0.224316 0.251572 0.241664 0.249695 

Czech Republic Czech koruna 0.038779 0.039903 0.040651 0.039583 

Romania Romanian leu 0.231305 0.234632 0.235852 0.237141 

Switzerland Swiss franc 0.822639 0.799744 0.811804 0.729949 

NORTH AMERICA 

United States US dollar 0.772857 0.748391 0.714277 0.757189 

Canada Canadian dollar 0.756716 0.750638 0.724366 0.732055 

REST OF THE WORLD 

Morocco Moroccan dirham 0.090013 0.089497 0.088806 0.089724 

Thailand Thai baht 0.024396 0.024894 0.023380 0.023913 

Hong Kong Hong Kong dollar 0.099493 0.096287 0.091777 0.097455 

African Financial Community CFA franc 0.001524 0.001524 0.001524 0.001524 

South Africa South African rand 0.095393 0.112835 0.098585 0.103544 


5 



NOTE 24 • LIST OF PRINCIPAL CONSOLIDATED COMPANIES AT 31 DECEMBER 2011 

Company City/Country 2011 2010 2011 2010 

FRANCE 


Construction 

Bouygues Construction SA Saint-Quentin-en-Yvelines 99.97 99.97 

Bouygues Bâtiment Ile-de-France SA Saint-Quentin-en-Yvelines 99.97 99.97 

Bouygues Bâtiment International SA Saint-Quentin-en-Yvelines 99.97 99.97 

Bouygues TP SA Saint-Quentin-en-Yvelines 99.97 99.97 

Axione Malakoff 99.97 99.97 

Bati-Rénov SA Orly 99.32 99.32 

Brézillon SA Noyon 99.32 99.32 

Challenger SNC Paris 99.97 99.97 

DTP Terrassement SA Saint-Quentin-en-Yvelines 99.97 99.97 

DV Construction SA Mérignac 99.97 99.97 

ETDE SA Saint-Quentin-en-Yvelines 99.97 99.97 

Exprimm IT Villebon-sur-Yvette Merged 99.97 

Exprimm SA Saint-Quentin-en-Yvelines 99.97 99.97 

GFC Construction SA Caluire et Cuire 99.97 99.97 

Quille Construction SA (formerly GTB) Nantes 99.97 99.97 

Mainguy SAS Vertou Merged 99.97 

Norpac SA Villeneuve d’Ascq 99.97 99.97 

Pertuy Construction SA Maxéville 99.97 99.97 

Quille SA Rouen 99.97 99.97 

Serma SAS Champforgueil 99.97 99.97 

Sodéarif SA Saint-Quentin-en-Yvelines 99.96 99.96 

Property 

Bouygues Immobilier Issy-les Moulineaux 100.00 100.00 

SLC Lyon 100.00 100.00 

SNC Bouygues Immobilier 

Entreprises Ile-de-France Issy-les-Moulineaux 100.00 100.00 

SNC Bouygues Immobilier Paris Issy-les-Moulineaux 100.00 100.00 

% direct and 

% interest indirect control a 

Roads 

Colas SA and its regional subsidiaries 

(Colas, Screg, and Sacer) Boulogne-Billancourt 96.55 96.62 

Aximum Chatou 96.54 96.61 100.00 100.00 

% direct and 



Colas Guadeloupe Baie-Mahault (Guadeloupe) 96.54 96.61 100.00 100.00 

Colas Martinique Le Lamentin (Martinique) 96.54 96.61 100.00 100.00 

Colas Rail Maisons-Laffitte 96.54 96.61 100.00 100.00 

Grands Travaux Océan Indien (GTOI) SA Le Port (Reunion island) 96.54 96.61 99.99 99.99 

Smac and its subsidiaries Boulogne-Billancourt 96.54 96.61 100.00 100.00 

Société de la Raffinerie de Dunkerque Dunkirk 96.54 96.61 100.00 100.00 

Spac and its subsidiaries Clichy 96.54 96.61 100.00 100.00 

Media 

Télévision Française 1 SA Boulogne-Billancourt 43.59 43.09 

Dujardin and its subsidiaries Cestas 43.59 43.09 100.00 100.00 

E-TF1 Boulogne-Billancourt 43.59 43.09 100.00 100.00 

Eurosport SA and its subsidiaries Issy-les-Moulineaux 43.59 43.09 100.00 100.00 

La Chaîne Info Boulogne-Billancourt 43.59 43.09 100.00 100.00 

NT1 Boulogne-Billancourt 43.59 43.09 100.00 100.00 

Télé Monte Carlo Monaco 34.87 34.47 80.00 80.00 

Téléshopping Boulogne-Billancourt 43.59 43.09 100.00 100.00 

TF1 Droits Audiovisuels Boulogne-Billancourt 43.59 43.09 100.00 100.00 

TF1 Entreprises Boulogne-Billancourt 43.59 43.09 100.00 100.00 

TF1 Publicité Boulogne-Billancourt 43.59 43.09 100.00 100.00 

TF1 Vidéo Boulogne-Billancourt 43.59 43.09 100.00 100.00 

TV Breizh Lorient 43.59 43.09 100.00 100.00 

Une Musique Boulogne-Billancourt 43.59 43.09 100.00 100.00 

Metro France Publications Paris 43.59 (b) 100.00 - 

Telecoms 

Bouygues Telecom SA 

and its subsidiaries Paris 89.55 89.55 

Other subsidiaries 

Bouygues Relais SNC Paris 100.00 100.00 

GIE 32 Hoche Paris 90.00 90.00 

Société Française de Participation 

& Gestion (SFPG) SA and its subsidiaries Paris 99.76 99.76 

Serendipity and its subsidiaries Paris 100.00 (c) 

(a) Where percentage control differs from percentage interest (b) Equity method in 2010 (c) Proportionate consolidation in 2010 


Proportionate consolidation 

Construction 

Evesa SAS Paris 32.99 - 

Chrysalis Developpement SAS Paris 64.98 - 

Roads 

Carrières Roy Saint-Varent 48.26 48.29 49.98 49.98 

Associates (equity method) 

Construction 

Adelac SAS Beaumont 46.09 b 46.09 

Autoroute de liaison Seine-Sarthe SA Bourg-Achard 33.16 33.16 

Axione Infrastructures SAS and its 

subsidiaries Saint-Quentin-en-Yvelines 15.00 15.00 

Consortium Stade de France SA Saint-Denis 33.32 33.32 

Roads 

Cofiroute Sèvres 16.09 16.11 16.67 16.67 


Alstom Levallois-Perret 30.75 30.77 

Finagestion and its subsidiaries (Africa) Saint-Quentin-en-Yvelines 20.00 21.50 

INTERNATIONAL 


Construction 

Acieroïd SA Barcelona/Spain 99.97 99.97 

Bouygues Thaï Ltd Bangkok/Thailand 48.99 48.99 

Bouygues UK Ltd London/United Kingdom 99.97 99.97 

Bymaro Casablanca/Morocco 99.96 99.96 

David Webster Lighting and its subsidiaries Harlow/United Kingdom 99.97 99.97 

Dragages et TP (Hong Kong) Ltd Hong Kong/China 99.97 99.97 

DTP Singapour Pte Ltd Singapore 99.97 99.97 

Ecovert FM London/United Kingdom 99.97 99.97 

ETDE Contracting Ltd Derbyshire/United Kingdom 99.97 99.97 

ETDE Gabon Libreville/Gabon 84.39 84.39 

ETDE Hungary Gyor/Hungary 99.97 99.97 

Gounkoto Mining Services Bamako/Mali 99.97 - 

Icel Maidstone Ltd and its subsidiaries London/United Kingdom 99.97 99.97 

Karmar SA Warsaw/Poland 99.97 99.97 

Kohler Investment SA Luxembourg 99.97 99.97 

Leadbitter Bouygues Holding Ltd 

and its subsidiaries Abingdon/United Kingdom 50.98 - 

% direct and 



(a) Where percentage control differs from percentage interest (b) 39.19% Bouygues Construction, 6.90% Colas 

% direct and 



Losinger Marazzi AG 

(formerly Construction AG) Köniz/Switzerland 99.97 99.97 

Losinger Holding AG 

(formerly Marazzi Holding) Köniz/Switzerland 99.97 99.97 

Prader Losinger SA Sion/Switzerland 99.64 99.64 

VCES Holding s.r.o. and its subsidiaries Pardubice/Czech Republic 99.97 99.97 

VSL International Ltd Bern/Switzerland 99.87 99.87 

Warings Construction Group Holding Ltd 

and its subsidiaries Portsmouth/United Kingdom 99.97 99.97 

Westminster Local Education 

Partnership Ltd London/United Kingdom 89.97 79.98 

Property 

Bouygues Immobilier Polska Sarl Warsaw/Poland 100.00 100.00 

Bouygues Inmobiliaria SA Madrid/Spain 100.00 100.00 

Parque Empresarial Cristalia SL Madrid/Spain 100.00 100.00 

Roads 

Colas Belgium and its subsidiaries Brussels/Belgium 96.54 96.61 100.00 100.00 

Colas Canada Inc. Montreal Quebec/Canada 96.55 96.62 100.00 100.00 

Colas Cz Prague/Czech Republic 96.55 96.62 100.00 100.00 

Colas Danmark A/S Virum/Denmark 96.55 96.62 100.00 100.00 

Colas Gabon Libreville/Gabon 86.80 86.86 89.90 89.90 

Colas Hungaria and its subsidiaries Budapest/Hungary 96.55 96.62 100.00 100.00 

Colas Inc. 

and its subsidiaries Morristown New Jersey/USA 96.55 96.62 100.00 100.00 

Colas Ltd and its subsidiaries Rowfant/United Kingdom 96.55 96.62 100.00 100.00 

Colas du Maroc and its subsidiaries Casablanca/Morocco 96.54 96.61 100.00 100.00 

Colas Polska Sroda-Wielkopol/Poland 96.55 96.62 100.00 100.00 

Colas SA and its subsidiaries Lausanne/Switzerland 95.80 95.87 99.22 99.22 


Challenger Réassurance Luxembourg 99.99 99.99 

Uniservice Geneva/Switzerland 99.99 99.99 

Proportionate consolidation 

Construction 

Bombela Civils Jv Ltd Johannesburg/South Africa 44.99 44.99 

Roads 

Gamma Materials Beau Bassin/Mauritius 48.22 - 50.00 - 

Associates (equity method) 

Construction 

Bina Fincom Zagreb/Croatia 44.99 44.99 

Hermes Airports Ltd Nicosia/Cyprus 21.99 21.99 


5 


Parent company financial statements (French GAAP) 

PARENT COMPANY BALANCE SHEET AT 31 DECEMBER 2011 


Assets 

(€ million) 

Gross 

2011 

Depreciation, 

amortisation & 

impairment 2011 

Net 

2011 

Net 

2010 

Net 

2009 

Intangible assets 5 2 3 2 1 


Long-term investments 11,349 20 11,329 11,454 11,256 

• Holdings in subsidiaries 

and affiliates 

11,324 17 11,307 11,278 11,081 

• Loans & advances to 

subsidiaries & affiliates 9 9 9 12 

• Other 16 3 13 167 163 

NON-CURRENT ASSETS 11,354 22 11,332 11,456 11,257 

Inventories and work in progress 

Advances and 

down-payments made 

Trade receivables 22 22 19 18 

Other receivables 158 2 156 168 72 

Short-term investments 1,966 2 1,964 3,483 2,978 

Cash 330 330 1,056 556 

CURRENT ASSETS 2,476 4 2,472 4,727 3,624 

Other assets 76 76 87 37 

TOTAL ASSETS 13,906 26 13,880 16,270 14,918 

1 

Liabilities and shareholders' equity 

(€ million) 

Net 

2011 

Net 

2010 

Net 

2009 

Share capital 315 366 354 

Share premium and reserves 1,646 3,151 2,875 

Retained earnings 1,790 1,467 1,017 

Net profit for the year 808 894 1,017 

Restricted provisions 7 6 4 

SHAREHOLDERS' EQUITY 4,566 5,884 5,267 

Provisions 94 88 83 

Debt 6,286 7,066 6,238 

Advances and down-payments received 

Trade payables 27 21 21 

Other payables 45 48 33 

LIABILITIES 6,452 7,223 6,375 

BANK OVERDRAFTS AND CURRENT ACCOUNTS 2,832 3,123 3,234 

Other liabilities 30 40 42 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 13,880 16,270 14,918 


INCOME STATEMENT – 

YEAR ENDED 31 DECEMBER 2011 

(€ million) 2011 2010 2009 

SALES 69 66 69 

Other operating revenues 2 1 2 

Purchases and changes in inventory 

Taxes other than income tax (3) (2) (3) 

Personnel costs (45) (44) (44) 

Other operating expenses (48) (45) (49) 

Depreciation, amortisation, impairment 

and provisions, net (5) (4) (2) 

OPERATING PROFIT/(LOSS) (30) (28) (27) 

Financial income and expenses 706 659 889 

PROFIT BEFORE TAX AND EXCEPTIONAL ITEMS 676 631 862 

Exceptional items (2) 69 20 

Income taxes and profit-sharing 134 194 135 

NET PROFIT 808 894 1,017 


(€ million) 2011 2010 2009 

A - OPERATING ACTIVITIES 

Cash flow from operations before changes in working capital 816 851 981 

Net profit for the period 808 894 1,017 

Amortisation, depreciation and impairment of non-current assets, net 12 20 7 

Charges to/(reversals of) provisions, net 6 6 (17) 

Deferred expenses/(income) (9) (2) (9) 

Losses/(gains) on disposals of non-current assets (1) (67) (17) 

Change in working capital 20 (81) 34 

Current assets 15 (96) 41 

Current liabilities 5 15 (7) 

NET CASH GENERATED BY/(USED IN) OPERATING ACTIVITIES 836 770 1,015 

B - INVESTING ACTIVITIES 

Increases in non-current assets 

Acquisitions of intangible assets and property, plant and equipment (2) (1) (1) 

Acquisitions of long-term investments (31) (377) (22) 

(33) (378) (23) 

Disposals of non-current assets 1 232 21 

Investments during the period, net (32) (146) (2) 

Other long-term investments, net 155 2 (6) 

Amounts receivable/payable in respect of non-current assets, net (1) (1) 

NET CASH GENERATED BY/(USED IN) INVESTING ACTIVITIES 122 (145) (8) 

C - FINANCING ACTIVITIES 

Change in shareholders' equity (1,557) 287 221 

Dividends paid (570) (566) (545) 

Change in debt (785) 771 (1,048) 

NET CASH GENERATED BY/(USED IN) FINANCING ACTIVITIES (2,912) 492 (1,372) 

CHANGE IN NET CASH POSITION (A + B + C) (1,954) 1,117 (365) 

Cash position at 1 January 1,416 299 664 

Other non-monetary flows 

Change during the period (1,954) 1,117 (365) 

CASH POSITION AT END OF PERIOD (538) 1,416 299 

BOUYGUES • 2011 Registration Document • FINANCIAL STATEMENTS • Parent company financial statements • 270

Notes to the parent company financial statements 

5 



Contents 

Page 

1. Significant events of the year 272 

13. Off balance sheet commitments given and received 276 

2. Accounting policies 272 

14. Sales 276 

3. Non-current assets 274 

15. Financial income and expenses 277 

4. Current assets by maturity 274 

16. Group tax election and income tax expense 277 

5. Cash 274 

17. Contingent tax position 277 

6. Other assets and liabilities 274 

18. Average number of employees during the year 278 

7. Changes in shareholders’ equity 274 

8. Composition of share capital 275 

9. Provisions 275 

10. Liabilities by maturity at the balance sheet date 275 

11. Details of amounts involving related companies 276 

19. Advances, loans and remuneration paid to directors 

and senior executives 278 

20. List of investments 278 

21. List of subsidiaries and affiliates 279 

Figures in millions of euros 

12. Financial instruments 276 


NOTE 1 • SIGNIFICANT 

EVENTS OF THE YEAR 

1.1 Holdings in subsidiaries 

and affiliates 

1.1.1 Financière des Bois Verts 

Bouygues subscribed €25.5 million to a capital 

increase on 18 November 2011, thereby acquiring 

2,053,455 shares; the percentage interest was 

unchanged at 100%. 

1.1.2 Financière de l’Orée du Bois 

Bouygues subscribed €2.5 million to a capital 

increase on 14 December 2011, thereby acquiring 

166,667 shares. 

On the same day, a reduction in the share capital 

was effected by cancellation of shares, which 

resulted in 74,002 shares held by Bouygues being 

cancelled; the percentage interest was unchanged 

at 99.99%. 

1.1.3 Serendipity Investment 

On 14 February 2011, this investee made a partial 

repayment of loans and advances amounting to 

€3.5 million. 

On 7 October 2011, Bouygues acquired 1,113,650 

shares from Artémis, thereby increasing its interest 

in Serendipity Investment from 50% to 100%. 

Bouygues also assumed the Artémis current 

account for €2.6 million. 

1.2 Treasury shares 

During the first half of 2011, Bouygues acquired 

5,153,093 of its own shares for €169 million; these 

shares were recognised in "Other long-term investment 

securities". 

At the Board meeting of 30 August 2011, these 

shares were cancelled, together with those 

acquired in 2010 for €154.7 million (total number 

of shares cancelled: 9,973,287, initially acquired 

for a total of €324 million). 

Following a share repurchase tender offer launched 

at the start of October 2011, Bouygues repurchased 

41,666,666 of its own shares, representing 

11.69% of the capital (based on the published 

share capital at 31 October 2011), for a total 

of €1,250 million. On 15 November 2011, the 

Bouygues Board of Directors decided to cancel 

these shares. 

Following these transactions, the share capital 

amounts to €314.9 million, consisting of 

314,869,079 shares with a €1 par value (see 

Note 8). 

At 31 December 2011, Bouygues held 108,000 of 

its own shares via a liquidity account opened on 

3 February 2011. 

1.3 2003 bond issue 

This €750-million bond issue was redeemed in full 

in February 2011. 

1.4 Subsequent events 

In anticipation of the forthcoming redemption of 

bond issues on maturity, Bouygues carried out a 

new bond issue on the following terms: 

> Amount: €800 million 

> Interest rate: 4.50% 

> Issue date: 9 February 2012 

> Maturity: 9 February 2022 

NOTE 2 • ACCOUNTING 

POLICIES 

The financial statements have been prepared in 

accordance with the current provisions of French 

law. 

2.1 Intangible assets 

Expenditure on intangible assets is recognised in 

accordance with the historical cost convention. 

As a general principle, software acquired from third 

parties is recognised as an intangible asset and 

amortised on a straight-line basis over a maximum 

of five years. 

2.2 Property, plant and 

equipment 

Property, plant and equipment is recognised 

at acquisition cost net of reclaimable taxes. 

Transaction costs that do not form part of the 

market value of the acquired asset are expensed 

as incurred. 

Depreciation is calculated on a straight-line basis, 

according to the nature and estimated useful life of 

each asset component. 

2.3 Long-term investments 

2.3.1 Holdings in subsidiaries and 

affiliates and other long-term 

investment securities 

Holdings in subsidiaries and affiliates and other 

long-term investment securities are recognised 

at cost, including directly attributable acquisition 

costs. 

Holdings in subsidiaries and affiliates and other 

long-term investment securities are also measured 

at value in use, determined using objective 

criteria (stock market price for quoted companies, 

shareholders’ equity, profitability), forecast data 

(economic outlook, earnings prospects), or any 

other information indicative of the actual value of 

the asset. 

If value in use is less than cost, a provision for 

impairment is recorded to cover the difference. 

2.3.2 Long-term receivables 

Long-term receivables are shown in the balance 

sheet at face value. If the realisable value (taking 

into account the probability of recovery) is less than 

the carrying amount, a provision for impairment is 

recorded to cover the difference. 

2.4 Receivables and 

payables expressed in 

foreign currencies 

Receivables and payables expressed in foreign 

currencies are translated at the exchange rate prevailing 

on the balance sheet date, or at the hedged 

rate if the item is covered by a currency hedge. 

Unrealised foreign exchange gains and losses are 

taken to suspense accounts in the balance sheet; 

unrealised losses are covered by a provision. 

2.5 Short-term investments 

The short-term investment portfolio is measured 

in accordance with French accounting standards. 

The realisable value of unlisted securities (equities, 

negotiable debt instruments, and money-market 

mutual funds) was determined by reference to 

the latest estimate as at 31 December 2011. 


5 



In the case of quoted securities, the average 

quoted stock market price over the last month of 

the financial year is used. 

2.6 Other assets 

Deferred charges mainly comprise the portion 

of bond issue costs not covered by the issue 

premium. In the case of convertible bonds, any 

un amortised issue costs relating to bonds converted 

into shares are offset against the share 

premium on the newly-issued shares. 

Bond redemption premium relates to bond issues 

priced at the following percentages of nominal 

value: 99.05% (October 2004 issue), 99.804% 

(July 2005 issue), 97.203% (February 2006 issue), 

99.657% (May 2006 issue), 99.812% (May 2006 

issue), 98.662% (October 2006 issue), 99.441% 

(July 2008 issue), and 99.651% (February 2010 

issue). 

2.7 Provisions 

These mainly comprise: 

> provisions for miscellaneous risks (including tax 

inspections) and provisions for additional risks 

relating to loss-making subsidiaries, established 

where the negative net assets of a subsidiary are 

not wholly covered by provisions for impairment 

of Bouygues SA’s investment in and loans and/ 

or advances to that subsidiary; 

> provisions for charges, including employee benefits 

(bonuses, lump-sum retirement benefits, 

long-service awards, etc.). 

2.8 Hedging instruments 

Bouygues SA uses hedging instruments to limit the 

impact on the income statement of fluctuations in 

exchange rates and interest rates. 

These instruments share the following characteristics: 

> they are limited to the following products: forward 

currency purchases and sales, currency 

swaps, cross currency swaps and purchases 

of currency options for currency risk hedging 

purposes, and interest rate swaps, future rate 

agreements, and purchases of caps and collars 

for interest rate risk hedging purposes; 

> they are used solely for hedging and prehedging 

purposes; 

> they are contracted solely with high-quality 

French and foreign banks; 

> they carry no liquidity risk in the event of a 

downturn. 

Gains and losses on financial instruments used for 

hedging purposes are recognised in the income 

statement symmetrically with gains and losses 

arising on the hedged item. 

2.9 Retirement benefit 

obligations 

Methods and assumptions used in calculating 

the obligation: 

> projected unit credit method based on final 

salary; 

> benefits as defined in agreements or established 

by custom within the company, taking into 

account applicable collective agreements for 

managerial, administrative, clerical, technical 

and supervisory grade staff; 

> obligation measured in accordance with 

opinions and recommendations issued by the 

ANC (the French national accounting standardsetter); 

> vested rights as of 31 December 2011; 

> employees classified in groups with similar 

characteristics in terms of grade, age and length 

of service; 

> average monthly salary for each employee 

group, uplifted by a percentage to reflect the 

applicable rate of employer’s social security 

charges; 

> salary increase rate and discount rate: rates 

revised annually to reflect actual trends; 

> average employee turnover rate calculated on 

the basis of average number of leavers over the 

last five years; 

> mortality by reference to 1993 mortality tables. 

2.10 Consolidation 

Bouygues SA is the ultimate parent company in 

the consolidation. 


NOTE 3 • NON-CURRENT ASSETS 

Balance at 

01/01/2011 

Increases 

Decreases 

Balance at 

31/12/2011 

Intangible assets 

Software 3 2 5 

Other 1 1 2 

Gross value 4 3 2 5 

Accumulated amortisation (2) (2) 

Carrying amount 2 3 2 3 


Land and buildings 

Other 

Gross value 

Accumulated depreciation 


Long-term investments 

Holdings in subsidiaries 

and affiliates 11,293 31 11,324 

Loans and advances to subsidiaries 

and affiliates a 10 63 64 9 

Other 170 1,419 1,573 16 

Gross value 11,473 1,513 1,637 11,349 

Impairment (19) (3) (2) (20) 

Carrying amount 11,454 1,510 1,635 11,329 

Total carrying amount 11,456 1,513 1,637 11,332 

(a) Of which amounts falling due after more than one year 

Gross 

Loans and advances to subsidiaries and affiliates 9 

NOTE 4 • CURRENT ASSETS BY MATURITY 

Gross value < 1 year > 1 year 

Advances and down-payments made 

Operating receivables 32 25 7 

Other receivables 148 146 2 

Total 180 171 9 

NOTE 5 • CASH 

2011 2010 

Term deposits with maturities 

of less than 3 months 

330 1,054 

Other items 2 

Total 330 1,056 

NOTE 6 • OTHER ASSETS AND LIABILITIES 

Balance at 

01/01/2011 

Increases 

Decreases 

Balance at 

31/12/2011 

Amount due 

in < 1 year 

Other assets 

Bond issue costs 9 2 7 2 

Bond redemption premium 22 3 19 3 

Bond repurchase premium 50 6 44 6 

Other 6 6 6 6 6 

Total 87 6 17 76 17 

Other liabilities 

Deferred income 

(net cash settlement received on 

interest rate swap) 39 9 30 9 

Other 

Total 39 9 30 9 

NOTE 7 • CHANGES IN SHAREHOLDERS' EQUITY 

Shareholders' equity at 31 December 2010 (before appropriation of profits) 5,884 

Dividends paid (570) 

Shareholders' equity after appropriation of profits 5,314 

Changes in share capital (51) 

Changes in share premium and reserves (1,506) 

Net profit for the period 808 

Restricted provisions 1 

Shareholders' equity at 31 December 2011 4,566 


5 



NOTE 8 • COMPOSITION OF SHARE CAPITAL 

Number of 

voting rights 

Number of 

shares 

Start of period 482,996,796 365,862,523 

Movement during the period (43,002,624) (50,993,444) a 

End of period 439,994,172 314,869,079 

Par value €1 

Maximum number of potentially dilutive shares: None 

(a) Movements in number of shares during the period: 

Increases: 646,509 by exercise of stock options 

Decreases: 51,639,953 by cancellation of 9,973,287 treasury shares pursuant to the Board decision of 30 August 2011 

by cancellation of 41,666,666 treasury shares pursuant to the Board decision of 15 November 2011 

NOTE 9 • PROVISIONS 

Balance at 

01/01/2011 

Charge 

for the year 

Reversals during the year 

Used Unused 

Balance at 

31/12/11 

Provisions for subsidiaries 1 1 

Provisions for income 

taxes (tax risks) 27 3 1 29 

Other provisions 40 3 43 

Provisions for risks 68 6 2 72 

NOTE 10 • LIABILITIES BY MATURITY AT THE BALANCE 

SHEET DATE 

Liabilities 

Gross 

value 

< 1 year 

1 to 5 

years 

> 5 years 

Debt 

Bond issues (including accrued interest) 

October 2004 bond issue a 764 6 758 

July 2005 bond issue b 764 14 750 

February 2006 bond issue c 255 5 250 

May 2006 bond issue d 617 17 600 

May 2006 bond issue e 729 19 710 

October 2006 bond issue f 602 7 595 

July 2008 bond issue g 1,031 31 1,000 

February 2010 bond issue h 518 18 500 

October 2010 bond issue i 1,006 6 1,000 

Bank borrowings 

Total debt 6,286 123 3,068 3,095 

Trade payables 27 27 

Other payables 45 45 

Overdrafts and short-term 

bank borrowings 2,832 2,832 

Deferred income 30 9 17 4 

Total 9,220 3,036 3,085 3,099 

Original amounts, excluding accrued interest: 

Provisions for charges 20 9 7 22 

Total 

88 15 7 2 94 

Operating items 9 7 

Financial items 3 

1 

Exceptional items 

(including taxes) 3 

15 

1 

9 

9 

(a) October 2004 bond issue: 

Amount: €758.09 million, after exchange and early repayment of 

€241.91 million on 29 October 2010 - rate: 4.375% 

Redemption terms: redeemable in full at par on 29 October 2014 

(b) July 2005 bond issue: 

Amount: €750 million - rate: 4.25% 

Redemption terms: redeemable in full at par on 22 July 2020 

(c) Supplementary issue to July 2005 bond issue: 



(d) May 2006 bond issue: 


Redemption terms: redeemable in full at par on 24 May 2016 

(e) May 2006 bond issue: 

Amount: €709.35 million, after exchange and early repayment of 

€440.65 million on 29 October 2010 - rate: 4.5% 

Redemption terms: redeemable in full at par on 24 May 2013 

(f) October 2006 bond issue: 

Amount: £400 million (€595.33 million) - rate: 5.5% 


(g) July 2008 bond issue: 

Amount: €1 billion - rate: 6.125% 


(h) February 2010 bond issue: 

Amount: €500 million - rate: 4% 

Redemption terms: redeemable in full at par on 12 February 2018 

(i) October 2010 bond issue: 

Amount: €1 billion - rate: 3.641% 



NOTE 11 • DETAILS OF AMOUNTS INVOLVING RELATED 

COMPANIES 

Amount 

Amount 

Assets 

Liabilities 

Long-term investments 11,333 Debt 

Operating receivables 22 Trade payables 8 

Other receivables 59 Other payables 28 

Cash and current accounts 

Bank overdrafts 

and current accounts 2,832 

Total 11,414 Total 2,868 

Expenses 

Income 

Operating expenses 13 Operating income 69 

Financial expenses 30 Financial income 982 

Income tax expense Income tax credits 197 

Total 43 Total 1,248 

NOTE 12 • FINANCIAL INSTRUMENTS 

12.1 Interest rate hedges 

Amount outstanding at 31/12/2011 by maturity 2012 2013 to 2016 After 2016 Total 


On financial assets 350 350 

On financial liabilities 500 500 

12.3 Options 

Call options: 

As of 31 December 2011, Bouygues held the following call options: 

> 3,097,350 call options on Bouygues shares 

> 269,418 call options in connection with the "Bouygues Partage" employee share ownership plan 

> 165,063 call options in connection with the "Bouygues Confiance 4" employee share ownership plan 

> 87,657 call options in connection with the "Bouygues Partage 2" 5-year employee share ownership plan 

> 659,496 call options in connection with the "Bouygues Partage 2" 10-year employee share ownership plan 

Impairment losses or provisions have been recognised for call options where the estimated realisable value is less 

than the carrying amount. 

NOTE 13 • OFF BALANCE SHEET COMMITMENTS 

GIVEN AND RECEIVED 

Amount of guarantee 

Commitments given (contingent liabilities) 

Retirement benefit obligations 2 

Other commitments given a 500 

Total 502 

Commitments received (contingent assets) 

Other commitments received a 500 

Total 500 

(a) Interest rate swaps 

of which related companies 

12.2 Currency hedges 

Amount outstanding at 31/12/2011 by currency CHF GBP USD Other Total 

Forward currency contracts 

Forward purchases 

Forward sales 

Currency swaps 19 19 

NOTE 14 • SALES 

Sales recorded by Bouygues SA mainly comprise costs of shared support functions recharged to subsidiaries. 

As of 31 December 2011, the market value of the hedging instruments portfolio was -€9.81 million and -$0.27 million. 


5 



NOTE 15 • FINANCIAL INCOME AND EXPENSES 

NOTE 17 • CONTINGENT TAX POSITION 

2011 2010 

Dividend income and shares of partnership profits 980 974 

Interest income 44 39 

Interest expense (316) (331) 

Other financial income/(expenses), net: proceeds 

from disposals, impairment losses and provisions (2) (23) 

Total 706 659 

NOTE 16 • GROUP TAX ELECTION AND INCOME TAX 

EXPENSE 

Bouygues made a group tax election in 1997 under article 223 A-U of the French General Tax Code; this election still 

applies. 

In addition to Bouygues SA, the group tax election included 74 subsidiaries in 2011. 

Each company in the tax group recognises its own income tax expense as though the group election is not in place; 

the parent company recognises any tax savings. 

At the end of the period, Bouygues SA recognised a net income tax credit, comprising: 

Short-term Long-term Total 

Movements 

1 January 2011 


in the year 

Assets Liabilities Assets Liabilities Assets Liabilities 

Non-deductible expenses 

Provisions for income taxes 28 3 1 30 

Other non-deductible expenses 55 9 7 57 

Total 83 12 8 87 

Expenses deductible for tax purposes/ 

income liable to tax but not recognised for 

accounting purposes 

Unrealised foreign exchange losses 5 5 5 5 

Unrealised foreign exchange gains 

Unrealised foreign exchange gains/ 

losses, net 

5 5 5 5 

Deferred income 39 9 30 

Capitalisation bonds 13 6 7 

Call options 

Bond repurchase premium 50 6 44 

Other income and expenses 52 50 6 15 37 44 

Total 52 55 11 20 37 49 

Net income tax expense on: 

Profit before tax and exceptional items 

Exceptional items (55) (14) (69) 

(55) (14) (69) 

Tax credits from group tax election 

Income tax received from profit-making subsidiaries 

in the tax group 190 14 204 

Total 135 135 


NOTE 18 • AVERAGE NUMBER OF EMPLOYEES 

DURING THE YEAR 

2011 2010 

Managerial staff 144 141 

Administrative, clerical, technical and supervisory staff 40 41 

Total 184 182 

NOTE 19 • ADVANCES, LOANS AND REMUNERATION 

PAID TO DIRECTORS AND SENIOR EXECUTIVES 

Remuneration of directors and senior executives: 

> The total amount of direct and indirect remuneration of all kinds received from French and foreign companies by 

senior executives (Chairman and Chief Executive Officer, and Deputy Chief Executive Officer) was as follows: 

€1.5 million of basic remuneration, €2.1 million of variable remuneration paid in March 2012 based on 2011 performance, 

and €0.15 million of directors' fees. 

> Directors’ fees paid to members of the Board of Directors (including non-voting directors): €0.50 million 

NOTE 20 • LIST OF INVESTMENTS 

Number of 

shares 

% 

Estimated 

realisable value 

Alstom 90,543,867 30.745 3,697 (a) 

Bouygues Construction 1,705,132 99.936 763 (c) 

Bouygues Immobilier 90,924 99.993 547 (c) 

Bouygues Telecom 36,086,799 89.184 4,600 (a) 

Colas 31,526,344 96.545 2,408 (c) 

TF1 91,946,297 43.570 732 (a) 

Other holdings 259 

Total holdings in subsidiaries and affiliates 13,006 

Negotiable debt instruments 

and money-market mutual funds 1,854 (a) 

Capitalisation bonds 

104 (b) 

Other investments 

13 (b) 

Total short-term investments 1,971 

Total investments 14,977 

The estimated realisable value shown is: 

(a) Carrying amount in the balance sheet (net book value) 

(b) Stock market value (closing price for equities) 

(c) Share of consolidated net assets 


5 Parent 


company financial statements 

NOTE 21 • LIST OF SUBSIDIARIES AND AFFILIATES 

Share 

capital a 

Other shareholders' 

equity (a)(b) % 

Carrying amount c 

Gross 

Net 

Loans & 

advances 

Guarantees c Sales c Net profit/ 

(loss) c 

Dividends 

received c 

Comments 

A - Detailed information 

1. Subsidiaries (interest > 50%) 

France 

Bouygues Construction 128 636 99.94 59 59 9,802 226 201 (d) 

Bouygues Immobilier 139 408 99.99 315 315 2,465 120 105 (d) 

Bouygues Telecom 617 1,754 89.18 4,600 4,600 5,741 370 361 (d) 

Colas 49 2,445 96.55 1,710 1,710 12,412 336 198 (d) 

Total 6,684 6,684 30,420 1,052 865 

Other countries 

Uniservice 51 18 99.99 32 32 3 5 

Total 32 32 3 5 

2. Affiliates (interest > 10%, ≤ 50%) 

France 

Alstom 2,061 2,091 30.75 3,697 3,697 20,923 490 56 (e) 

TF1 42 1,533 43.57 732 732 2,620 183 51 (d) 

Total 4,429 4,429 23,543 673 107 


Total 

B - Aggregate information 

3. Other subsidiaries 

France 159 155 25 (2) 

Other countries 4 24 

4. Other affiliates 

France 16 7 9 38 27 4 


Overall total 11,324 11,307 9 54,050 1,753 981 

(a) In the local functional currency (b) Including net profit/loss for the year (c) In euros (d) Parent company of a business segment: consolidated reserves, sales and net profit/loss (excluding minority interests) for the segment, for the year ended 31 December 2011 (e) Year ended 31 March 


Combined Annual General 

Meeting of 26 April 2012 

BOUYGUES • 2011 Registration Document • COMBINED ANNUAL GENERAL MEETING OF 26 APRIL 2012 • 280

6 



Contents 

Agenda 282 

Ordinary General Meeting 282 

Extraordinary General Meeting 282 

Board of Directors' reports 283 

Report and statement of the reasons for the resolutions 283 

Management report 286 

Chairman's report 286 

Special report on stock options 286 

Auditors' reports 287 

Auditors' report on the parent company 

financial statements 287 

Auditors' report on the consolidated financial statements 288 

Auditors' report on the Chairman's report 289 

Auditors' special report on regulated agreements 

and commitments 290 

Auditors' reports on the Extraordinary General Meeting 295 

Draft resolutions 296 

Ordinary General Meeting 296 

Extraordinary General Meeting 297 

Together. In addition to the projects they are tasked with, the Group's people mobilise for the benefit of 

others and for the environment. Community initiatives give them an opportunity to surpass themselves. 

82% of Bouygues Immobilier's employees took part in the 2011 Solid’R national corporate community action day. 


Agenda 

1. ORDINARY GENERAL 

MEETING 

> Board of Directors’ reports; 

> Report of the Chairman of the Board of Directors; 

> Auditors’ reports; 

> Approval of the parent company financial 

statements and transactions for the year ended 


> Approval of the consolidated financial statements 

and transactions for the year ended 


> Appropriation of earnings, setting of dividend; 

> Approval of regulated agreements and commitments; 

> Renewal of the term of office of Martin Bouygues 

as a director; 

2. EXTRAORDINARY 

GENERAL MEETING 

> Board of Directors’ reports and auditors’ reports; 

> Authorisation to the Board of Directors to reduce 

share capital by cancelling shares held by the 

company; 

> Delegation of powers to the Board of Directors 

to issue equity warrants during the period of a 

public offer for the company’s shares; 

> Authorisation to the Board of Directors to 

increase the share capital during the period of 

a public offer for the company’s shares 

> Amendment of Article 19.4 of the by-laws to 

permit electronic voting at general meetings; 

> Powers to carry out formalities. 

> Renewal of the term of office of Mrs Francis 

Bouygues as a director; 

> Renewal of the term of office of François Bertière 

as a director; 

> Renewal of the term of office of Georges 

Chodron de Courcel as a director; 

> Appointment of Anne-Marie Idrac as a director; 

> Authorisation to the Board of Directors with a 

view to permitting the company to deal in its 

own shares. 

BOUYGUES • 2011 Registration Document • COMBINED ANNUAL GENERAL MEETING OF 26 APRIL 2012 • Agenda • 282

Board of Director's reports 

6 




BOARD OF DIRECTOR’S 

REPORT AND 

STATEMENT OF THE 

REASONS FOR THE 

RESOLUTIONS TO BE 

PRESENTED TO THE 

COMBINED ANNUAL 


This report is the part of the Board of Directors’ 

management report concerning the resolutions 

to be presented to the Combined Annual General 

Meeting of 26 April 2012. 

Ordinary General Meeting 

Approval of the parent company 

and consolidated financial 

statements for the year ended 


The purpose of the first resolution is to approve 

the parent company financial statements and transactions 

for the year ended 31 December 2011; the 

purpose of the second resolution is to approve the 

consolidated financial statements and transactions 

for the year ended 31 December 2011. 

Appropriation of earnings and 

setting of dividend (€1.60 per share) 

The purpose of the third resolution is to appropriate 

the earnings for the year ended 31 December 

2011 and set the dividend. 

Distributable earnings for the 2011 financial year 

amounted to €2,597,687,828.42, comprising net 

profit of €808,081,882.48 and retained earnings 

of €1,789,605,945.94. 

We propose to allocate distributable earnings as 

follows: 

> €503,790,526.40 to dividends, 

> €2,093,897,302.02 to retained earnings. 

The dividend, which is the same as in 2010, 

amounts to a payout of €1.60 for each of the 

314,869,079 shares existing at 31 December 2011. 

In accordance with the law, shares held by the 

company when the dividends are paid out are not 

eligible for dividends. 

The dividend will be paid in cash and will be 

payable as from 4 May 2012. The ex-rights date 

on the Euronext Paris market (i.e. the first trading 

day when the shares trade ex-dividends) will be 

30 April 2012. The record date (i.e. the cut-off date 

for the positions which, after settlement, will qualify 

for payment) will be the evening of 3 May 2012. 

This dividend entitles natural persons resident in 

France for income tax purposes to 40% tax relief as 

provided for by Article 158.3-2 of the General Tax 

Code. However, unless otherwise provided, such 

persons may opt for the 21% flat-rate withholding 

(excluding social charges) in full discharge of 

personal income tax. 

Approval of regulated agreements 

and commitments 

The purpose of the fourth resolution is to approve 

agreements and commitments entered into by 

Bouygues in 2011 and governed by Articles 

L. 225-38 et seq. of the Commercial Code. 

These agreements and commitments, which 

have been previously approved by the Board of 

Directors, and the amounts billed under these 

agreements, are detailed in the auditors’ special 

report on regulated agreements and commitments. 

They chiefly concern: 

> services provided by Bouygues to its main subsidiaries: 

in addition to its senior management 

role within the Group, Bouygues SA provides a 

range of general and expert services to Group 

businesses in areas such as finance, communications, 

sustainable development, corporate 

sponsorship, new technologies, insurance, 

legal affairs, human resources, etc. As part 

of this, Bouygues SA and its main subsidiaries 

sign annual agreements relating to these 

services, so that each business can request 

relevant services and expertise if need be. The 

subsidiaries are billed for the real costs of these 

shared services according to different scales 

depending on the nature of the service: the ratio 

of the subsidiary’s headcount to the Group’s 

headcount for human resources; the permanent 

capital ratio for financial services; and the ratio 

of the subsidiary’s sales to Group sales for all 

other services; 

> reciprocal provision of services between 

Bouygues and SCDM, a company owned by 

Martin and Olivier Bouygues. The amount billed 

by SCDM to Bouygues under this agreement 

(€5.4 million) consists mainly of the salaries 

of Martin and Olivier Bouygues (85.8% of the 

total). The remaining 14.2% is for the services 

provided by the small group that supports Martin 

and Olivier Bouygues in their deliberations and 

activities on behalf of the Group, mainly by 

conducting research and analysis into strategic 

developments and the growth of the Bouygues 

group; 

> the terms and conditions for use by Group 

companies of aircraft owned by companies 

controlled by Bouygues or SCDM; 

> the supplementary pension plan for members 

of the Group management committee, which 

includes Bouygues executive directors and a 

number of salaried directors of Bouygues SA. 

The supplementary provision is equivalent to 

0.92% of the reference salary per year of service 

under the plan, and the supplementary benefits 

may not exceed eight times the annual maximum 

amount under the social security regime, 

i.e. approximately €291,000 in 2012. The plan 

has been outsourced to an insurance company; 

> brand licences granted by Bouygues to certain 

subsidiaries, with a view to allowing these 

subsidiaries, including Bouygues Construction, 

Bouygues Immobilier and Bouygues Telecom, to 

use the Bouygues brand and associated names. 

It should be noted that the agreements and commitments 

approved by general meetings in previous 

years do not have to be voted on again by this 

Annual General Meeting. 

Renewal of the term 

of office of directors 

The directorships of Mrs Francis Bouygues, Martin 

Bouygues, François Bertière and Georges Chodron 

de Courcel expire after this Annual General 

Meeting. In the fifth to eighth resolutions, we 

ask you to renew these terms of office for a period 

of three years, expiring after the Annual General 

Meeting called to approve the financial statements 

for the year ended 31 December 2014. 


Martin Bouygues was born on 3 May 1952. He 

is the Chairman and CEO of Bouygues. He was 

appointed a director of Bouygues on 21 January 

1982. 

Martin Bouygues joined the Bouygues group in 

1974 as a works supervisor. In 1978, he established 

Maison Bouygues, specialising in the sale 

of catalogue homes. In 1987, Martin Bouygues 

was appointed Vice-Chairman of Bouygues’ Board 

of Directors, on which he has served since 1982. 

On 5 September 1989, Martin Bouygues took over 

from Francis Bouygues as Chairman and CEO of 

Bouygues. At Martin Bouygues’ instigation, the 

Group pursued its development in construction 

as well as in media (TF1) and launched Bouygues 

Telecom in 1996. In 2006, Bouygues acquired 

a stake in Alstom and thus expanded into new 

high-growth business lines in transport and power. 

Mrs Francis Bouygues was born on 21 June 

1924. She was appointed a director of Bouygues 

on 19 October 1993. 

François Bertière was born on 17 September 

1950. He is the Chairman and CEO of Bouygues 

Immobilier. He was appointed a director of 

Bouygues on 27 April 2006. 

François Ber tière graduated from École 

Polytechnique and École Nationale des Ponts et 

Chaussées, and is a qualified architect (DPLG). 

He began his career in 1974 in the Infrastructure 

Ministry. In 1977, he was appointed technical 

advisor to the office of the French Education 

Ministry, then deputy director in charge of planning 

at the Regional Infrastructure Department 

of Upper Corsica in 1978. In 1981, he became 

director of urban development at the Public 

Development Agency (EPA) of Cergy-Pontoise. 

He joined the Bouygues group in 1985 as Deputy 

CEO of Française de Constructions. In 1988, he 

was appointed Chairman and CEO of France 

Construction, Vice-Chairman and CEO of Bouygues 

Immobilier in 1997, then Chairman and CEO of 

Bouygues Immobilier in 2001. François Bertière has 

been a director of Bouygues Immobilier since 1991. 

Georges Chodron de Courcel was born on 

20 May 1950. He is Deputy CEO of BNP Paribas. 

He was appointed a director of Bouygues on 

30 January 1996 and he is a member of the 

Accounts Committee. 

Georges Chodron de Courcel is a graduate of 

École Centrale de Paris and holds a degree in 

economics. He joined Banque Nationale de Paris 

(BNP) in 1972, where he became head of financial 

research in the finance department in 1978, then 

executive secretary of Banexi in 1982. He then 

became director of securities management and 

director of financial and industrial investment. 

In 1989, he was appointed Chairman of Banexi, 

then central director of BNP in 1990. In 1995, he 

became executive vice-president then COO of 

BNP from 1996 to 1999. After the merger with 

Paribas in August 1999, Georges Chodron de 

Courcel was head of the corporate and investment 

banking arm of BNP Paribas from 1999 to 2003. He 

has been Chief Operating Officer of BNP Paribas 

since June 2003. 

Appointment of a new director 

In the ninth resolution, we ask you to appoint 

Anne-Marie Idrac as director for three years. 

She will replace Pierre Barberis, whose term of 

office expires at the end of this Annual General 

Meeting. This appointment will expire after the 

Annual General Meeting in 2015 called to approve 

the financial statements for the year ended 


Anne-Marie Idrac was born on 27 July 1951. 

A graduate of École Nationale d’Administration, 

Anne-Marie Idrac served in a number of posts at 

the French Infrastructure Ministry and on ministerial 

staffs from 1974 to 1990. From 1990 to 1993 she 

was director general of the public body responsible 

for developing the city of Cergy-Pontoise. From 

1995 to 1997 she was director of land transportation. 

She served as Member of Parliament for a constituency 

in the Yvelines from 1997 to 2002. From 

2002 to 2006 she was Chair and Chief Executive 

of the Paris mass transit authority, RATP, and Chair 

and Chief Executive of SNCF French railways from 

2006 to 2008. From 2008 to 2010 she was junior 

minister for foreign trade. 

Anne-Marie Idrac is a director of Vallourec and 

Saint-Gobain. 

Authorisation to deal in the 

company’s shares 

The purpose of the tenth resolution is to give the 

Board of Directors the authorisations required to 

deal in Bouygues shares on the company’s behalf, 

in accordance with legal requirements. 

This authorisation will be granted for a period 

of eighteen months beginning on the day of the 

Annual General Meeting. It will replace and cancel 

with immediate effect the unused portion of the 

authorisation granted by the Combined Annual 

General Meeting of 21 April 2011 under the ninth 

resolution. 

In 2011, under authorisations granted by the 

Annual General Meeting, your company acquired 

5,153,093 shares with a view to cancelling them. 

A further 2,139,592 treasury shares were bought 

and 2,031,592 shares were sold through a service 

provider acting within the scope of a liquidity 

agreement that complies with a code of conduct 

approved by the Autorité des Marchés Financiers 

(AMF). Note that under the authorisation given by 

the Extraordinary General Meeting on 10 October 

2011 concerning the share tender repurchase offer, 

the Board of Directors acquired 41,666,666 shares 

with a view to cancelling them. 

The objectives of the new buyback programme are 

the same as those of the previous one. They are set 

out in the tenth resolution and in the description of 

the buyback programme. Buybacks, which may not 

exceed 5% of the share capital, can be used, inter 

alia, to cancel shares, pursuant to the authorisation 

granted in the eleventh resolution, notably to offset 

the dilutive impact on existing shareholders of the 

exercise of stock options granted to employees 

and corporate officers. In compliance with the 

market practice approved by the AMF, buybacks 

may also be used to ensure the liquidity of and 

organise trading in the company’s shares through 

an independent investment service provider. 

Shares acquired under buybacks may also be 

delivered as a medium of payment or exchange 

in an acquisition, merger, spin-off or contribution. 

The shares purchased may be sold under the conditions 

set by the AMF in its instruction published 

on 19 November 2009 regarding new rules on 

share buyback programmes. 

The maximum purchase price is €60. 

The transactions may be carried out at any time, 

including during the period of a public offer for 

the company’s shares, in accordance with applicable 

regulations. It is important that the company 

should be able, where necessary, and even during 

a public offer, to buy back its own shares in 

order to honour its obligations towards holders 

BOUYGUES • 2011 Registration Document • COMBINED ANNUAL GENERAL MEETING OF 26 APRIL 2012 • Board of Director's reports • 284

6 




of securities giving access to capital or to cover 

stock option plans. 

By law, share buyback authorisations must respect 

the following limits: 

> the company may not own, either directly or 

indirectly via a person or entity acting in its own 

name but on behalf of the company, more than 

10% of its own shares; 

> the buybacks must not reduce shareholders’ 

equity to a level below that of capital plus those 

reserves not available for distribution; 

> throughout the holding period, the company’s 

reserves (excluding the legal reserve) must be at 

least equal to the value of the securities owned. 

We remind you that treasury stock does not carry 

voting rights and that the corresponding dividends 

are allocated to retained earnings. 

Extraordinary General 

Meeting 

Option to reduce share capital by 

cancelling shares 

In the eleventh resolution, pursuant to Article 

L. 225-209 of the Commercial Code, we ask you to 

authorise the Board of Directors to reduce the share 

capital, on one or more occasions, up to a limit of 

10% of the share capital in any twenty-four month 

period, by cancelling some or all of the shares 

that the company holds or may hold as a result 

of using the various share buyback authorisations 

given by the Annual General Meeting to the Board 

of Directors, particularly under the tenth resolution 

submitted to this Annual General Meeting for 

approval. Cancelling shares makes it possible, if 

the Board of Directors deems it appropriate, to offset 

the dilution for shareholders resulting from the 

creation of new shares in connection, for example, 

with employee savings schemes and the exercise 

of stock options. 

This authorisation will be granted for a period 

of eighteen months beginning on the day of the 

Annual General Meeting. It will terminate with 

immediate effect the authorisation given under the 

tenth resolution of the Combined Annual General 

Meeting of 21 April 2011 and used by the Board of 

Directors at its meeting on 30 August 2011 to cancel 

9,973,287 shares purchased by the company. 

It should be remembered that, in connection 

with the authorisation given by the Extraordinary 

General Meeting of 10 October 2011 concerning 

the share tender repurchase offer, the Board of 

Directors cancelled on 15 November 2011 the 

41,666,666 shares repurchased through this offer. 

Protecting the company in the event 

of a public tender or exchange offer 

for the company’s shares 

The following two resolutions are designed to 

enable the Board of Directors to take defensive 

measures, as allowed by law, to frustrate a tender 

offer that it believes goes against the interests of 

the company and its shareholders. 

In the twelfth resolution, pursuant to Articles 

L. 233-32 II and L. 233-33 of the Commercial Code, 

we ask you to delegate to the Board of Directors 

the power to issue equity warrants to shareholders 

on preferential terms during the period of a public 

offer for the company’s shares, and to allot such 

warrants free of charge to all shareholders holding 

shares in the company prior to expiry of the offer 

period. These warrants will lapse automatically 

as soon as the offer or any other competing offer 

has failed, lapsed or been withdrawn. The number 

of warrants to be issued would be limited to the 

number of shares making up the capital at the 

warrant issue date. The nominal value of the capital 

increase that may result from exercise of the warrants 

would be capped at three hundred and fifty 

million euros (€350,000,000). 

The purpose of this delegation is to allow the Board 

of Directors to increase the value of the company 

if it considers the offer price to be too low, and 

thereby encourage the offeror to raise its offer price 

or abandon its offer. 

The Board of Directors considers that it should 

be able to issue such warrants under the terms 

and conditions provided for by law, when faced 

with a tender offer that it believes goes against 

the interests of the company and its shareholders. 

This power is subject to the reciprocity principle 

provided for in Article L. 233-33 of the Commercial 

Code, which allows your company to implement 

measures to frustrate the bid without being required 

to obtain authorisation from the Annual General 

Meeting during the offer period, if the offeror (or the 

entity controlling the offeror or an entity acting in 

concert with the controlling entity) is not itself subject 

to identical provisions or equivalent measures. 

This delegation will be granted for a period of 

eighteen months beginning on the day of the 

Annual General Meeting. It will replace and immediately 

cancel the previous delegation given by 


2011 under the twenty-third resolution, which was 

not used. 

In the thirteenth resolution, we ask you to 

authorise the Board of Directors to utilise, during 

the period of a public offer for the company’s 

shares, the various delegations of power and 

authorisations granted by the Combined Annual 

General Meetings of 29 April 2010 and 21 April 

2011 to increase the share capital, provided that 

such utilisation is permitted during the period of a 

public offer by applicable laws and regulations. As 

in the twelfth resolution, this entails the application 

of the reciprocity principle provided for in Article 

L. 233-33 of the Commercial Code. 

This delegation will be granted for a period of eighteen 

months beginning on the day of the Annual 

General Meeting. It will replace and cancel with 

immediate effect the previous delegation given by 


2011 under the twenty-fourth resolution, which 

was not used. 

Amendments to by-laws 

The purpose of the fourteenth resolution is to 

amend the company’s by-laws in order to allow 

the Board of Directors, if it deems appropriate, to 

allow shareholders to vote by electronic means at 

future general meetings. 

The purpose of the fifteenth resolution is to 

carry out all legal or administrative formalities and 

to make all filings and publications under and in 

accordance with applicable law. 

* * 

* 

The statutory information concerning employee 

affairs is contained in the management report. 

We kindly ask you to vote on the resolutions submitted 

for your approval. 

The Board of Directors 



MANAGEMENT REPORT 

This report is on pages 8-167, 190-212 and 283- 

286 of this Registration Document. 

REPORT OF THE 

CHAIRMAN OF THE 


This report is on pages 168-189 of the Legal and 

Financial Information section of this Registration 



SPECIAL REPORT ON 

STOCK OPTIONS 

This report is on pages 194-198 of the Legal and 

Financial Information section of this Registration 


BOUYGUES • 2011 Registration Document • COMBINED ANNUAL GENERAL MEETING OF 26 APRIL 2012 • Board of Director's reports • 286

Auditors' reports 

AUDITORS’ REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS 

6 



Auditors’ reports 

To the shareholders, 

In accordance with the terms of our appointment at 

the Annual General Meeting, we present below our 

report for the year ended 31 December 2011 on: 

> the audit of the accompanying financial statements 

of Bouygues; 

> the basis of our opinion; 

> the specific procedures and information required 

by law. 

These financial statements are the responsibility 

of the Board of Directors. Our responsibility is to 

express an opinion on these financial statements 

based on our audit. 

I – Opinion on the financial 

statements 

We have performed our audit in accordance with 

the professional practices applicable in France. 

Those standards require that we plan and perform 

our audit to obtain reasonable assurance that the 

financial statements are free of material misstatement. 

An audit includes examining, on a test basis, 

evidence supporting the amounts and disclosures 

in the financial statements. An audit also includes 

assessing the accounting principles used and 

significant estimates made in the preparation of 

the financial statements, as well as evaluating 

the overall financial statement presentation. We 

believe that our audit provides a reasonable basis 

for our opinion. 

In our opinion, the financial statements give a true 

and fair view of the company’s assets, liabilities and 

financial position at 31 December 2011, and of the 

results of its operations for the year then ended, 

in accordance with French Generally Accepted 

Accounting Principles (GAAP). 

II – Basis of our opinion 

Pursuant to the provisions of Article L. 823-9 of the 

Commercial Code requiring auditors to explain the 

basis of their opinion, we draw your attention to the 

following matters: 

Holdings in subsidiaries and affiliates recognised 

as assets on the company’s balance sheet are valued 

in accordance with the methods described in 

Note 2.3.1 to the financial statements. We reviewed 

the data used to estimate the carrying amounts of 

these investments and checked the calculations of 

impairment provisions where appropriate. We have 

no matters to report regarding the methods used, 

the reasonableness of the estimates made or the 

relevance of the information disclosed in the notes 

to the financial statements. 

These assessments are an integral part of our audit 

of the financial statements taken as a whole, and 

therefore contributed to the opinion expressed in 

the first part of this report. 

III – Specific procedures 

and information 

We also carried out the specific procedures 

required by law, in accordance with the auditing 

standards applicable in France. 

We have no matters to report regarding the fairness 

of the information given in the management 

report prepared by the Board of Directors and the 

documents sent to shareholders on the company’s 

financial position and financial statements, or its 

consistency with those financial statements. 

We also verified that the disclosures provided 

in accordance with Article L. 225-102-1 of the 

Commercial Code on compensation and benefits 

accruing to corporate officers and on commitments 

granted to them were consistent with the financial 

statements or with the data used in preparing 

the financial statements and, where appropriate, 

with the information collected by Bouygues from 

companies controlling it or controlled by it. Based 

on our work, we certify that this information is 

accurate and fair. 

As required by law, we verified that the identity of 

shareholders (or holders of voting rights) is disclosed 

in the management report. 

Ernst & Young Audit 

Jean Bouquot 

Paris-La Défense, 28 February 2012 

The auditors 

Mazars 

Gilles Rainaut 


AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 


In accordance with the terms of our appointment at 

the Annual General Meeting, we present below our 

report for the year ended 31 December 2011 on: 

> the audit of the accompanying consolidated 

financial statements of the Bouygues group; 

> the basis of our opinion; 

> the specific procedures and information required 

by law. 

These consolidated financial statements are the 

responsibility of the Board of Directors. Our responsibility 

is to express an opinion on these financial 

statements based on our audit. 

I – Opinion on the 

consolidated financial 

statements 

We conducted our audit in accordance with the 

professional standards applicable in France. 

Those standards require that we plan and perform 

our audit to obtain reasonable assurance 

that the consolidated financial statements are 

free of material misstatement. An audit includes 

examining, on a test basis, evidence supporting 

the amounts and disclosures in the consolidated 

financial statements. An audit also includes assessing 

the accounting principles used and significant 

estimates made in the preparation of the financial 

statements, as well as evaluating the overall financial 

statement presentation. We believe that our 

audit provides a reasonable basis for our opinion. 

In our opinion, the consolidated financial statements 

give a true and fair view of the assets, liabilities 

and financial position of the consolidated group 

at 31 December 2011, and of the results of its 

operations for the year then ended, in accordance 

with International Financial Reporting Standards 

(IFRS) adopted for use in the European Union. 

II – Basis of our opinion 

Pursuant to the provisions of Article L. 823-9 of the 

Commercial Code requiring auditors to explain the 

basis of their opinion, we draw your attention to the 

following matters: 

> The company performs annual impairment tests 

on goodwill and other assets with an indefinite 

useful life, and also assesses whether there 

is any evidence that non-current assets may 

be impaired, in accordance with the methods 

described in Note 2.7.4 to the consolidated 

financial statements. We reviewed the methods 

used to carry out the tests and the underlying 

assumptions. 

> Current and non-current provisions carried on 

the balance sheet were measured as described 

in Notes 2.12.2 and 2.11.2 to the consolidated 

financial statements. In light of available information, 

our assessment of these provisions was 

based primarily on an analysis of the processes 

implemented by management to identify and 

evaluate risks. 

These assessments are an integral part of our audit 

of the consolidated financial statements taken as 

a whole, and therefore contributed to the opinion 

expressed in the first part of this report. 

III – Specific procedures 

We also reviewed the information given in the 

Group’s management report in accordance with 

auditing standards applicable in France. 

We have no matters to report on its fairness or consistency 

with the consolidated financial statements. 


Jean Bouquot 


The auditors 

Mazars 


BOUYGUES • 2011 Registration Document • COMBINED ANNUAL GENERAL MEETING OF 26 APRIL 2012 • Auditors’ reports • 288

6 




AUDITORS’ REPORT, PREPARED IN ACCORDANCE WITH ARTICLE L. 225-235 OF THE COMMERCIAL CODE, 

ON THE REPORT OF THE CHAIRMAN OF BOUYGUES 


In our capacity as auditors of Bouygues and 

in accordance with the requirements of Article 

L. 225-235 of the Commercial Code, we present 

below our report on the report compiled by the 

Chairman of the Board of Directors of Bouygues 

in accordance with Article L. 225-37 of the 

Commercial Code for the year ended 31 December 

2011. 

The Chairman is responsible for compiling and 

submitting a report to the Board of Directors for 

approval regarding the internal control and risk 

management procedures put in place within the 

company, and for providing the other information 

required by Article L. 225-37 of the Commercial 

Code, particularly in the area of corporate governance. 

Our responsibility is to: 

> report our comments on the information contained 

in the Chairman’s report regarding risk 

management and internal control procedures 

relating to the preparation and treatment of 

accounting and financial information; and 

> certify that the Chairman’s report contains the 

other information required by Article L. 225-37 

of the Commercial Code, it being specified that 

that we are not responsible for verifying the fairness 

of that information. 

We conducted our work in accordance with the 

professional practices applicable in France. 

Information regarding risk 

management and internal 

control procedures relating 

to the preparation and 

treatment of accounting 

and financial information 

Professional practices require that we perform 

procedures to assess the fairness of the information 

provided in the Chairman’s report on risk management 

and internal control procedures relating to 

the preparation and treatment of accounting and 

financial information. 

These procedures include: 

> obtaining an understanding of the risk management 

and internal control procedures relating 

to the preparation and treatment of accounting 

and financial information described in the 

Chairman’s report, and of other existing documentation; 

> obtaining an understanding of the work underlying 

the information contained in the Chairman’s 

report, and of other existing documentation; 

> determining whether the Chairman’s report 

contains the appropriate disclosures regarding 

any material weaknesses we might have identified 

in internal control procedures relating to the 

preparation and treatment of accounting and 


Based on our work, we have no matters to report 

on the information contained in the Chairman’s 

report prepared in accordance with Article 

L. 225-37 of the Commercial Code on risk management 

and internal control procedures relating to 

the preparation and treatment of accounting and 


Other information 

We certify that the Chairman's report contains all of 

the other information required by Article L. 225-37 

of the Commercial Code. 


Jean Bouquot 


The auditors 

Mazars 



AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS 


In our capacity as auditors of your company, we 

present below our report on regulated agreements 

and commitments. 

We are required to report to shareholders, based 

on the information provided, about the main terms 

and conditions of the agreements and commitments 

that have been disclosed to us or which 

were brought to light as a result of our assignment, 

without commenting on their relevance 

or substance and without determining whether 

other such agreements or commitments exist. It 

is the responsibility of shareholders, under Article 

R. 225-31 of the Commercial Code, to determine 

whether these agreements and commitments are 

appropriate and should be approved. 

We are also required to report to you the information 

set out in Article R. 225-31 of the Commercial Code 

regarding operations carried out during the year 

under agreements and commitments approved by 

Annual General Meetings in previous years. 

We performed the procedures we considered 

necessary in accordance with the professional 

standards issued by the French statutory auditors’ 

board, the CNCC. Those procedures involved 

ensuring that the information disclosed to us was 

consistent with the source documents from which 

it was taken. 

Agreements and 

commitments submitted to 

the Annual General Meeting 

for approval 

Agreements and commitments 

authorised during the year 

Pursuant to Article L. 225-40 of the Commercial 

Code, we were informed of the following agreements 

and commitments that were authorised by 

your Board of Directors 

a. Purchase by Bouygues of Artémis’s 

interest in Serendipity Investment 

At its meeting on 30 August 2011, your Board of 

Directors authorised the purchase by Bouygues 

of the interest held by Artémis in Serendipity 

Investment, under the following terms and conditions: 

> Artémis purchased the 25.6% interest held by 

Serendipity Investment in the agrifood company 

Michel & Augustin, in return for a €4.2 million 

payment by Artémis; Artémis effected this payment 

by offsetting it against its current account 

claim on Serendipity Investment, which stood at 

€6.2 million on 30 June 2011, thereby reducing 

the claim to €2 million post-transaction; 

> Bouygues purchased the 50% interest held 

by Artémis in Serendipity Investment as well 

as its current account claim, in return for a 

€2.1 million payment by Bouygues; at the 

same time Bouygues acquired the balance of 

Artémis’s current account claim on Serendipity 

Investment, i.e. €2 million, for €2 million plus the 

interest due at the transaction date. 

The above transactions were examined by an 

independent expert, the Olivier Salustro firm, which 

concluded that the valuations used were fair. 

Directors concerned 

François-Henri Pinault and Patricia Barbizet. 

b. Service agreements between 

Bouygues and Actifly 

Further to the July 2011 sale by Challenger 

Luxembourg of the Hawker 900 XP aircraft and 

the purchase by Actifly (a sub-subsidiary owned 

85% by SCDM and 15% by Bouygues) of a 

Challenger 605, due to be delivered in September 

2011 at its meeting of 30 August 2011, your Board 

of Directors authorised the conclusion of agreements 

between Bouygues and Actifly, for a period 

expiring on 31 December 2011, in order to enable: 

> Actifly to make the Challenger 605 available to 

Bouygues for €7,000 excl. VAT per flight hour; 

> Bouygues to carry out first-level maintenance 

of the Challenger 605 for a flat monthly fee of 

€22,000 excl. VAT; 

> Bouygues to provide Actifly with administrative 

services for a flat monthly fee of €12,500 excl. 

VAT; 

> reciprocal availability to the two companies of 

a captain and co-pilot for €920 and €600 excl. 

VAT, respectively, per flight hour. 

Actifly invoiced Bouygues €334,320 excl. VAT 

for the period from September to December 

2011 in respect of the agreement to provide the 

Challenger 605 and pilot services. 

Bouygues invoiced Actifly the following amounts 

in respect of these agreements for the period 

between September and December 2011: 

> €50,000 excl. VAT for administrative services; 

> €88,000 excl. VAT for maintenance services; 

> €129,337 excl. VAT for piloting services. 


SCDM, Martin Bouygues and Olivier Bouygues. 

c. Reorganisation of aircraft ownership 

arrangements – Agreements between 

Airby and Bouygues to transfer 

machinery and equipment and make 

aircraft available 

Since Bouygues and SCDM both have similar 

long-haul aircraft, they wanted to introduce a 

more closely coordinated organisational arrangement 

based on owning and operating aircraft 

by two French companies, namely Airby (85%- 

controlled by Bouygues and 15% by SCDM) for the 

Global 5000, and Actifly (85%-controlled by SCDM 

and 15% by Bouygues) for the Challenger 605. 

The purpose of Bouygues’ and SCDM’s 15% 

cross-shareholdings is to allow each group to use 

the other’s aircraft, in accordance with prevailing 

air transport regulations, when its own plane is 

unavailable. 

In connection with the plan for Bouygues and 

Actifly to set up Transport Air, an economic interest 

grouping for pooling the human and technical 

resources needed to operate and maintain the 

aircraft at its meeting on 15 November, your Board 

of Directors, meeting on 15 November 2011, 

authorised the following reorganisation measures: 


6 




> sale by Bouygues to Actifly of 15% of the share 

capital of Airby for €375, based on Airby’s net 

worth on 31 October 2011; Bouygues still holds 

85% of the company’s share capital; 

> sale by Challenger Luxembourg SA to Airby of 

the Global 5000 for US$31.5 million, based on 

a quote from its maker, Bombardier Inc.; 

> sale by Financière des Bois Verts to Airby 

of 15% of the share capital of Actifly for 

€1,005,000, based on Actifly’s net worth after 

covering the losses for the financial year ended 

31 August 2011; 

> agreement between Airby and Actifly on the 

incorporating instruments for Transport Air; 

> agreement on reciprocal availability of aircraft 

between Airby and Actifly; 

> conclusion of aircraft availability agreements 

between Airby and the companies using the 

aircraft; 

> agreement between Bouygues and Transport Air 

to organise the transfer of operating resources to 

Transport Air in return for payment by the latter 

of an overall €21,677 to Bouygues; 

> agreement between Bouygues and Airby to 

organise the transfer of machinery and equipment 

for the Global 5000 to Airby in return 

for payment by Airby of an overall €19,095 to 

Bouygues. 

In this context, at its meeting on 15 November 2011, 

your Board of Directors authorised an aircraft availability 

agreement (including pilots and fees relating 

to flight services) between to Airby and Bouygues 

under the following terms and conditions: 

> Airby is to provide aircraft at an overall cost of 

€7,000 excl. VAT per flight hour, regardless of 

the plane used; 

> Airby is to operate the Global 5000 as the first 

option: it will not use the Challenger 605 unless 

the Global 5000 is unavailable and will not use 

a third aircraft unless both the Global 5000 and 

the Challenger 605 are unavailable; 

> the price per flight hour is to be revised annually 

to reflect market prices; 

> the agreement is concluded for an indefinite 

period. 

This agreement had no financial impact on the 

2011 financial statements. It will take effect in 2012. 


SCDM, Martin Bouygues and Olivier Bouygues. 

d. Amendment to the trademark licence 

agreement with Bouygues Construction 

At its meetings on 1 March and 15 November 

2011, your Board of Directors approved the fifth 

and sixth amendments to the 16 October 2000 

trademark licence agreement between Bouygues 

and Bouygues Construction, with a view to extending 

the term of the agreement until 30 November 

2011 and then to 31 December 2011. 


Olivier Bouygues and Yves Gabriel. 

e. Amendment to the trademark licence 

agreement with Bouygues Bâtiment 

International 

At its meetings on 1 March and 15 November 2011, 

your Board of Directors approved the seventh and 

eighth amendments to the 21 December 2000 


and Bouygues Bâtiment (now Bouygues Bâtiment 

International), with a view to extending the term of 

the agreement until 30 November 2011 and then 

to 31 December 2011. 

Director concerned 

Yves Gabriel. 

f. Amendment to the trademark licence 

agreement with Bouygues Travaux 

Publics 

At its meetings on 1 March and 15 November 2011, 

your Board of Directors authorised the fourth and 

fifth amendments to the 15 December 2000 trademark 

licence agreement between Bouygues and 

Bouygues Travaux Publics, with a view to extending 

the term of the agreement until 30 November 2011 

and then to 31 December 2011. 


Yves Gabriel. 

g. Amendment to the trademark licence 

agreement with Bouygues Bâtiment Ilede-France 

At its meeting on 15 November 2011, your Board 

of Directors approved an amendment to the 

7 November 2003 trademark licence agreement 

between Bouygues and Bouygues Bâtiment Ilede-France, 

with a view to early termination of the 

agreement as of 31 December 2011. 


Yves Gabriel. 

h. Shared service agreements 

At its meeting on 6 December 2011, your Board of 

Directors authorised, for a period of one year starting 

1 January 2012, the renewal of shared service 

agreements between Bouygues Construction, 

Bouygues Immobilier, Colas, TF1 and Bouygues 

Telecom, under which Bouygues provides principally 

management, HR, IT and financial services 

to its various sub-groups. 

As in previous years the principle behind these 

agreements is based on the rules for sharing 

and invoicing the expense of shared services, 

including special services and the defrayal of a 

remaining share. 

These agreements had no financial impact on the 

2011 financial statements. They will take effect 

in 2012. 


> Bouygues Construction, Olivier Bouygues and 

Yves Gabriel, 

> Bouygues Immobilier, François Bertière and 

Hervé Le Bouc, 

> Colas, François Bertière, Olivier Bouygues, 

Hervé Le Bouc and Colette Lewiner, 

> TF1, Patricia Barbizet, Martin Bouygues, Olivier 

Bouygues and Nonce Paolini, 

> Bouygues Telecom, Olivier Bouygues and 


i. Agreement between Bouygues and 

SCDM 

SCDM, a company owned by Martin Bouygues 

and Olivier Bouygues, contributes to initiatives in 

favour of the Bouygues group on an ongoing basis. 

At its meeting on 6 December 2011, your Board 

of Directors authorised the renewal of the agreement 

between Bouygues and SCDM concerning 

this contribution for a period of one year starting 


Under the terms of this agreement, SCDM invoices 

Bouygues up to €8 million a year for costs incurred 

in relation to: 

> salaries, mainly for Martin Bouygues and Olivier 

Bouygues who are paid exclusively by SCDM; 

> research and analysis relating to strategic developments 

and the expansion of the Bouygues 

group; 

> miscellaneous services. 


SCDM may also supply Bouygues with services 

other than those provided as part of its permanent 

duties. These special services are invoiced at arm’s 

length rates. 

Under this agreement, Bouygues may invoice 

SCDM at arm’s length for any special services 

provided. 




Martin Bouygues and Olivier Bouygues. 

j. Supplementary pension benefits 

granted to senior executives 


of Directors authorised the renewal of the supplementary 

pension plan for members of the 

Group Management Committee, which includes 

Bouygues corporate officers and the salaried 

directors of Bouygues SA, for a period of one 

year starting 1 January 2012. The supplementary 

provision is equivalent to 0.92% of the reference 

salary per year of service under the plan, and the 

supplementary benefits may not exceed eight 

times the annual maximum amount under the social 

security regime. This supplementary plan has been 

outsourced to an insurance company. 

Since this agreement concerns commitments 

granted to the company’s Chairman and Chief 


Officer, the Board was asked to approve its renewal 

in 2012. 




François Bertière, Martin Bouygues, Olivier 

Bouygues, Yves Gabriel, Hervé Le Bouc and 


k. Tax election agreements 


of Directors authorised the renewal for five years, 

i.e. from 1 January 2012 to 31 December 2016, 

renewable tacitly, of the group tax election agreements 

with Bouygues Construction, Bouygues 

Bâtiment Ile-de-France, Bouygues Bâtiment 

International, Bouygues Travaux Publics, ETDE, 

Bouygues Immobilier, Colas, Aximum, Colas 

Midi Méditerranée, Sacer Atlantique, Spac and 

Screg Est. 





Yves Gabriel, 

> Bouygues Bâtiment Ile-de-France, Yves 

Gabriel, 

> Bouygues Bâtiment International, Yves 

Gabriel, 

> Bouygues Travaux Publics, Yves Gabriel, 

> ETDE, Yves Gabriel, 

> Bouygues Immobilier, François Bertière and 


> Colas, François Bertière, Olivier Bouygues, 

Hervé Le Bouc and Colette Lewiner, 

> Colas Midi Méditerranée, Hervé Le Bouc, 

> Aximum, Hervé Le Bouc, 

> Sacer Atlantique, Hervé Le Bouc, 

> Spac, Hervé Le Bouc, 

> Screg Sud-Est, Hervé Le Bouc. 

l. New trademark licence agreement 


of Directors authorised the conclusion of a single 


and Bouygues Construction in respect of the 

following trademarks: “Bouygues Construction”, 

“Bouygues Bâtiment”, “Bouygues Travaux Publics”, 

“Bouygues TP” and Ellipse, under the following 

terms and conditions: 

> In France and a number of foreign countries, 

Bouygues Construction has the right to use the 

above trademarks for products and services 

limited to the field of construction. Bouygues 

Construction has to right to sub-licence these 

trademarks to its subsidiaries, which themselves 

are entitled to sub-licence them to their 

own subsidiaries. Bouygues Construction and 

its subsidiaries also have the temporary right 

to use the company names and trade names 

“Bouygues Construction”, “Bouygues Bâtiment”, 

“Bouygues Travaux Publics” and “Bouygues 

TP”, as well as the right to use other company 

names having a “geographical” resonance or 

ending. Furthermore, Bouygues Construction 

and its subsidiaries have the right to register 

domain names that use some or all of the terms 

“Bouygues Construction”, “Bouygues Bâtiment”, 

“Bouygues Travaux Publics” and “Bouygues 

TP”; 

> As consideration for granting these rights, 

Bouygues Construction will pay Bouygues 

royalties of €500,000 per annum excl. VAT; this 

amount was set on the basis of an assessment 

carried out by Paper Audit & Conseil. 

This agreement came into force on 1 January 2012 

for 15 years, i.e. until 31 December 2026. 

The agreement had no financial impact on the 



Bouygues Construction, Olivier Bouygues and 

Yves Gabriel. 


authorised in previous years which 

were not previously submitted to 

an Annual General Meeting for 

approval 

We were informed of the following agreements 

and commitments authorised in 2010, which were 

referred to in our special report on regulated agreements 

and commitments dated 1 March 2011, 

and which were not submitted for approval to the 

Annual General Meeting of 21 April 2011 called to 

approve the 2010 financial statements. 

a. Shared service agreements 

Bouygues has entered into shared service agreements 

with Bouygues Construction, Bouygues 

Immobilier, Colas, TF1 and Bouygues Telecom, 

under which it provides principally management, 

HR, IT and financial services to its various subgroups. 


of Directors authorised the renewal of the shared 

service agreements for a period of one year starting 


Bouygues invoiced the following amounts in 

respect of this agreement in 2011: 

Amount excl. VAT 

Bouygues Construction €13,451,783 

Bouygues Immobilier €2,962,964 

Colas €16,081,009 

Bouygues Telecom €7,714,938 

TF1 €3,496,979 


6 






Yves Gabriel, 

> Bouygues Immobilier, François Bertière, 

> Colas, François Bertière, Olivier Bouygues and 



Nonce Paolini, 


Bouygues and Nonce Paolini. 

b. Agreement between Bouygues and 

SCDM 

SCDM, a company owned by Martin Bouygues 

and Olivier Bouygues, contributes to initiatives in 

favour of the Bouygues group on an ongoing basis. 


of Directors authorised the renewal of the agreement 

between Bouygues and SCDM concerning 

this contribution for a period of one year starting 


Under the terms of this agreement, SCDM invoices 

Bouygues up to €8 million a year for costs incurred 

in relation to: 

> salaries, mainly for Martin Bouygues and Olivier 

Bouygues who are paid exclusively by SCDM; 

> research and analysis relating to strategic developments 

and the expansion of the Bouygues 

group; 

> miscellaneous services. 

SCDM may also supply Bouygues with services 

other than those provided as part of its permanent 

duties. These special services are invoiced at arm’s 

length rates. 

Under this agreement, Bouygues may invoice 

SCDM at arm’s length for any special services 

provided. 

During the year, SCDM invoiced Bouygues 

€5,393,358 excl. VAT in respect of the agreement, 

while Bouygues invoiced SCDM €1,279,424 excl. 

VAT. 



c. Service agreements: use of Bouygues 

aircraft 


of Directors authorised the renewal for one year 

starting 1 January 2011 of the agreements between 

Bouygues and Bouygues Construction, Bouygues 

Bâtiment International, Bouygues Travaux Publics, 

ETDE, Bouygues Immobilier, Colas, TF1, Eurosport, 

Bouygues Telecom, SCDM and Alstom Holdings. 

These agreements set the prices for using the two 

aircraft (a Hawker HS 900 XP and a Global 5000), 

which at the time were owned by Challenger 

Luxembourg, belonging to a Bouygues affiliate 

and operated by the “Bouygues Transport Air” 

department of Bouygues. 




Bouygues Construction €224,916 

Bouygues Bâtiment International €90,333 

Bouygues Travaux Publics €102,167 

ETDE €72,917 

Bouygues Immobilier €45,500 

Colas €417,375 

TF1 €0 

Eurosport €0 

Bouygues Telecom €182,208 

SCDM €903,438 

Alstom Holdings €334,000 



Yves Gabriel, 

> Bouygues Bâtiment International, Yves 

Gabriel, 

> Bouygues Travaux Publics, Yves Gabriel, 

> ETDE, Yves Gabriel, 

> Bouygues Immobilier, François Bertière, 

> Colas, François Bertière, Olivier Bouygues and 



Bouygues and Nonce Paolini, 

> Eurosport, Olivier Bouygues, 


Nonce Paolini, 

> SCDM, Olivier Bouygues and Martin Bouygues, 

> Alstom Holdings, Patrick Kron. 

d. Service agreements between 

Bouygues and Actifly 


of Directors authorised the renewal for one year 

starting 1 January 2011 of the agreements between 

Actifly and Bouygues for reciprocal availability of a 

captain and a co-pilot. 

Under these agreements, Actifly invoiced 

Bouygues the sum of €47,856 excl. VAT for the 

period from January to August 2011. 



e. Supplementary pension benefits 

granted to senior executives 

At its meeting on 2 December 2010, the Board 

of Directors authorised the renewal of the supplementary 

pension plan for members of the 

Group Management Committee, which includes 

Bouygues corporate officers and the salaried 

directors of Bouygues SA, for a period of one 

year starting 1 January 2011. The supplementary 

provision is equivalent to 0.92% of the reference 

salary per year of service under the plan, and the 

supplementary benefits may not exceed eight 

times the annual maximum amount under the social 

security regime. This supplementary plan has been 

outsourced to an insurance company. 

Contributions paid into the plan set up by the 

insurance company totalled €2,000,000 in 2011. 

Since this agreement concerns commitments 

granted to the company’s Chairman and Chief 


Officer, the Board was asked to approve its renewal 

in 2011. 


François Bertière, Martin Bouygues, Olivier 

Bouygues, Yves Gabriel, Hervé Le Bouc and 



Agreements and 

commitments approved by 

Annual General Meetings in 

previous years 


approved in previous years 

> Agreements and commitments approved 

in previous years under which transactions 

took place during the year 

Pursuant to Article R.225-30 of the Commercial 

Code, we were informed that the following agreements 

and commitments already approved by 

Annual General Meetings in previous years, under 

which transactions took place during the year. 

a. Trademark licence agreements 

Bouygues has entered into trademark licence 

agreements with several subsidiaries, entitling 

them to use various trademarks, company names 

and trade names under specific conditions. 




Bouygues Construction €49,699 a 

Bouygues Travaux Publics €19,514 b 

Bouygues Bâtiment 

International €14,025 c 

Bouygues Bâtiment 

Ile-de-France 

€15,550 

Bouygues Telecom €700,000 

(a) Including under the fourth, fifth and sixth amendments 

(b) Including under the third, fourth and fifth amendments 

(c) Including under the sixth, seventh and eighth amendments 

b. Trademark licence agreement with 


A new licence agreement concerning the 

"Bouygues Immobilier", "Bouygues Immobilien", 

"Bouygues Inmobiliaria", "Bouygues Imobiliaria" 

and "Bouygues Imobiliare" trademarks came into 

force on 3 December 2010 for a period of 15 years, 

i.e. until 2 December 2025. This agreement 

replaces the previous agreements which expired 

on 15 October 2010. 

As consideration for the rights granted, Bouygues 

Immobilier will pay Bouygues fixed royalties of 

€250,000 per annum excl. VAT. 

In 2011, Bouygues invoiced Bouygues Immobilier 

an amount of €250,000 excl. VAT under this 

agreement. 

c. Sub-lease agreement concerning the 

Challenger building 

Bouygues entered into a sub-lease agreement with 

Bouygues Construction for part of the Challenger 

building in Saint-Quentin-en-Yvelines (France). 

Bouygues Construction invoiced Bouygues 

€275,448 excl. VAT in respect of this agreement 

in 2011. 

> Agreements and commitments 

approved in previous years but under 

which no transactions took place 

during the year 

We were also informed of the following agreements 

and commitments approved by Annual General 

Meetings in previous years but under which no 

transactions took place in 2011. 

a. Liability for defence costs 

On 16 December 2003, Bouygues agreed the 

principle of assuming any defence costs incurred 

by senior executives or employees in connection 

with criminal proceedings resulting in discharge 

or acquittal, where such proceedings are brought 

against them for acts committed in performance of 


The auditors 


Jean Bouquot 

their duties or for merely holding office as director, 

Chairman, Chief Executive Officer, Deputy Chief 

Executive Officer or any equivalent office in a 

Group company. 

No amounts were paid in respect of this agreement 

in 2011. 

Mazars 



6 




AUDITORS' REPORTS ON THE EXTRAORDINARY GENERAL MEETING 


Auditors’ report on the 

reduction of share capital 

(eleventh resolution) 

In our capacity as statutory auditors of Bouygues, 

and as required under Article L. 225-209 of the 

Commercial Code in the event of a capital reduction 

by cancelling shares repurchased by the issuer, 

we present below our report on our assessment 

of the reasons for the proposed capital reduction 

and the terms and conditions thereof. 

The Board of Directors is asking shareholders 

to grant it full powers, for an eighteenth-month 

period as from the date of the Extraordinary 

General Meeting, to cancel, up to a limit of 10% 

of the capital in any twenty-four month period, the 

shares bought back by the company pursuant 

to an authorisation given to the company to buy 

back its own shares within the scope of the article 

mentioned above. 

We performed the procedures we considered necessary 

in accordance with the professional stand- 

ards issued by the French statutory auditors’ board, 

the CNCC. Those procedures involved assessing 

whether the decision to reduce the capital and the 

terms and conditions thereof, which respect the 

equal rights of all shareholders, are appropriate. 

We have no matters to report concerning the reasons 

for and terms and conditions of the proposed 

capital reduction. 

Auditors’ report on the 

issue of equity warrants 

free of charge during the 

period of a public offer 

for the company’s shares 

(twelfth resolution) 

In our capacity as statutory auditors of Bouygues 

and as required under Article L. 228-92 of the 

Commercial Code, we present below our report 

on the proposed issue of equity warrants free 

of charge in the event of a public offer for the 

company’s shares, which shareholders are asked 

to approve. 

Based on its report, the Board of Directors is 

asking shareholders to grant it the power, for a 

period of eighteen months and pursuant to Article 

L. 233-32 II of the Commercial Code, to: 

> resolve to issue equity warrants giving the 

holders preferential subscription rights to one 

or more shares in the company pursuant to 

Article L. 233-32 II of the Commercial Code, 

and to allot such warrants free of charge to all 

eligible shareholders prior to the expiry of the 

offer period, 

> set the terms and conditions of exercise and any 

other characteristics of the equity warrants. 

The nominal amount of shares that may be issued 

upon exercise of the warrants may not exceed 

€350,000,000, and the number of warrants issued 

may not exceed the number of shares forming the 

share capital at the time the warrants are issued. 

The Board of Directors is responsible for preparing 

a report in accordance with Articles R. 225-113 et 

seq. of the Commercial Code. Our responsibility is 

to express an opinion on the fairness of the financial 

information taken from the financial statements and 

other specific information concerning the issue 

provided in this report. 

We performed the procedures we considered 

necessary in accordance with the professional 

standards issued by the French statutory auditors’ 

board, the CNCC. Those procedures involved 

assessing the information provided in the Board 

of Directors’ report on this transaction. 

We have no matters to report concerning the information 

provided in the Board of Directors’ report on 

the proposed issue of equity warrants in the event 

of a public offer for the company’s shares. 

We will draw up a supplementary report if the 

Board of Directors decides to use this delegation 

in accordance with Article R. 225-116 of the 

Commercial Code, with a view to approval by an 

Annual General Meeting, as provided for in Article 

L. 233-32 III of the Commercial Code. 


Jean Bouquot 

Paris-La Défense, 28 March 2012 

The auditors 

Mazars 



Draft resolutions 

1. ORDINARY GENERAL 

MEETING 

First resolution 

(Approval of the parent company financial statements 


31 December 2011) 

The Annual General Meeting, having satisfied the 

conditions for quorum and majority requirements 

for ordinary general meetings, having acquainted 

itself with the Board of Directors’ reports, the 

Chairman’s report and the auditors’ reports, hereby 

approves the parent company financial statements 

for the year ended 31 December 2011, as presented, 

showing a net profit of €808,081,882.48. 

It also approves the transactions recorded in the 

financial statements and/or disclosed in these 

reports. 

Second resolution 

(Approval of the consolidated financial statements 


31 December 2011) 



for ordinary general meetings, having acquainted 

itself with the Board of Directors’ reports, the 

Chairman’s report and the auditors’ reports, hereby 

approves the consolidated financial statements for 

the year ended 31 December 2011, as presented, 

showing a net profit attributable to the Group of 

€1,070 million. 

It also approves the transactions recorded in the 

financial statements and/or disclosed in these 

reports. 

Third resolution 

(Appropriation of earnings, setting of dividend) 



for ordinary general meetings, notes that as net 

profit amounts to €808,081,882.48 and retained 

earnings to €1,789,605,945.94, distributable earnings 

total €2,597,687,828.42. 

On the Board of Directors’ recommendation, the 

Annual General Meeting hereby resolves to: 

> distribute a dividend of €1.60 per share, making 

a total of €503,790,526.40; 

> carry over the remainder in the amount of 

€2,093,897,302.02. 

Accordingly, the dividend for the year ended 

31 December 2011 is hereby set at €1.60 per share 

carrying dividend rights. 

In accordance with Article 158-3-2 of the General 

Tax Code, natural persons resident in France for 

income tax purposes will be eligible for 40% tax 

relief on the dividend, unless they have opted for 

the 21% flat-rate withholding (excluding social 

charges) in full discharge of personal income tax, 

as permitted by Article 117 quater of the General 

Tax Code. 

The ex-rights date for the Euronext Paris market 

will be 30 April 2012. The dividend will be paid in 

cash on 4 May 2012 and the record date (i.e. the 

cut-off date for positions qualifying for payment) 

will be the evening of 3 May 2012. 

If the company holds some of its own stock at the 

dividend payment date, the dividends not paid 

on these shares will be carried over as retained 

earnings. 

In accordance with law, the Annual General 

Meeting notes that the following dividends were 

paid for financial years 2008, 2009 and 2010: 

2008 2009 2010 

Number of shares 342,818,079 354,267,911 365,862,523 

Dividend per share €1.60 €1.60 €1.60 

Total dividend (a)(b) €545,090,553.60 €566,147,057.60 €570,328,377.60 

(a) The amounts shown represent the actual dividends paid out, as no dividends are due on shares bought back by the company 

(b) Amounts eligible for 40% tax relief in accordance with Article 158-3-2 of the General Tax Code 

Fourth resolution 

(Approval of regulated agreements and commitments) 


quorum and majority requirements for ordinary 

general meetings and having acquainted itself with 

the auditors’ special report on regulated agreements 

and commitments and in accordance with 

the provisions of Articles L. 225-38 et seq. of the 

Commercial Code, hereby approves the agreements 

and commitments referred to therein. 

Fifth resolution 

(Renewal of the term of office of Martin Bouygues 

as a director) 



general meetings, renews the term of office of 

Martin Bouygues as a director for three years. This 

term will expire after the Annual General Meeting 

called to approve the financial statements for 2014. 

Sixth resolution 

(Renewal of the term of office of Mrs Francis 

Bouygues as a director) 



general meetings, renews the term of office of Mrs 

Francis Bouygues as a director for three years. This 



Seventh resolution 

(Renewal of the term of office of François Bertière 

as a director) 




François Bertière as a director for three years. This 



Eighth resolution 

(Renewal of the term of office of Georges Chodron 

de Courcel as a director) 




Georges Chodron de Courcel as a director for 

three years. This term will expire after the Annual 

General Meeting called to approve the financial 

statements for 2014. 

BOUYGUES • 2011 Registration Document • COMBINED ANNUAL GENERAL MEETING OF 26 APRIL 2012 • Draft resolutions • 296

6 



Draft resolutions 

Ninth resolution 

(Appointment of Anne-Marie Idrac as a director) 



general meetings, appoints Anne-Marie Idrac as 

a director for three years. She will replace Pierre 

Barberis, whose term expires at the end of this 

Annual General Meeting. 

This appointment will expire after the Annual 

General Meeting called to approve the financial 

statements for 2014. 

Tenth resolution 

(Authorisation to the Board of Directors with a view 

to permitting the company to deal in its own shares) 

The Annual General Meeting, having satisfied 

the conditions for quorum and majority requirements 

for ordinary general meetings, and having 

acquainted itself with the Board of Directors’ report 

including its description of the share buy-back programme, 

and in accordance with the provisions of 

Articles L. 225-209 et seq. of the Commercial Code: 

1. hereby authorises the Board of Directors 

to buy back, under the conditions set out 

below, shares representing up to 5% of the 

company’s share capital at the date of the 

buy-back, in compliance with the prevailing 

legal and regulatory conditions at that 

date, particularly the conditions laid down by 

Articles L. 225-209 et seq. of the Commercial 

Code, by European Commission Regulation 

No. 2273/2003 of 22 December 2003, and by 

the AMF (Autorité des Marchés Financiers) 

General Regulation. 

2. resolves that the purpose of this authorisation 

is to enable the company to: 

• cancel shares under the conditions provided 

for by law, subject to authorisation by the 

extraordinary general meeting; 

• ensure the liquidity of and organise trading 

in the company’s shares, through an investment 

service provider acting under the terms 

of a liquidity agreement that complies with a 

code of conduct recognised by the AMF; 

• retain shares and, where applicable, use 

them subsequently as a medium of payment 

or exchange in an acquisition, merger, spinoff 

or asset contribution, in accordance with 

the market practices recognised by the AMF 

and with applicable regulations; 

• retain shares and, where applicable, deliver 

them subsequently upon exercise of rights 

attached to securities that are redeemable, 

convertible, exchangeable or otherwise 

exercisable for the company’s shares; 

• grant or sell shares to employees or corporate 

officers of the company or related companies 

under the terms and conditions laid 

down by law, in particular as part of profitsharing 

schemes, stock option schemes, 

corporate savings plans and inter-company 

savings schemes or through an allotment of 

bonus shares; 

• implement any market practice that may be 

accepted by the AMF and generally to carry 

out any other transaction in compliance with 

prevailing regulations. 

3. resolves that the acquisition, sale, transfer or 

exchange of these shares may be carried out, 

in compliance with rules issued by the market 

authorities, in any manner, notably on or offmarket 

(including the over-the-counter market) 

by using, in particular, derivative financial 

instruments, and at any time, especially during 

a public tender or exchange offer. The entire 

programme may be carried out through block 

trades. Shares acquired may be sold under the 

conditions laid down by the AMF in its instruction 

dated 19 November 2009 regarding the 

introduction of a new regime governing the 

buy-back of a company’s own shares. 

4. resolves that the minimum purchase price be 

set at €60 per share, subject to any adjustments 

in connection with share capital transactions. 

If the share capital is increased by incorporating 

premiums, earnings, reserves or bonus 

shares into capital, or in the event of a stock 

split or reverse stock split, the above price will 

be adjusted by a multiplication factor equal to 

the ratio of the number of shares making up 

the share capital before the transaction to the 

number of shares after the transaction. 

5. sets the maximum amount of funds that can 

be used for the share buy-back programme at 

€1,000,000,000 (one billion euros). 

6. notes that, in accordance with law, the total 

shares held at any given date may not exceed 

10% of the share capital outstanding at that 

date. 

7. gives full powers to the Board of Directors, 

with the power to sub-delegate under and 

in accordance with applicable law, to implement 

this authorisation, place all stock orders, 

conclude all agreements, in particular with a 

view to the registration of purchases and sales 

of shares, completing all declarations and 

formalities with the AMF and any other body, 

and in general taking all necessary measures 

to execute the decisions taken within the scope 

of this authorisation. 

8. resolves that the Board of Directors will inform 

the Annual General Meeting of the transactions 

carried out, in accordance with applicable 

regulations. 

9. grants this authorisation for eighteen months 

from the date of this Annual General Meeting 

and notes that it cancels and replaces the 

unused portion of any previous authorisation 

given for the same purpose. 

2. EXTRAORDINARY 


Eleventh resolution 

(Authorisation to the Board of Directors to reduce 

share capital by cancelling shares held by the 

company) 


quorum and majority requirements for extraordinary 

general meetings, having acquainted itself with the 

Board of Directors’ report and the auditors’ special 

report, and in accordance with the provisions of 

Article L. 225-209 of the Commercial Code: 

1. authorises the Board of Directors to cancel, at 

its own initiative, on one or more occasions, 

some or all of the shares that the company 

holds or may hold as a result of utilising the 

various share buy-back authorisations given 

by the Annual General Meeting to the Board 

of Directors, up to a limit of 10% in any twentyfour 

month period of the total number of shares 

making up the company’s capital at the date of 

the transaction. 

2. authorises the Board of Directors to charge the 

difference between the purchase value of the 

cancelled shares and their nominal value to all 

available premium and reserve funds. 


3. delegates to the Board of Directors, with the 

power to sub-delegate under and in accordance 

with applicable law, full powers to carry 

out the capital reduction(s) resulting from 

cancellations of shares authorised by this 

resolution, to have the relevant entries made 

in the financial statements, to amend the bylaws 

accordingly, and generally to attend to all 

necessary formalities. 

4. grants this authorisation for eighteen months 

from the date of this Annual General Meeting 

and notes that it cancels and replaces the 

unused portion of any previous authorisation 

given for the same purpose. 

Twelfth resolution 

(Delegation of powers to the Board of Directors to 

issue equity warrants during the period of a public 

offer for the company’s shares) 

The Annual General Meeting, in extraordinary session 

but having satisfied the quorum and majority 

requirements for ordinary general meetings, in 

accordance with Articles L. 233-32-II and L. 233-33 

of the Commercial Code, and having acquainted 

itself with the Board of Directors’ report and the 

auditors’ special report: 

1. delegates to the Board of Directors the power, 

in compliance with applicable law and regulations, 

to issue warrants on one or more occasions, 

during the period of a public offer for the 

company’s shares, giving rights to subscribe 

on preferential terms for one or more shares in 

the company, and to allot such warrants free 

of charge to all shareholders holding shares in 

the company prior to expiry of the offer period. 

These warrants will lapse automatically as soon 

as the offer or any other competing offer has 

failed, lapsed or been withdrawn. 

2. resolves that the maximum nominal amount of 

any capital increase resulting from the exercise 

of such equity warrants may not exceed 

€350,000,000 (three hundred and fifty million 

euros), and that the maximum number of equity 

warrants that may be issued shall not exceed 

the number of shares making up the capital at 

the time the warrants are issued. 

3. resolves that the Board of Directors will have 

full powers, with the power to sub-delegate 

under and in accordance with applicable law, 

to determine the conditions of exercise of the 

equity warrants, which must relate to the terms 

of the offer or any other competing offer, and 

the other characteristics of the warrants, such 

as the exercise price or the terms for determining 

the exercise price, and more generally the 

characteristics and terms of any issue decided 

on the basis of this authorisation. 

4. notes that this delegation entails the waiver 

by shareholders of their pre-emptive rights to 

ordinary shares in the company to which any 

warrants issued pursuant to this delegation may 

give entitlement. 

5. grants this delegation for a period of eighteen 

months as from the date of this meeting, and 

notes that it cancels and replaces the unused 

portion of any previous delegation given for the 

same purpose. 

Thirteenth resolution 

(Authorisation to the Board of Directors to increase 

share capital during the period of a public offer for 

the company’s shares) 


quorum and majority requirements for extraordinary 

general meetings, having acquainted itself with the 

Board of Directors’ report and in accordance with 

Article L. 233-33 of the Commercial Code: 

1. expressly authorises the Board of Directors to 

utilise during the period of a public offer for 

the company’s shares, and in compliance with 

applicable laws and regulations in force at such 

time, the various delegations of power, delegations 

of jurisdiction and authorisations granted 

to the Board of Directors, by the eleventh to 

nineteenth resolutions and by the twentysecond 

resolution submitted to the Combined 

Annual General Meeting of 21 April 2011, as 

well as by the nineteenth resolution of the 

Combined Annual General Meeting of 29 April 

2010 concerning the allotment of bonus shares, 

to increase the share capital according to the 

conditions and limits specified by the said 

delegations and authorisations. 

2. grants this delegation for a period of eighteen 

months as from the date of this meeting, and 

notes that it cancels and replaces the unused 

portion of any previous delegation given for the 

same purpose. 

Fourteenth resolution 

(Amendment of Article 19.4 of the by-laws to permit 

electronic voting at general meetings) 



for extraordinary general meetings and having 

acquainted itself with the Board of Directors’ 

report, resolves to add a new paragraph, worded 

as follows, at the end of Article 19.4 of the by-laws: 

"If the Board of Directors so decides, shareholders 

may take part in the Annual General Meeting by 

videoconference or by other means of telecommunication 

that enables them to be identified in 

accordance with prevailing regulations. In this 

case, the company will accept electronic remote 

voting forms up until 3.00pm (CET) at the latest 

on the day before the Annual General Meeting." 

Fifteenth resolution 

(Powers to carry out formalities) 



for extraordinary general meetings, gives full powers 

to the holder of an original, a copy or extract 

of the minutes of this Annual General Meeting to 

carry out all necessary filings, publications and 

formalities. 

BOUYGUES • 2011 Registration Document • COMBINED ANNUAL GENERAL MEETING OF 26 APRIL 2012 • Draft resolutions • 298

7 

Additional 

information 

Contents 

Glossary 300 

Construction 300 

Media and telecommunications 302 

Corporate, legal and financial 305 

CSR and environmental indicators: 

note on reporting methodology 308 

Social/HR reporting in the Bouygues group 308 

Carbon reporting in the Bouygues group 308 


Concordance 310 

Headings of Annex 1, EU Regulation No. 809/2004 310 

Full-year financial review 312 

Management report 312 

Chairman's report on corporate governance 

and internal control 313 

Statement by the person responsible 

for the Registration Document 314 


Glossary 

CONSTRUCTION 

3E ® 

Aggregate 

Asphalt 

Asphalt mix 

Range of warm asphalt mixes designed by Colas for road surfacing. Because they are manufactured 

and applied at temperatures between 40 and 50°C lower than traditional mixes (160°C), 

these Eco-friendly and Energy-Efficient asphalt mixes save energy and generate lower greenhouse 

gas emissions during both production and application. See also Asphalt mix. 

Small stones used for building roads, produced by screening and/or crushing materials extracted 

from rock quarries or gravel pits. 

Composite material (natural or otherwise) consisting of calcareous or siliceous materials impregnated 

with bitumen, applied to roads or footways or as a sealant for bridges or buildings. Warm 

asphalt, manufactured and applied at lower temperatures (150°C) than conventional asphalt 

(250°C), allows for energy savings during both production and application. 

Paving material made of aggregate mixed into a bituminous, synthetic or plant-derived binder in 

a coating plant. Warm asphalt, which is manufactured and applied at temperatures between 40 

and 50°C lower than traditional mixes (160°C), allows for energy savings and generates lower 

greenhouse gas emissions. See also 3E ® . Recycled mixes include Reclaimed Asphalt Pavement 

(RAP) removed from existing pavements. 

Civil works 

Concession 

Contracting 

authority/Client 

Eco-alternative 

Eco-design 

Road, railway, waterway, port and airport infrastructure, including directly related structures 

such as bridges, wharves, etc. 

Contract whereby the management of a public service is entrusted to private-sector partners 

responsible for constructing and maintaining buildings and/or infrastructure made available to 

the public sector. In return they receive a fee that depends on the use made of the building or 

infrastructure concerned. 

Individual or legal entity who has concluded a contract and on whose behalf the work is 

performed. The client chooses the engineering consultant responsible for coordinating and 

monitoring the work of the various trades involved in a construction project. In a Public-Private 

Partnership (PPP), unlike a public procurement project, the contract-holder acts as contracting 

authority on the public entity’s behalf. 

An alternative in terms of product design, production and/or operation that uses innovative 

technological or organisational options to reduce or neutralise greenhouse gas emissions. 

An approach based on the use of environment-friendly techniques to design a building, for 

example, that is more energy efficient. 

BBC-effinergie ® 

Bepos 

Low-energy building label. Based on regulatory requirements contained in a ministerial order 

of 3 May 2007 and awarded by an accredited body (Cerqual, Promotelec), the label applies to 

buildings whose maximum primary energy consumption, for new residential properties, is on 

average 50 kWh/m²/year. This is ten times less than a building from the 1990s and three times 

less than a recent building. 

For further information: www.effinergie.org 

Positive-energy building, designed to consume very little energy (thermal, electricity), offset 

by systems that produce energy from renewable sources (wind, photovoltaic, etc.). A positiveenergy 

building must produce at least the same amount of energy as it consumes for operational 

purposes. Bouygues Immobilier’s Green Office ® buildings are positive-energy buildings. 

For further information: www.green-office.fr 

Econeighbourhood 

Emulsion 

(bitumen 

emulsion) 

Energy 

management 

Also called sustainable neighbourhood, an urban area designed from the standpoint of its 

environmental, economic and social impacts. Bouygues Construction’s Eikenott project in 

Switzerland and Bouygues Immobilier’s Ginko project in Bordeaux and Fort d’Issy project near 

Paris are recent flagship examples. 

A dispersion of bitumen – in the form of fine droplets – in water, making the bitumen more fluid. 

It has many applications in road building. In 2011, Colas was again the world leader in binders 

and emulsions. 

A way of optimising a building’s energy efficiency by reducing energy consumption while preserving 

the same level of comfort, thus reducing the environmental, economic and social costs 

of energy production and consumption. The development of energy management tools is one 

of the keys to constructing low-energy or positive-energy buildings. 

Binder 

Bitumen 

Call for tenders 

Bituminous, hydraulic (water-based), synthetic or plant-derived component used for binding 

aggregate together to form a road-building material. 

Heavy fraction of petroleum used in road building to bind aggregate together to form bituminous 

concrete for pavements. Bitumen should not be confused with tar, which is derived from coal and, 

having been classified as a carcinogen by the European Union, is no longer used in road building. 

In the construction industry, a bidding procedure that allows the client to choose between several 

bidders for a contract for works, services or supplies. 

Energy-Pass ® 

Enhanced 

zero-interest 

loan 

An interactive service from Bouygues Construction based on a touch-screen control panel 

which measures and tracks the heating, hot water and electricity consumption of a housing 

unit or building in real time over an extended period and hence provides a picture of its real 

energy performance. 

A non-means tested zero-interest loan for the acquisition of a principal residence. Introduced on 

1 January 2011, the scheme is open to all first-time buyers who have not owned their principal 

residence in the previous two years. See Zero-interest loan. 

Carbon balance 

Method that uses lifecycle analysis to calculate the greenhouse gas emissions of an activity. 

Ademe, the French environment and energy management agency, has developed a proprietary 

method, Bilan Carbone ® , which it now licenses. See also Carbon strategy. 

EPC 

Energy Performance Contract concluded between the project owner of a building and a service 

company. It guarantees a reduction, verified and measured over time, in the energy consumption 

of a building or group of buildings through investment in works, supplies or services. 

BOUYGUES • 2011 Registration Document • ADDITIONAL INFORMATION • Glossary • 300

7 

Additional 

information 

Glossary 

Facilities 

Management 

(FM) 

Granulates 

Green IT 

A service that involves providing a firm’s support functions, especially building maintenance 

and operation. Services include, for example, security, reception, switchboard, office transfers, 

removals, mailroom, cleaning and gardening. They may also include space and infrastructure 

services (hard FM) such as heating maintenance and telecom and radio network maintenance. 

Coated materials derived from old pavements that have been planed or torn up and intended 

for re-use in new paving after treatment (recycling) in a coating plant or in place. 

Responsible and sustainable Information and Communication Technologies (ICTs) whose 

design or usage helps to reduce the negative impacts of human activities on the environment, 

helps to improve living conditions for the general public and working conditions for employees 

and helps firms to cope with environment-related regulatory developments and to contribute 

to green economic growth. 

Order book 

(backlog) 

Order intake 

Pass-foncier ® 

At Bouygues Construction and Colas, the order book represents the amount of work that remains 

to be done on projects for which a firm order has been taken, i.e. for which a contract has been 

concluded and has entered into effect. 

At Bouygues Immobilier, the backlog corresponds, each time the financial statements are signed 

off, to the book sales that remain to be recognised on aggregate business activity by value. It is 

expressed in euros or months’ sales (on the basis of the previous 12 months’ sales). 

The total amount of sales represented by firm orders. A contract is deemed to be firm when it 

has been signed and has come into effect (i.e. the service order has been issued and all the 

conditions precedent have been lifted) and the financing is in place. 

Means-tested scheme to promote first-time home ownership set up by the French government 

and the social partners for the acquisition of a new home (house or apartment). 

Green Office ® 

A trade mark created and marketed by Bouygues Immobilier for positive-energy office buildings. 

Green Office ® Meudon is the first large-scale positive-energy office building in France. 

See also Bepos. 

PFI (Private 

Finance 

Initiative) 

Scheme introduced by the British government in 1992 under which private-sector operators 

are entrusted with the financing and construction of public infrastructure and the subsequent 

provision of maintenance and related services. 

Guild worker 

Specific term used by Bouygues to recognise the value contributed by building workers. An 

in-house guild, the Minorange Guild, was created in 1963 to promote the company spirit, pride 

in work well done and the transmission of knowledge to younger workers. The Minorange Guild 

has inspired similar initiatives in other Group business areas, in particular at Colas. 

Positive Energy 

Consortium 

A consortium created on the initiative of Bouygues Immobilier in October 2008 to pool the R&D 

efforts of various players involved in the operation of new-generation positive-energy office buildings. 

Its aim is to reduce the energy consumption of future buildings and increase their capacity 

to produce energy from renewable sources. Optimising the carbon balance is another goal. 

H&E 

Habitat & Environment. Certification awarded by Cerqual and developed in conjunction with the 

work of the HQE association. Applicable to new apartment buildings and clusters of detached 

houses, it is based on seven environmental criteria (environmental management of the project, 

clean site, energy/greenhouse gas emissions, construction/choice of materials, water, comfort 

and health, green behaviour). 

For further information: www.cerqual.fr 

PPP 

(Public-Private 

Partnership) 

Property 

development 

An alternative to traditional public procurement methods. In return for a set rent, private firms 

construct and maintain buildings and/or infrastructure (hospitals, schools, prisons, etc.) which 

are then made available to the public sector. 

The assumption of responsibility, for a price determined with the client, for the completion of a 

building programme, including the legal, administrative and financial aspects connected with 

the project. 

HQE ® 

Noveom 

High Environmental Quality label awarded by Afnor Certification. The certification of office buildings 

(NF Bâtiments Tertiaires – Démarche HQE ® ) is delegated to Certivéa (CSTB), of collective 

housing (NF Logement – Démarche HQE ® ) to Cerqual and of detached houses (NF Maison 

Individuelle – Démarche HQE ® ) to Céquami. The aim is to limit the environmental impacts of a 

construction, rehabilitation or renovation project in terms of consumption of natural resources, 

waste management, noise, etc. THQE (very high environmental quality – See RT2012) is neither 

a label nor a standard, but merely a reference to HQE certification. It is sometimes used in place 

of THPE (very high energy performance). In October 2006, Bouygues’ headquarters became 

the first office building in Paris with HQE ® certification. 

For further information: www.assohqe.org 

New generation of adaptable serviced residences created by Bouygues Immobilier. Designed 

with the help of an occupational therapist, Noveom residences meet the needs of occupants at 

all stages of life, making them high-quality places to live. 

Public service 

delegation 

QSE 

Quarry 

Contract whereby a public-law entity entrusts the management of a public service for which it is 

responsible to a public- or private-sector delegatee whose remuneration is substantively linked 

to the results of operating the service. The delegatee may be asked to build structures or acquire 

assets necessary for the service. 

A management system that incorporates Quality, Safety and Environment features. The requirements 

of Afaq QSE certification awarded by Afnor can be met through standards such as 

ISO 9001, ISO 14000, OHSAS 18001 and ILO OSH 2001. 

Site for the extraction of rock and production of aggregate suitable for use in road building. 

BOUYGUES • 2011 Registration Document • ADDITIONAL INFORMATION • 301

Rehagreen ® 

A service package created by Bouygues Immobilier with the aim of identifying all the potential 

for value enhancement in an office building so that it can be refurbished while respecting the 

architectural heritage. The approach is based on a multicriteria analysis that combines technical, 

regulatory, functional and planning features. 

Take-up 

All transactions involving the rental or sale of premises for use as offices carried out by end-users. 

Take-up is expressed in terms of the area of office space rented or sold. For rentals, it is based 

on the gross leasable area and takes account only of newly signed leases. It does not therefore 

include renegotiated leases or sales to sitting tenants. 

Reservations 

by value 

Residential 

property 

reservations 

by volume 

Road signage 

Scellier scheme 

Service order 

The value in euros of properties reserved in a given period. For residential property, Bouygues 

Immobilier counts the total value of reservation contracts (signed by customers and validated 

in-house), net of withdrawals and weighted for the consolidation rate in Bouygues Immobilier’s 

accounts of the investment vehicle carrying the transaction. Block residential property reservations 

are announced when the sale is notarised. For commercial property, reservations are 

announced when the sale is notarised. 

Reservations by volume are announced when the reservation contract is signed, for unit reservations, 

or when the sale is notarised, for block reservations. Net of withdrawals, the figures are 

weighted for the consolidation rate in Bouygues Immobilier’s books of the investment vehicle 

carrying the transaction. 

Horizontal road markings (white lines, etc.) and vertical signs, traffic lights, overhead gantry 

signs, etc. 

A reference to the so-called Scellier Act that came into force on 1 January 2009. The scheme 

takes the form of a tax break. 

Low-energy Scellier scheme: customers who invest in a new residential property with BBC- 

Effinergie ® certification built before 31 December 2012 receive a tax break equal to 13% of the 

acquisition price (maximum tax reduction of €4,333 per year for nine years). 

Intermediate low-energy Scellier scheme: after the nine years, the customer may receive an 

additional tax break equal to 4% of the cost price of the property, for three years renewable 

once: in 2012, up to 21% of the price of the investment up to a maximum of €4,333 per year for 

the first nine years, then €2,666 per year for the following six years. 

Instruction given by the contracting authority or client to the contractor to begin a phase of works. 

Urban 

regeneration 

zone 

UrbanEra ® 

Zero-interest 

loan 

Neighbourhood covered by a multiyear agreement with ANRU, the French national urban 

regeneration agency. Low-income households in urban regeneration zones may, under certain 

conditions, acquire a principal residence at a 5.5% reduced rate of VAT. 

Concept developed by Bouygues Immobilier to provide a tailored solution to the requirements 

of local authorities through a new generation of positive energy-oriented sustainable neighbourhoods, 

including new services. From the initial diagnosis to operational management of 

the neighbourhood, UrbanEra ® optimises all the parameters of the sustainable neighbourhood 

while prioritising the human aspect. 

Loan on which no interest is due, used to finance the construction of housing, the purchase of 

a new residential property, the purchase of an existing residential property whatever its date of 

construction, the purchase and/or redevelopment of business premises transformed for residential 

use or the purchase of a residential property let under a rent-to-buy contract. Borrowers must 

not have owned their principal residence in the two years before the date of the loan application. 

See also Enhanced zero-interest loan. 

MEDIA AND TELECOMMUNICATIONS 

16/9 Aspect ratio with a width of 16 units and a height of 9 units. A widescreen format similar to cinema 

formats, it is systematically offered on HD Ready and HD TV television screens. 

2G (GSM) 

Global System for Mobile Communication. Second-generation mobile phone network offering 

voice, text messaging (SMS) and image messaging (MMS) services. Bouygues Telecom's 2G 

network covers 99% of the French population. 

Smart City 

Concept initiated by the European Commission. At the cutting edge of new usages and technological 

progress, its aim is to transform cities by integrating networks (transport, energy, fluids, etc.). 

3G (UMTS) 

Universal Mobile Telecommunication System. First version of the third-generation mobile phone 

network (voice and data). Speed: 380 kbit/s. Since UMTS was created, speeds have been 

optimised with HSPA (3G+). 

Smartgrid 

Power distribution network that uses IT to optimise production and distribution, match supply to 

demand and ensure the security of network operation, taking account of new energy sources 

(solar, wind, etc.). 

3G modem 

USB memory stick with a SIM card. It gives subscribers internet access from a laptop via the 

3G network. See also SIM card. 

Subcontracting 

Sustainable 

construction 

Delegation of work by a firm that has won a contract. 

A term used to refer to any construction that limits environmental impacts as far as possible 

while ensuring the comfort, health and safety of users and that blends as well as possible into 

surroundings whose natural and local resources it uses to the greatest possible extent. 

3G+ (HSPA) High Speed Packet Access. A system for carrying data in packet mode, used in mobile telephony. 

The second generation of UMTS (also known as 3G+), it offers improved speeds both for downloads 

(HSDPA) and uploads (HSUPA) and gives users access to interactive applications such 

as internet, TV, messaging and video. Bouygues Telecom, which is using HSPA to develop its 

3G+ network, had covered all major French towns and cities by the end of 2011, representing 

93% of the population. Speed: 7.2 Mbit/s. 


7 

Additional 

information 

Glossary 

4G (LTE) 

ADSL 

Long Term Evolution. Fourth-generation mobile phone network offering speeds up to 100 Mbit/s. 

Arcep allocated frequencies in the 2.6 GHz band in late 2011 and in the 800 MHz band in early 

2012. The new technology will be able to handle the growing demand for mobile internet and 

offer higher-quality video. 

Asymmetric Digital Subscriber Line. Network technology that uses a traditional telephone line 

and a router (the Bouygues Telecom Bbox, for example) to offer simultaneous access to internet 

and telephone services. Television provided by an ADSL operator is called IPTV. See also Bbox. 

Cloud 

computing 

Club store 

Connected TV 

The practice of using a network of remote servers hosted on the internet to store, manage, and 

process data, rather than a local server or a personal computer. 

Network of proprietary retail outlets. The Réseau Clubs Bouygues Telecom (RCBT) had 650 Club 

stores at end‐2011, covering most towns and cities in France. 

A term both for a television set directly or indirectly connected to the internet and for television 

services from internet operators provided using IPTV technology. See also IPTV. 

Analogue 

Arcep 

ARPU 

In television, a method for producing and transmitting pictures in which the intensity of the 

electric signals is continuous (analogue) with the sound or light source. In France, the analogue 

television signal ended on 30 November 2011, replaced by terrestrial broadcasting in digital 

mode only. See also DTT. 

Autorité de Régulation des Communications Electroniques et des Postes, the French electronic 

communications and postal services regulator. Created in 1996 to regulate the telecommunications 

sector, its remit was extended to postal services in 2005. 

Average Revenue Per User, generally expressed as an annual figure. 

Contactless 

technology 

CSA 

Customer mix 

Technology for short-distance data exchange between a terminal and a chip. Incorporated into 

a mobile phone, it paves the way for services like electronic travel tickets and mobile payment. 

Conseil Supérieur de l’Audiovisuel. Independent administrative authority created in 1989 to 

guarantee the freedom of audiovisual communication in France under the conditions defined in 

Act 86-1067 of 30 September 1986 (the Freedom of Communications Act). 

In mobile telephony, the proportion of plan customers in relation to prepaid customers. See 

also Plan and Prepaid. 

Audience share 

Percentage of audience for a particular medium (TV channel, radio station, etc.) calculated in 

relation to the total audience for the medium. In 2011, TF1 confirmed its position as France’s 

leading TV channel with 23.7% of the audience of individuals aged four years and over (source: 

Médiamétrie). 

Data centre 

Delayed 

audience 

Physical facility where electronic information is stored. Data centres must comply with strict 

environmental standards (temperature, humidity) in order to protect the servers. 

Audience for programmes watched after they are broadcast, either recorded on a DVD, VHS or 

DVR or watched with a time delay on a router. 

Bbox 

Bouygues Telecom’s ADSL service, offered in triple play or quadruple play with ideo. Bbox is also 

the name of the router that gives access to the services. Bouygues Telecom started marketing 

Bbox Fibre, the first very-high-speed service, in 2010, using the Numericable network. See also 

Optical fibre, Quadruple play and Triple play. 

DSLAM 

Digital Subscriber Line Access Multiplexer. Telephone exchange equipment that connects subscriber 

lines to ADSL networks. DSLAMs, which belong to ISPs, are hosted on France Telecom’s 

subscriber connection nodes. 

Blu-ray disk 

High-definition audio and video disk with a storage capacity that improves picture definition by 

a factor of five in relation to the DVD and allows for the restitution of recorded sound without 

compression. 

DTT (Digital 

Terrestrial 

Television) 

Television broadcast in digital mode via the terrestrial network. A box (set-top or integrated into 

the TV set) decodes the signal, which is compressed at source. Programmes may be free or 

pay. For example, NT1 and TMC are free channels, while Eurosport is the benchmark DTT pay 

sports channel. 

Call termination 

charges (voice/ 

SMS) 

Price paid (outgoing fee) by an operator for routing its customer’s communications (voice and 

SMS) to another operator’s customer (incoming fee). 

Gross revenue 

Catalogue prices given by sellers of advertising space in accordance with their general conditions 

of sale, excluding discounts and reductions, applied to a volume of advertising sold. 

Catalogue 

Catch-up TV 

Collection of films and dramas that form a corpus of audiovisual rights, either created in-house 

or acquired from production companies. 

Television programming offered by television content providers on the internet so that viewers can 

watch programmes at their convenience. A free or pay service, it may also include supplements 

not shown with the original programme, such as summaries. MYTF1 offers catch-up services via 

router, PC, smartphone and tablet. 

GSM See 2G. 

High definition 

(HD) 

Picture resolution with definition in excess of 720 lines. A full HD picture may have up to 

1080 lines x 1920 pixels, i.e. nearly 2.1 million pixels, almost five times more than a standard 

image (576 x 720 pixels). At source, works may be filmed in HD (native HD) and broadcast by 

various means (satellite, optical fibre, DVD, etc.). See also Blu‐ray disk. 


High-density 

area 

HSPA 

Interactivity 

Internet service 

provider (ISP) 

Inventory (TV 

programmes) 

Area with high population density in a significant part of which it is economically worthwhile for 

several operators to roll out their own optical fibre networks as close as possible to the home. 

By Arcep’s definition, 148 municipalities are situated in high-density areas for the purposes of 

rolling out optical fibre. 

See 3G+. 

TV programme or website that seeks audience participation (voting, taking part in a game, etc.). 

Company that provides internet access via ADSL, cable or optical fibre. Equipment provided 

by the operator (modem, router, etc.) is essential. 

Television programmes that can be kept and used again in the long term (dramas, documentaries, 

cartoons, arts, etc.), unlike light entertainment programmes (game shows, sporting events, etc.). 

Net connections 

Optical fibre 

Parental control 

Plan 

In the telecommunications industry, the number of new customers minus the number of customers 

who have terminated their subscription. 

Silicon fibre used in telecommunications networks that may be installed by the operator to the 

curb (FTTC, fibre to the curb), to the building (FTTB, fibre to the building) or to the home (FTTH, 

fibre to the home). It enables the very fast transmission of enhanced multimedia services such 

as internet, telephony, video on demand, high definition pictures, etc. 

Tool that enables parents to block access to certain TV programmes and websites whose content 

is deemed inappropriate for children. 

Mobile phone subscription (also called "postpaid"), comprising a monthly communications credit 

ranging, at Bouygues Telecom for example, from 40 minutes to unlimited calls. When service 

plans are capped, as with Universal Mobile, there is no possibility of overrun. 

IP 

Internet Protocol. Communication protocol for data exchange on networks (internet, ADSL, 

WiFi, 3G, etc.). 

Prepaid 

Mobile phone service without a subscription, based on buying top-ups (top-ups for Bouygues 

Telecom cards range from €5 to €60). 

IPTV 

Lower density 

area 

LTE See 4G. 

Machine-tomachine 

(M2M) 

Market share 

(advertising) 

Mediamat’ 

Thematik 

Internet Protocol Television. Protocol for distributing television via an IP network like the internet. 

An area that is not a high-density area as defined by Arcep for the roll-out of optical fibre. They 

are areas of average population density and rural areas. See High-density area. 

Exchange of information without human intervention between devices equipped with a SIM card 

and a computer server. Examples include updates of municipal display panels, remote meter 

reading, bike hire schemes like Velib’ in Paris. See also SIM card. 

Advertising spend attracted by a channel or a medium in a given media market (television, radio, 

etc.), expressed as a percentage. TF1’s advertising market share in 2011 was 37.2% of the total 

television market (source: TNS Media Intelligence). 

Médiamétrie’s benchmark theme channel audience survey which replaced MediaCabSat in March 

2010 and covers the cable, satellite and ADSL television market in France. 

Prime time 

Programming 

costs 

Public initiative 

networks 

Quadruple play 

(4P) 

Roaming 

(international) 

Part of the schedule when the audience is largest. In France, television prime time is in the 

evening, generally from 8.45pm. "Access prime time" is between 6.00 and 8.00pm. 

Cost of producing and acquiring the rights to programmes shown, including shorts (sponsored), 

the overheads of programme units and final rights payments. 

Physical (optical fibre) networks built by local authorities (regions, départements, metropolitan 

areas). As a rule public authorities invest, often with a private partner, to build a network covering 

the whole zone (or sometimes only zones not covered by ADSL). 

A high speed subscription package comprising four services (fixed and mobile phone, internet 

and television). Bouygues Telecom was the first French operator to launch a 4P service with 

ideo, combining a Bbox router with a mobile phone service plan. 

Possibility for mobile phone or internet customers (roaming subscribers) travelling in a zone 

other than the one where they are subscribers to automatically use a different operator’s network. 

Customers are billed by their home operator. Roaming agreements are concluded between 

operators in different countries. 

MPT 

MVNO 

Mobile personal television. A new digital way of receiving television on a mobile phone or reception 

device. Channels will be broadcast in point-to-multipoint mode via the terrestrial network in 

addition to the current point-to-point mode (Edge, 3G). 

For further information: www.forum-tv-mobile.com 

Mobile Virtual Network Operator. A company that has neither telecommunications infrastructure 

nor frequencies of its own and buys communication time from traditional operators for resale to 

its customers. Bouygues Telecom hosts several MVNOs on its network. 

Sales from 

network 

SCN 

Revenue generated from Bouygues Telecom customers minus handset sales. 

Subscriber connection node. Owned by the legacy operator, they are telephone multiplexers 

that host ISP equipment (see also DSLAM). They are distributed nationwide according to 

population density. 


7 

Additional 

information 

Glossary 

SIM card 

Smart device 

Smartphone 

Specific 

Absorption Rate 

(SAR) 

Triple play 

UMTS See 3G. 

A movable card with a microprocessor that includes a module (Subscriber Identity Module) 

containing client information. It identifies the customer and enables him or her to use the phone, 

especially the directory containing contact details. See also 3G modem. 

In addition to SIM cards for mobile phones, Bouygues Telecom manages machine-to-machine 

(M2M) SIM cards and internet SIM cards, mostly USB modems. See also Machine-to-machine. 

See Machine-to-machine. 

Mobile phone with an operating system that offers office suite functionalities (e-mail, diary, 

calendar, internet access, etc.) in addition to conventional telephony. Customers can access 

free or pay applications from app stores. 

A measure of the quantity of energy carried by radio frequencies towards the user from a mobile 

phone when the device operates, for example, at full power. 

A high speed subscription package comprising three services (fixed phone, internet, television) 

received through a multi-services router such as the Bbox. 

AMF 

Bearer share 

Biodiversity 

Bond 

Autorité des Marchés Financiers. An independent public authority whose remit is to safeguard 

investments in financial instruments, to ensure that investors receive material information and to 

maintain orderly financial markets in France. 

A form of share ownership where the share account is held by a financial intermediary (custody 

account-keeper) to which the shareholder pays a management fee. Bearer form is preferred 

when shares are acquired or subscribed for a relatively short period (a few days or weeks) or 

when the shareholder has no particular interest in establishing a link with the company. The 

company is not able to communicate directly with the holders of bearer shares since it does 

not know their identity. 

Defined at the Rio Earth Summit in 1992 as the "the variability among living organisms from all 

sources including, inter alia, terrestrial, marine and other aquatic ecosystems and the ecological 

complexes of which they are part; this includes diversity within species, between species and 

of ecosystems". This very broad definition implies that companies should take account in their 

activities of all interactions between living organisms. 

Interest-bearing debt security issued by a company or public-sector entity, redeemable for a 

set amount at a pre-set date. Unlike shares, bonds represent not an interest in the capital but a 

claim on the issuer. In return for the loan, bondholders receive interest, called a "coupon", and 

must be repaid the borrowed amount when the loan/bond matures. 

Unique visitors 

The total number of individuals who have visited a website or used an application at least once 

during the period under consideration. Individuals who visit the same website or use the same 

application several times are counted only once. MYTF1.fr was the leading French TV media 

website in 2011. 

CAC 40 

Main French stock index published by Euronext. It is computed on a continual basis from the 

prices of 40 shares listed on the main market and selected from the 100 largest capitalisations. 

The CAC 40 is a free-float weighted index. Free-float is the portion of a company’s shares held 

by the public. 

Very-high-speed 

broadband 

VOD 

Wiki 

Internet access with a speed of over 50 Mbit/s, especially via optical fibre. Broadband generally 

offers speeds of between 128 kbit/s and 50 Mbit/s. 

Video On Demand. A pay service whereby viewers can see the programme of their choice by 

ordering it with their remote control via a multi-services router such as the Bbox or from their 

computer. MYTF1VOD, the most widely distributed VOD platform in France, is available on 

all IPTV services, on the internet at www.mytf1vod.fr and on Samsung connected televisions. 

Type of internet application for writing and illustrating articles collaboratively. The online 

amendment of documents may be authorised for all users or reserved for certain members. 

The collaborative encyclopedia Wikipedia is reckoned to be the most widely consulted wiki 

site at the present time. 

CORPORATE, LEGAL AND FINANCIAL 

Afep/Medef 

Code 

A set of recommendations on corporate governance and executive pay in listed companies 

issued in 2008 by two business organisations, the Association Française des Entreprises Privées 

(Afep) and the Mouvement des Entreprises de France (Medef). Bouygues has adopted the Afep/ 

Medef Code as its benchmark code. 

Cap 

Carbon 

strategy 

Corporate 

officers 

Company 

savings scheme 

An over-the-counter agreement between two counterparties that enables the buyer to hedge 

against a rise in interest rates beyond a predetermined level (ceiling or strike rate) in return for 

the immediate payment of a premium. 

An overall policy that aims to implement an action plan within a company to reduce its carbon footprint. 

One aspect of a carbon strategy is the promotion of low-carbon alternatives to customers, 

raising their awareness of the CO 2 

reductions and savings generated by such solutions. Another 

aspect is to stimulate innovation by seeking to reduce energy intensity and energy dependence. 

In a Société Anonyme (public limited company) with a board of directors, the corporate officers 

are the Chairman of the Board, the Chief Executive Officer, the Deputy CEOs (if any) and the 

directors. Only the Chairman, the Chief Executive Officer and the Deputy CEOs (if any) can be 

referred to as executive directors. 

A legal and tax framework that enables employees who so wish to save through their employer. 

They may make voluntary payments into the scheme or pay in all or some of their profit-sharing 

bonus. The company may top up payments made by its employees. Savings are unavailable 

for five years except under certain conditions for early release. 


CSR 

According to the ISO 26000 standard, CSR is the responsibility of an organisation for the impacts 

of its decisions and activities on society and the environment, through transparent and ethical 

behaviour that: (a) contributes to sustainable development, including health and the welfare 

of society; (b) takes into account the expectations of stakeholders; (c) is in compliance with 

applicable law and consistent with international norms of behaviour; (d) is integrated throughout 

the organisation and practised in its relationships. 

Future 

Gearing 

A forward agreement that constitutes a firm commitment to buy or sell an agreed quantity of 

an underlying asset at an agreed price and at an agreed future date. Futures are standardised 

and listed instruments, relating to reference assets for a standard amount and at set terms. 

The ratio of net debt to equity (including minority interests). 

Directors’ fees 

Annual sum determined by the general meeting in order to remunerate directors for their work 

on the board and, where relevant, board committees. The board of directors is free to set the 

amount payable to each director. Directors’ fees frequently include a variable component so 

that the amount paid to individual directors can be linked to attendance at board meetings. 

Global Compact 

A United Nations initiative launched in 2000 that invites companies, labour organisations and civil 

society to adopt, support and apply in their sphere of influence a set of ten universally accepted 

principles relating to human rights, labour, the environment and anti-corruption. 

For further information: www.unglobalcompact.org 

Dividend 

Earnings per 

share 

EBITDA 

Portion of its profit that a company distributes to each of its shareholders. The amount of the 

dividend is proposed by the board of directors and approved by the general meeting called to 

consider and approve the financial statements for the year ended. 

Net profit attributable to the Group divided by the average number of shares during the year. 

Earnings before interest, taxes, depreciation and amortisation. Current operating profit plus net 

amortisation expense plus net provisions and depreciation expense minus reversals of provisions 

no longer required. 

Greenhouse 

gases 

Grenelle 

Environment 

Summit 

Gases naturally present in the atmosphere (though representing less than 1% of the composition) 

which absorb infrared radiation emitted by the earth and hence contribute to the "greenhouse 

effect". The two most important greenhouse gases are water vapour (H 2 

O) and carbon dioxide 

(CO 2 

). The other main greenhouse gases are methane (CH 4 

), ozone (O 3 

), nitrous oxide (N 2 

O) 

and halocarbons (PFC, CFC). The concentration of greenhouse gases in the atmosphere contributes 

to global warming. 

A series of meetings organised in autumn 2007 by the French government, trade unions, NGOs, 

business organisations and other environmental stakeholders with a view to preparing a body 

of environmental legislation. The Grenelle 1 Act was adopted in July 2009, the Grenelle 2 Act 

was published in the Balo (legal gazette) on 12 July 2010. 

Energy 

efficiency 

Ratio between the useful output and the input in energy terms. Energy efficiency seeks to reduce 

expenditure on energy while preserving identical service quality for the customer with the aim, 

by rationalising energy consumption, of limiting the economic cost and environmental impact 

of energy production. 

GRI (Global 

Reporting 

Initiative) 

A global initiative to develop principles applicable worldwide for rendering account of economic, 

environmental and social performance, initially for companies and subsequently for any governmental 

or non-governmental organisation. 

For further information: www.sommetjohannesburg.org 

Exchange offer 

FCPE 

Firm business 

Floor 

An announcement made by a company or by individuals to the shareholders of another company, 

indicating their intention to acquire the shares of the target company in exchange for other shares. 

Fonds Commun de Placement d’Entreprise. Investment fund reserved for the employees and 

corporate officers of a company or group of companies with a profit-sharing scheme or corporate 

savings plan. Payments into the savings plan may be topped up by a payment from the employer. 

The fund's by-laws must be approved by the AMF. 

Expression in financial terms of the output of a project, entity or company in a given period of 

time. It is equivalent to the company’s book sales. 

An over-the-counter interest rate agreement which enables the buyer, in return for a premium, to 

hedge against or take advantage of a fall in interest rates below a given level (floor or strike rate). 

Internal control Arrangements made by a company and implemented under its responsibility to ensure: a) 

compliance with laws and regulations; b) implementation of instructions and directions given by 

executive management; c) proper functioning of the company’s internal processes, especially 

those relating to the protection of its assets. In order for processes to function correctly, standards 

or operating principles have to be established, along with monitoring indicators; d) reliability of 

financial information (...) (source: AMF reference framework, June 2010). 

Leveraged 

scheme 

An employee savings scheme that enables employees to make an investment corresponding, 

for example, to a single share and, on maturity, to obtain a guarantee or partial protection of 

their investment plus the benefit of all or some of any appreciation in the price of the share, to 

which a multiplier (six, for example) is applied. The leverage is obtained by issuing a larger 

number of shares at a discount (for example, nine times more than the employee’s investment), 

the subscription price being financed by a bank (source: AMF). 

Free cash flow 

Cash flow minus cost of net debt minus income tax expense minus net capital expenditure. It is 

calculated before changes in working capital requirement. 

Lifecycle 

analysis (LCA) 

A method for assessing the environmental impact of a product or service from creation through 

use to destruction (or disappearance). The term "cradle to grave" is often used. The aim of 

lifecycle analysis is to optimise product design in order to minimise the environmental impact. 


7 

Additional 

information 

Glossary 

Liquidity 

Liquidity 

contract 

Market 

capitalisation 

Net capital 

expenditure 

Non-voting 

director 

Par value 

(of a share) 

Performance 

shares 

Preferential 

subscription 

right 

Public offering 

(of financial 

instruments) 

Registered 

share 

The status of a market or stock in which transactions (buying and selling) take place in a fluid 

manner, without sudden fluctuations in price, due to the large number of stocks traded. 

A contract whereby a listed company makes liquid assets and shares available to an investment 

services provider (ISP) which, acting independently, will buy or sell shares in the company when 

the market in its shares is unbalanced. The ISP thus brings additional liquidity to the market in 

the company’s shares and helps to keep trading fluid. 

The number of shares comprising a company’s capital multiplied by the share price at a given 

date. 

Acquisition price of property, plant and equipment and intangible assets minus the price of 

property, plant and equipment and intangible assets sold (and minus any investment subsidies 

obtained). 

In a société anonyme (public limited company) with a board of directors, a director whose role 

is to take an outside view of the board's operation. Non-voting directors attend board meetings 

in a purely advisory capacity. Under Bouygues' by-laws, the general meeting may appoint one 

or more non-voting directors. Bouygues had one non-voting director in 2011. 

The portion of the capital represented by a share. The shareholders are free to set the par value. 

It is not the same as the market price of the share. The par value of a Bouygues share is one euro. 

Shares awarded free of charge by a company under the conditions defined in the French 

Commercial Code to employees or corporate officers of the company or of companies related 

to it, subject to the achievement of certain performance targets. Bouygues has not awarded 

performance shares. 

On any cash capital increase, shareholders have a preferential right to subscribe new shares 

in proportion to the amount of their shareholding. The preferential right is detachable from the 

shares and negotiable during the subscription period; its purpose is to offer financial compensation 

for the dilution that shareholders may suffer if they do not subscribe to the capital increase. 

To facilitate certain financial transactions, such as the arrival of a new shareholder or a capital 

increase reserved for employees, the shareholders’ meeting that decides or authorises a capital 

increase may cancel the preferential subscription right. 

Comprises one of the following transactions: a communication addressed in whatever form and 

by whatever means to persons, containing sufficient information about the conditions of the 

offering and the instruments on offer, such that an investor is in a position to decide whether to 

buy or subscribe the financial instruments concerned; a placement of financial instruments by 

financial intermediaries. 

A form of share ownership where the owner’s name is entered in a register kept by the company. 

Registration is generally the form preferred by shareholders who want the company to know their 

identity and who want to directly receive information for shareholders from it. Shares may be 

directly registered with the company ("nominatif pur") or also registered in a mirror account with 

the custody account-keeper designated by the shareholder ("nominatif administré"). 

Retirement 

savings plan 

(Perco) 

Seveso 

(directive) 

Share 

Share 

repurchase 

tender offer 

Statutory 

auditor 

Sustainable 

development 

Tender offer 

Tunnel 

Voting right 

Working capital 

requirement 

A scheme with tax breaks that enables employees who so wish to save for their retirement by 

acquiring units in one or more corporate investment funds (FCPE) with the help of their employer, 

which may top up payments made by employees. Funds may be released early under certain 

conditions. 

Directive named after the Seveso disaster in Italy in 1976 which requires EU Member States to 

identify industrial sites that represent major accident risks. Sites are given a Seveso classification 

according to the quantities and types of dangerous substances to be found there (e.g. 

low-threshold or high-threshold Seveso site). 

Certificate evidencing ownership of a fraction of the capital of the company that issued it. Shares 

can yield dividends and entitle the holder to vote at general meetings. They may be listed on a 

stock exchange, though listing is not a requirement. Also known as a stock or an equity. 

An announcement made by a company to its shareholders offering to acquire its own shares 

at a given price with a view to cancelling them. The aim of a share repurchase tender offer is 

to automatically increase earnings per share. It may have a positive effect on the market price 

of the share. 

Appointed by the shareholders at the general meeting for a six-year term, the statutory auditor’s 

assignment is to conduct an independent audit of the company financial statements and, where 

relevant, consolidated financial statements of the company to which the appointment relates. 

If satisfied, the statutory auditor certifies that the financial statements give a true and fair view 

of the company’s situation in a report to the shareholders at the general meeting. Companies 

required to publish consolidated accounts must appoint two statutory auditors who are independent 

of each other. 

According to the definition proposed in 1987 by Gro Harlem Brundtland, Chair of the World 

Commission on Environment and Development in the report Our Common Future (the Brundtland 

Report), "sustainable development is development that meets the needs of the present without 

compromising the ability of future generations to meet their own needs". 

An announcement made by a company or by individuals to the shareholders of another company, 

indicating their intention to acquire the shares of the target company at a given price. 

The simultaneous purchase of a cap and sale of a floor, or vice versa. In both cases, the cap 

and the floor must have the same characteristics (amount, maturity, reference floating rate). 

See also Cap and Floor. 

Right that enables shareholders to take part in collective decisions concerning their company. 

Voting rights may be differentiated. For example, the law allows double voting rights to be 

conferred on shares registered in the same name for more than two years. Double voting rights 

were introduced at Bouygues in 1972. 

Current assets minus current liabilities (including current provisions but excluding current financial 

liabilities and debt hedging instruments). 


CSR and environmental indicators: 

note on reporting methodology 

Supplementing the 

extra-financial indicators 

contained in this document, 

this note describes the 

reporting methodology. 

SOCIAL/HR REPORTING IN 

THE BOUYGUES GROUP 

Consolidated social/HR indicators may be found in 

the Corporate, social and environmental responsibility 

section of The Group on pp. 26 to 51. 

Indicators 

The Bouygues group is a diversified industrial 

group. Social/HR reporting indicators are chosen 

and defined by consensus through two monitoring 

committees. 

The Social/HR Reporting Improvement Committee, 

made up of experienced human resources managers 

from the parent company and the Group's 

business areas, determines reporting priorities 

(e.g. constructive industrial relations, health and 

safety) and draws up a map of indicators likely to 

illustrate them, in keeping with the specific features 

of each business line. It reviews each data collection 

exercise with a view to continuous improvement 

in terms of both processes and the reliability 

and relevance of the indicators. 

The HRIS and Indicator Tracking Committee is an 

offshoot of the Social/HR Reporting Improvement 

Committee, made up of employee management 

oversight staff. It precisely defines each indicator 

in terms of scope, computation formula, frequency, 

deadlines, etc. 

All the indicators are summarised in a methodological 

guide, circulated Group-wide. 

As the committee is decentralised, its members 

communicate with each either via BYpedia, the 

Bouygues group's collaborative extranet site. 

Consolidation 

Data are collected, verified and consolidated 

using a reporting software package that includes a 

workflow process with an internal validation circuit. 

There are two main data sources: 

> Group HRIS data, supplied monthly or quarterly 

from business area payroll systems; 

> specific business area data, entered directly. 

Methodological limitations 

Indicators may have methodological limitations 

due in particular to changes of definition between 

two collection exercises that may affect their comparability. 

If that is the case, and unless stated 

otherwise, indicators relating to previous years 

are recalculated. 

CARBON REPORTING IN 

THE BOUYGUES GROUP 

Consolidated indicators may be found in the 

Corporate, social and environmental responsibility 

section of The Group on pp. 26 to 51. 

Aims of carbon reporting 

The quantification of greenhouse gas emissions in 

the Bouygues group has two main aims: 

> to measure the Group's dependence on fossil 

energies, 

> to estimate the pressure of the Group's activities 

on the climate and its exposure to future climate 

change. 

The quantification of greenhouse gas emissions 

is part of the Group's overall sustainable development 

policy. The Group can now: 

> give a transparent account of its greenhouse 

gas emissions, since the estimate is prepared 

on the basis of clearly explained methods; 

> analyse its activities from a new standpoint; 

> reduce, predict and plan: quantifying greenhouse 

gas emissions is an essential precondition 

for an action plan that includes quantified 

and prioritised targets for reducing them. 

Consolidation principles 

and methods 

A pioneer in the use of the Bilan Carbone ® carbon 

balance method, the Group has now implemented 

a reporting system that enables it to comply with 

French and international standards for inventories 

of GreenHouse Gas (GHG) emissions. The 

Group's GHG balance complies with the ISO 

14064 standard. 

Drawing on work on ISO 14069, emissions are 

consolidated using the operational control method. 

The scope of 2011 activity data is representative 

of 2011 sales (Scope 1+2+3). However, certain 

entities are excluded from the scope (mainly 

Eurosport and some Bouygues Immobilier subsidiaries) 

because the methodology is still being 

refined. Emissions from the use of products sold 

in all business areas are explicitly excluded from 

the consolidated estimate because it has proved 

impossible to devise a single rule that is equally 

relevant for all of them. These emissions from 

the use of products sold, labelled Scope 3b for 

BOUYGUES • 2011 Registration Document • ADDITIONAL INFORMATION • Note on reporting methodology • 308

7 

Additional 

information 

Note on reporting 

methodology 

internal purposes, are included in business areas' 

low-carbon proposals. 

The Group's consolidated balance is benchmarked 

on 2011. The schedule for closing the consolidated 

balance of GHG emissions is based on the schedule 

for closing the financial statements: balances 

are closed in February for 12-month periods. For 

works activities in general, emissions are prorated 

over the duration of the project. 

Each business area applies a methodological 

guide that takes account of the specific features 

of its activity, in accordance with the Group's 

methodological rules. The guides precisely set 

out the justification for activity data and the choice 

of emission factors. Activity data (KWh, litres, km, 

etc.) are extracted according to the availability 

of data from current reporting systems, physical 

measurements, converted data and internal ratios 

(kg eq. of CO 2 

per m² built, for example). The ratios 

used are documented and are derived from carbon 

analysis of representative samples of the activity 

concerned in compliance with ISO standards. 

Double counting resulting from flows between 

consolidated entities is eliminated to ensure that 

the consolidated balance is more representative. 

The most significant flows (i.e. works operations 

between Bouygues Construction and Bouygues 

Immobilier) are eliminated. 

Building on cooperation between the Group's business 

areas and methodological partnerships with 

private and public bodies, the Group actively helps 

to reduce method-related uncertainties about GHG 

emission inventories. Uncertainty with regard to the 

benchmark balance varies according to the item 

and the precision of emission factors. Although not 

easy to quantify, the uncertainty relating to emission 

factors may be estimated at nearly a quarter 

of total emissions. 

The carbon intensity of each business area corresponds 

to GHG emissions divided by sales. 

The sales figure used as the divisor complies with 

accounting regulations, and the scope covered 

by GHG emissions complies with the ISO 14064 

standard. 

For the first year of consolidation, the scope of 2011 

GHG emissions covers over 95% of the Group's 

activities, though this figure may vary slightly from 

one subsidiary to another. The level of carbon 

intensity is sometimes slightly underestimated 

but the discrepancy remains within the margin of 

uncertainty. 

BOUYGUES CONSTRUCTION 

In order to ensure that indicators are uniform across 

the entire Bouygues Construction group, a reporting 

methodology handbook in French and English 

is circulated to all staff involved in providing the 

data from which the indicators are constructed. 

The handbook is updated after the previous year's 

data have been consolidated, with contributors 

being invited to give feedback. It describes the 

methodologies to be used for providing data, 

including definitions, methodological principles, 

units, computation formulae and conversion factors. 

All reporting support tools can be downloaded 

from a specific area of the Bouygues Construction 

group's intranet site. 

Data for sustainable development indicators are 

collected, verified and consolidated using Enablon, 

a reporting software package that includes a 

workflow process. 

Scope 

In 2011, the "Global" criterion in the Enablon software 

covered 94% of Bouygues Construction's 

consolidated sales, compared with 99% in 2010. 

Sales-related indicators are computed on that 

basis. The following entities do not consolidate data 

from the entire scope of their activities: Bouygues 

Bâtiment International (80% of consolidated sales); 

Bouygues Travaux Publics (99% of consolidated 

sales); VSL (90% of consolidated sales); ETDE 

(87% of consolidated sales). 

Only social/HR data for the Concessions division 

are included in the report, since its activities are 

not consolidated financially. 

Where an indicator does not cover the entire scope, 

the portion covered is stated. For France, the 

indicators cover 64% of Bouygues Construction's 

total sales. 

HR-related indicators cover all the Group's consolidated 

entities. Some social/HR data were provided 

by Bouygues Construction's group HR department. 

Inclusion of data relating to 

consortia and joint ventures 

Where a project is carried out by a consortium that 

includes several Bouygues Construction companies, 

data relating to the project are provided by 

the lead company only. 

Where a project is carried out by a joint venture, 

data are prorated to the sales generated by the 

Bouygues Construction company concerned. 

Choice of indicators 

A working group comprising a representative 

from each Bouygues Construction entity and 

coordinated by the sustainable development 

department has prepared a reference framework 

of environmental and social/HR indicators that track 

the progress of the Bouygues Construction group's 

sustainable development policy. The group is continuing 

to work on refining the scope of indicators. 

Consolidation 

and validation 

After collection, the data are checked and validated 

by the Bouygues Construction group's 

operating units. Social/HR indicators are approved 

by the group HR department. The sustainable 

development department consolidates the data 

and carries out consistency checks. 

For the first time, an external consultant (Ernst 

& Young) audited a set of key indicators using 2011 

data. The audit concerned several operating units 

and covered the various stages of consolidation 

(operating units, then Bouygues Construction). 

Methodological limitations 

Sustainable development indicators may have 

methodological limitations arising from: 

> limits on the representative nature of measurements 

and estimates, 

> changes of definition that may affect comparability, 

> practical data collection methods. 


Concordance 

Headings of Annex 1, 

EU Regulation No. 809/2004 

Page number of 

Registration Document 

1. Persons responsible 

1.1. Name and position 314 

1.2. Statement 314 

2. Statutory auditors 

2.1. Name and address 167 

2.2. Information to be provided in the event of resignation, dismissal or non-reappointment not applicable 

3. Selected financial information 

3.1. Selected historical financial information 14-17, 209, 311 

3.2. Interim financial information not applicable 

4. Risk factors 

4.1. Business-specific risks 136-147 

4.2. Market risks 147-148, 228-229, 247, 256-257, 276 

4.3. Claims and litigation 148-154 

4.4. Insurance – Risk coverage 155 

5. Information about the issuer 

5.1. History and development of the issuer 9 

5.1.1. Business and trade name 210 

5.1.2. Place of registration and registration number 210 

5.1.3. Date of incorporation and length of life 210 

5.1.4. Domicile, legal form, governing law, country of incorporation, address, telephone number 210 

5.1.5. Important events 18-23 

5.2. Investments 

5.2.1. Principal investments made 16-18, 20-21 

5.2.2. Principal investments in progress 23 

5.2.3. Principal future investments on which management bodies 

have already made firm commitments 22-23 

6. Business overview 

6.1. Principal activities 

6.1.1. Nature of operations and principal activities 8-11, 18-23, 54-135 

6.1.2. Significant new products and/or services introduced 18-23, 72, 112-118 

6.2. Principal markets 8-9, 14, 54-59, 70-77, 84-90, 100-105, 112-117, 130-133 

6.3. Exceptional factors 18-23 

6.4. Dependence on patents, contracts or manufacturing processes 115-116, 143-146, 151-154 

6.5. Basis for statements regarding competitive position 21, 57-58, 86, 103-105 

7. Organisational structure 

7.1. Brief description of the Group 8-11 

7.2. Significant subsidiaries 8-9, 267-268 

8. Property, plant and equipment 

8.1. Material tangible fixed assets 23, 86-87, 233, 274 

8.2. Environmental issues that may affect utilisation of tangible fixed assets 43-45, 78, 92-93 

9. Operating and financial review 

9.1. Financial situation 4-5, 9, 14, 16-17 

9.2. Operating results 9, 14-15 

9.2.1. Significant factors materially affecting income from operations 4-5, 14-15 

9.2.2. Material changes in net sales or revenues 14-15 

9.2.3. Policies or factors that have materially affected 

or could materially affect operations 4-5, 14-17, 54-59, 70-77, 84-90, 

100-105, 112-117, 130-133, 148-154 

10. Capital resources 

10.1. Capital resources 204-209, 216, 218, 229, 242-243, 269, 274-275 

10.2. Cash flow 219, 232, 240, 264, 270 

10.3. Borrowing requirement and funding structure 147-148, 228-229, 246-248, 275 

10.4. Restrictions on the use of capital resources 147-148, 228-229 

10.5. Anticipated sources of funds 228-229 

11. Research and development, patents and licences 26-28, 48-50, 59-61, 67, 69, 72, 76, 

79-80, 82, 87, 95, 107, 114-115 

12. Trend information 

12.1. Most significant trends since the end of the last financial year 5, 17, 22-23, 221-222 

12.2. Trends in the current financial year 5, 17, 22-23, 54-55, 70-71, 84-85, 100-101, 112-113, 133 

13. Profit forecasts or estimates not disclosed 

14. Administrative, management and supervisory bodies and senior management 

14.1. Administrative, management and supervisory bodies and senior management 12-13, 158-166, 168-182 

14.2. Conflicts of interest 171, 173-174, 176 

15. Remuneration and benefits 

15.1. Amount of remuneration and benefits in kind 38, 190-198, 263, 278, 287 

15.2. Amounts set aside to provide pension, retirement or similar benefits 198, 260-263 

16. Board practices 

16.1. Expiry date of current terms of office 158-166 

16.2. Service contracts with members of administrative, management or supervisory bodies 171, 176 

16.3. Information about the Audit Committee and Remuneration Committee 170, 177-179, 180-181 

16.4. Statement about compliance with the prevailing corporate governance regime 168-169 

BOUYGUES • 2011 Registration Document • ADDITIONAL INFORMATION • Concordance • 310

7 

Additional 

information 

Concordance 

17. Employees 

17.1. Number of employees 29, 35-37, 41, 260, 278 

17.2. Shareholdings and stock options of persons referred to in point 14.1. 158-166, 194-199, 263 

17.3. Arrangements for involving employees in the capital 8, 36, 194-198, 262 

18. Major shareholders 

18.1. Shareholders owning over 5% of the share capital or voting rights 9, 158, 199-200 

18.2. Existence of different voting rights 210 

18.3. Control of the issuer 200 

18.4. Known arrangements, the operation of which may result in a change of control 200 

19. Related party transactions 130, 237-239, 263, 276, 290-294 

20. Financial information concerning assets and liabilities, 

financial position and profits and losses 

20.1. Historical financial information 216-279, 311 

20.2. Pro forma financial information not applicable 

20.3. Financial statements 216-279, 311 

20.4 Auditing of historical annual financial information 

20.4.1. Statement that the historical financial information has been audited 314 

20.4.2. Other information in the Registration Document which has been audited by the auditors 287-295 

20.4.3. Financial data not extracted from audited financial statements 314 

20.5. Date of latest financial information 216, 269 

20.6. Interim and other financial information not applicable 

20.7. Dividend policy 9, 25 

20.7.1. Amount of the dividend per share 9, 15, 25, 283, 296 

20.8. Legal and arbitration proceedings 147-154 

20.9. Significant change in financial or trading position 4-5, 14-17 

21. Additional information 

21.1. Share capital 

21.1.1. Amount of issued capital and information about shares 8, 25, 199-208 

21.1.2. Shares not representing capital not applicable 

21.1.3. Shares held by the issuer or subsidiaries of the issuer 199, 204-208 

21.1.4. Convertible securities, exchangeable securities, securities with warrants 205-206 

21.1.5. Terms of any acquisition rights and/or obligations over authorised 

but unissued capital or an undertaking to increase the capital 204-206 

21.1.6. Information about the capital of any member of the Group which is under option 

or agreed to be put under option 211 

21.1.7. History of share capital 204-208 

21.2. Memorandum and by-laws 

21.2.1. Purpose 210 

21.2.2. Provisions with respect to members of administrative, management and supervisory bodies 168-189 

21.2.3. Rights, preferences and restrictions attached to each class of share 210 

21.2.4. Action necessary to change the rights of shareholders 210 

21.2.5. Conditions governing the manner in which general meetings are called 210 

21.2.6. Provisions whose effect would be to delay, 

defer or prevent a change of control 205-208, 210-212, 284-285, 297-298 

21.2.7. Provisions governing the threshold above 

which shareholder ownership must be disclosed 210-211 

21.2.8. Conditions governing changes in the capital 205-206, 284-286, 297-298 

22. Material contracts 18-23 

23. Third-party information, expert statements and declarations of intent 

23.1. Expert declarations 94 

23.2. Information from a third party 94 

24. Documents on display 212 

25. Information on holdings 4-157, 267-268, 278-279 

Historical financial information for 2009 and 2010 

Pursuant to Article 28 of Commission Regulation EC No. 809-2004 of 29 April 2004, the following information is included 

by reference in this Registration Document: 

> interim financial information and the consolidated financial statements for the year ending 31 December 2009 and 

the auditors' reports relating thereto, presented respectively on pages 12 to 15, 177 to 230 and 253 of the 2009 

Registration Document filed with the Autorité des Marchés Financiers on 15 April 2010 under No. D. 09-0266; 

> interim financial information and the consolidated financial statements for the year ending 31 December 2010 and 

the auditors' reports relating thereto, presented respectively on pages 14 to 17, 222 to 274 and 299 of the 2010 

Registration Document filed with the Autorité des Marchés Financiers on 14 April 2011 under No. D.10-0295. 

These documents are available in the "Finance/Shareholders" section of the Bouygues website at www.bouygues.com. 


FULL-YEAR FINANCIAL REVIEW 

The 2011 full-year financial review, prepared pursuant to Article L. 451-1-2-I of the Monetary and Financial 

Code and Article 222-3 of the AMF General Regulation, comprises the following sections of the Registration 

Document: 

Pages of the Registration Document 

> Parent company financial statements 269-279 

> Consolidated financial statements 216-268 

> Management report 8-167, 190-212, 283-286 

> Statement by the person responsible for the Registration Document 314 

> Auditors' report on the parent company financial statements 287 

> Auditors' report on the consolidated financial statements 288 

MANAGEMENT REPORT 

The management report for 2011 prepared pursuant to Article L. 225-100 of the French Commercial Code 

is included in this Registration Document. It was approved by the Board of Directors at its meeting on 

28 February 2012. It contains the following information (unless otherwise stated, the numbers in brackets 

refer to the relevant articles of the Commercial Code): 

Pages of the Registration Document 

> Review of the business, results and financial position of the company, 

its affiliates and companies under its control during the year 

(L. 225-100, L. 225-100-2, L. 232-1, L. 233-6, L. 233-26, R. 225-102) 8-21, 54-133 

> Dividends paid out in respect of the last three years (Article 243 bis of the General Tax Code) 9, 209 

> Foreseeable developments, outlook (L. 232-1-II, L. 233-26, R. 225-102) 17, 54-59, 70-76, 84-87, 100-103, 112-115, 133 

> Important events since the end of the year (L. 232-1-II, L. 233-26) 22-23 

> Research and development activities (L. 232-1-II, L. 233-26) 26-28, 48-50, 59-61, 63, 67, 69, 72, 76, 79-80, 

82, 87, 95, 107, 114-115, 127, 133 

> Key performance indicators of a non-financial nature (L. 225-100, L. 225-100-2) 29-50, 65-69, 81-83, 97-99, 

109-111, 123-127 

> Main risks and uncertainties (L. 225-100, L. 225-100-2) 136-155 

> Information about the company’s use of financial instruments (L. 225-100, L. 225-100-2) 147-148 

> Powers granted by the Annual General Meeting to the Board of Directors in connection 

with capital increases (L. 225-100) 205-206 

> Information liable to have an effect in the event of a tender offer (L. 225-100-3) 211-212 

> Employee shareholdings (L. 225-102) 8-9, 36, 199-200, 206 

> Remuneration of corporate officers (L. 225-102-1, L. 225-37) 190-198 

> Remits and functions performed by corporate officers (L. 225-102-1) 158-166 

> Summary of securities transactions carried out by senior executives 

(Article 223-26 of the AMF General Regulation, Article L. 621-18-2 of the Monetary and Financial Code) 203 

> Purchases and sales of treasury stock (L. 225-211) 207-208, 284-285 

> Changes to the presentation of full-year financial statements or the valuation methods used (L. 232-6) not applicable 

> Acquisitions of holdings in or control over companies having 

their registered office in France (L. 233-6) 21, 105, 117 

> Share ownership (L. 233-13) 9, 199-200 

> Controlled companies (L. 233-13) 8-9, 267-268 

> Company’s results in the last five years (R. 225-102) 209 

> Breakdown of trade payables (L. 441-6-1, D. 441-4) 212 

> Workforce information (L. 225-102-1, R. 225-104) 

- total headcount, hires (permanent and fixed-term contracts), 

recruitment, dismissals, overtime, temporary staff; 29, 33, 35-36, 41, 61-62, 68, 77-78, 91, 98, 110 

- redundancy and job preservation plans, outplacement measures, 

re-hires, support measures; 91 

- organisation and length of work time, absenteeism; 30-33, 62, 69, 83, 110-111, 126 

- pay and trends, social security contributions; 38, 69, 92, 98, 110 

- profit-sharing and company savings plans; 36, 69, 92, 111, 126 

- gender equality in the workplace; 32, 39-40, 62, 66, 68, 81, 83, 92, 98, 110, 120, 124, 126 

- workforce relations, collective agreements; 30, 34, 38, 63, 83, 111 

- health and safety; 30-32, 60-62, 64, 66, 68-69, 77, 83, 93-94, 99, 

111-112, 120, 123, 126 

- training; 37, 42, 62, 66, 69, 77, 81, 83, 92, 98, 109, 111, 124, 126 

- employment and integration of disabled workers; 39, 62-63, 66, 68, 78, 81, 83, 92, 120, 124, 126 

- social services; 38, 47, 68-69, 77-78, 83, 96, 106, 109, 111, 121, 124-125 

- extent of subcontracting; 136, 146 

- way in which the company takes account of the territorial impact 

of its activities in terms of employment and regional development; 26-28, 32, 46-48, 64, 68, 77-80, 82, 90-91, 

93, 106, 108-109 

- relations between the company and integration associations, 

educational institutions, environmental protection associations, 

consumer associations and local residents; 26-28, 30, 32, 46-47, 63-65, 68, 77-80, 82, 90-91, 93, 

97, 99, 106, 108-110, 112, 119, 121, 123-124 

- way in which the company promotes the provisions 

of ILO core conventions to subcontractors and ensures compliance 

with them by its affiliates; 26, 28-29, 33, 49-50, 62-65, 68, 79-80, 92, 

108-109, 111, 118-119, 123, 127 

- way in which the company’s foreign affiliates take account of the impact 

of their activities on regional development and local people. 26, 30, 46, 62, 64-65, 68, 80, 82, 91, 94, 97, 109, 124 

> Environmental information (L. 225-102-1, R. 225-105) 

- consumption of water, raw materials and energy, 

measures taken to improve energy efficiency and use 

of renewable energy sources; 26-28, 43-45, 48-49, 56, 59-61, 65, 67, 69, 72-73, 75-76, 

78-79, 81, 83, 92-95, 97, 99, 109-112, 121-122, 125, 127 

- conditions of soil use, discharges into the atmosphere, 

water and soil that seriously affect the environment, 

noise and smells, waste; 26-28, 43-45, 59-61, 63, 65, 67, 69, 72, 76, 78, 80, 83, 

92-95, 97, 99, 111, 121-122, 125-127, 132 

- steps taken to limit damage to the biological balance, 

the natural environment and protected species 

of flora and fauna; 26-28, 43-45, 48-49, 59-61, 65, 67, 69, 72, 76, 

92-95, 97-99, 121-122, 125-132 

BOUYGUES • 2011 Registration Document • ADDITIONAL INFORMATION • Concordance • 312

7 

Additional 

information 

Concordance 

- classified installations; 44-45, 140-141 

- steps taken to obtain environmental evaluation 

or certification; 26-28, 60, 64-65, 67-68, 72, 80-81, 83, 90, 92, 99, 125 

- steps taken to ensure that the company’s activity complies 

with the relevant laws and regulations in this area; 44-45, 64, 80, 92-93, 109-110, 128, 139-141 

- expenditure incurred in forestalling the environmental 

consequences of the company’s activity; 60, 67-68, 90 

- existence within the company of environmental management 

and employee training and information units and resources devoted 

to reducing environmental risk, organisation in place to cope 

with accidents that cause pollution; 28, 48-49, 59-61, 63-64, 91, 118, 139-141, 146 

- amount of provisions and guarantees for environmental risks, 

except if such information is likely to cause serious harm 

to the company in pending litigation; 140 

- amount of compensation paid during the year in execution 

of a court order relating to the environment and action taken 

to remedy damage caused to the environment; 154 

- objectives set by the company for its foreign affiliates. 62-95 

CHAIRMAN'S REPORT ON CORPORATE GOVERNANCE AND 

INTERNAL CONTROL 

The Chairman's report on corporate governance and internal control, prepared pursuant to Article 

L. 225-37 of the French Commercial Code, may be found on pages 168 to 189 of this Registration Document. 


STATEMENT BY THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT 

I hereby declare that, to the best of my knowledge, the information in this Registration Document is correct and that all reasonable measures have been 

taken to that end. There are no omissions likely to alter the scope of this information. 

I hereby declare that, to the best of my knowledge, the financial statements have been prepared in accordance with the applicable set of accounting 

standards and give a true and fair view of the assets, liabilities, financial positions and results of the company and all the undertakings included in the 

consolidation taken as a whole; and that the management report on pages 8 to 167, 190 to 212 and 283 to 286 includes a fair review of the development 

and performance of the business, the results and the financial position of the company and all the undertakings in the consolidation taken as a whole, 

together with a description of the principal risks and uncertainties that they face. 

I have received a completion letter from the Statutory Auditors stating that they have verified the information concerning the financial situation and the 

financial statements set forth in this Registration Document, which they have read in full. 

A Statutory Auditors' report has been issued in respect of the consolidated financial statements for the year ended 31 December 2010 included by 

reference in this document and is included by reference on page 311 of this document; it contains an observation. A Statutory Auditors' report has been 

issued in respect of the consolidated financial statements for the year ended 31 December 2009 included by reference in this document and is included 

by reference on page 311 of this document; it contains observations. 

Paris, 

11 April 2012 


Chairman and Chief Executive Officer 

BOUYGUES • 2011 Registration Document • ADDITIONAL INFORMATION • Statement by the person responsible for the Registration Document • 314

The Bouygues Registration 

Document 

Printed in France, the Bouygues Registration Document is available 

on the www.bouygues.com website three weeks before the 

Combined Annual General Meeting. 

In response to changing habits and to avoid waste, Bouygues 

has decided to keep the print run to a strict minimum (1,200 copies). 

When stocks are exhausted, a digital Print On Demand 

(POD) service is available on the Group website at Finance/ 

Shareholders – Publications. 

Environmental trade marks, labels 

and standards 

> Offset printing by Typoform: printed by a PEFC-certified 

printer with the Imprim’vert ® trade mark. 

> Digital printing on demand by Alain Gilles Group: printed 

by a printer with an ISO 14001-certified environmental management 

system (2004) and the Imprim’vert ® trade mark on 

paper with the European Ecolabel, made without chlorine 

and entirely from FSC ® certified recycled pulp. 

Environmental preservation 

Help us to preserve the environment by keeping this document. 

If not, please recycle it by disposing of it in an appropriate 

container. Bouygues pays a contribution to EcoFolio, a body 

that organises, finances and supports the collection, sorting 

and recycling of paper in France. 

On www.bouygues.com 

The Bouygues Registration Document and documents from 

previous years can be downloaded from the Group's website. 

The interactive version of the Registration Document offers a 

number of useful functionalities: 

> a powerful, keyword-driven search engine to help you find 

information quickly, 

> the option of inserting comments and e-mailing the annotated 

document, 

> a print basket for selective printing, 

> rollover links to other Group websites. 

A condensed version of the Registration Document, Bouygues' 

In Brief, is also available on the website. Published in conjunction 

with the full-year results presentation, it includes a summary 

of the past year and key indicators, enhanced with videos, slide 

shows, additional documents and links to other Group websites. 

To access Bouygues' In Brief directly, 

flash the code opposite using a smartphone 

previously equipped with this 

application. 

Contacts 


Headquarters 

> Tel.: +33 1 44 20 10 00 

Shareholders and investors 

Valérie Agathon 

Investor Relations Director 

> Tel.: +33 1 44 20 10 79 

> E-mail: investors@bouygues.com 

Registered Share Service 

Bouygues offers a free account-keeping service to holders of 

fully registered shares (see also Bouygues and its shareholders 

on p. 24). 

Philippe Lacourt–Claudine Dessain 

> Tel.: +33 1 44 20 11 07/10 73 

Free toll number: 0 805 120 007 

(free from a fixed line in France) 

> E-mail: servicetitres.actionnaires@bouygues.com 

> Fax: +33 1 44 20 12 42 

Bouygues group Press Office 

> Tel.: +33 1 44 20 12 01 

> E-mail: presse@bouygues.com 

Coordination: Bouygues group Corporate Communications Department, 32 avenue Hoche, 75378 Paris cedex 08. April 2012. Translation: Adrian Shaw, Stephen Reynolds, VO Paris and Bouygues Translation Department. Design and production: AC 2 Communication. Interactive document 

on bouygues.com: Bee-Buzziness. Printers: Typoform, Alain Gilles Group. 

Cover: headquarters of Bouygues Construction, Bouygues Immobilier, Colas and TF1; Sequana (home of Bouygues Telecom's sales, marketing and support departments). Picture credits: Alstom photo library (pp. 130, 132, 133), Air Images (p. 10), D. Mac Allan (p. 58), S. Arbour (p. 86), 

T. Baes (p. 92), V. Bauza (p. 51), F. Berthet (cover, p. 156), J. Bertrand (pp. 84, 96), J.-D. Billaud (p. 89), Y. Chanoit (cover, p. 56), C. Chevalin (p. 106), A. Da Silva/Graphix-Images (cover, back cover, pp. 10, 11, 13, 18, 44, 64, 71, 77, 78, 113, 120, 128), J. David (pp. 13, 51, 158-160, 162, 

164-166), M. Demarre (p. 55), A. Février (back cover, p. 131), É. Flogny (p. 60), 2011-Gaumont-Quad (pp. 21, 104), D. Giannelli (p. 11), N. Guérin (p. 13), D. Hadria (p. 50), M. Josse (pp. 2, 6, 26, 134, 136), O. Lalin (pp. 27, 46), É. Legouhy (p. 13), B. Lévy (pp. 48, 61), G. Malmasson (p. 10), 

É. Matheron-Balaÿ (pp. 112, 114), G. Murat (p. 108), Nils HD (p. 106), S. Noizat (p. 116), P. Perrin (p. 75), A. Pérus (p. 24), Presse Sports (p. 100), P.-E. Rastoin (p. 4), Roncen/TF1 (p. 107), F. Sautereau (pp. 2, 52), É. Sempé (p. 70), P. Stroppa (p. 85), J.-M. Sureau (cover), T. Valletoux (pp. 21, 

104), L. Zylberman/Graphix-Images (cover, pp. 3, 8, 10, 11, 21, 41, 280). Architects: Anma-Artefactory (p. 54), As Architecture-Studio (p. 10); Arquitectonica (cover), Atelier 115 (pp. 10, 70), Chaix & Morel et Associés (p. 11), Didier Rogeon Architecte (p. 57), Hellmuth, Obata & Kassabaum 

(HOK) (p. 10), Kengo Kuma (p. 72), R. Lopez & Associés, J. Mérat (p. 20), C. de Portzamparc (cover, p. 20), K. Roche (cover, back cover), K. Roche J. Dinkeloo & Associates/SRA-Architectes (back cover), Saubot et Jullien (cover), C. Thomas (pp. 20, 72), R. Piano (p. 23), P. Riboulet (cover), 

Valode & Pistre (p. 22), Jean-Michel Wilmotte - Impact communication-Zoko productions (p. 75). 



Headquarters 


75378 Paris cedex 08 

France 

Tel.: +33 1 44 20 10 00 

www.bouygues.com 

BOUYGUES CONSTRUCTION 

Headquarters 

Challenger 

1 avenue Eugène Freyssinet – Guyancourt 

78061 Saint-Quentin-en-Yvelines cedex 

France 

Tel.: +33 1 30 60 33 00 

www.bouygues-construction.com 

32 Hoche, headquarters of the Bouygues group 


Headquarters 

3 boulevard Gallieni 

92445 Issy-les-Moulineaux cedex 

France 

Tel.: +33 1 55 38 25 25 

www.bouygues-immobilier.com 

COLAS 

Headquarters 

7 place René Clair 

92653 Boulogne-Billancourt cedex 

France 

Tel.: +33 1 47 61 75 00 

www.colas.com 

TF1 

Headquarters 

1 quai du Point du Jour 

92656 Boulogne-Billancourt cedex 

France 

Tel.: +33 1 41 41 12 34 

www.tf1.fr 

Challenger, headquarters of Bouygues Construction, undergoing environmental renovation 


Headquarters 


75008 Paris 

France 

Tel.: +33 1 44 20 10 00 

www.bouyguestelecom.fr

Registration Document BOUYGUES

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