Magazine
Our websites
Les sites du groupe
  • Bouygues SA
  • Services
  • Filiales

Regulated agreements and commitments

Publication on regulated agreements pursuant to Article L. 22-10-13 of the French Commercial Code

Shared service agreements between Bouygues, Bouygues Construction, Colas, TF1 and Bouygues Telecom

Purpose: The purpose of these agreements is to determine the conditions under which Bouygues provides its subsidiaries with various services, principally management, human resources, information technology, and financial and legal services.

Duration: On 18 November 2019, the Board of Directors authorised the renewal of these agreements for a period of one year starting 1 January 2021.

Financial terms: The principle behind these agreements is based on rules for allocating and invoicing the cost of shared services, including specific services and a share of residual costs, up to a limit expressed as a percentage of sales of the subsidiary concerned. The share of residual costs is invoiced to the subsidiary concerned at cost plus a margin of 10% for high value-added services and 5% for low value-added services.

Persons concerned:

  • Regarding the shared service agreement between Bouygues and Bouygues Construction: Olivier Roussat (director) and Pascal Grangé (standing representative of Bouygues on the Board of Directors of Bouygues Construction);
  • Regarding the shared service agreement between Bouygues and Colas: Oliver Roussat (Chairman of the Board of Directors), Olivier Bouygues and Colette Lewiner (directors) and Pascal Grangé (standing representative of Bouygues on the Board of Directors of Colas);
  • Regarding the shared service agreement between Bouygues and TF1: Olivier Bouygues and Olivier Roussat (directors) and Pascal Grangé (standing representative of Bouygues on the Board of Directors of TF1);
  • Regarding the shared service agreement between Bouygues and Bouygues Telecom: Olivier Roussat (Chairman of the Board of Directors) Olivier Bouygues and Edward Bouygues (directors) and Pascal Grangé (standing representative of Bouygues on the Board of Directors of Bouygues Telecom).

Reasons justifying the benefit of these agreements for Bouygues: Shared service agreements are standard in groups of companies. They enable Bouygues subsidiaries (in return for a fee) to benefit from services and assistance provided by the parent company (principally management, human resources, information technology, and financial and legal services), and to allocate the corresponding expenses between the various user companies.

 

Service agreement between Bouygues and SCDM

Purpose: The purpose of this agreement is to determine the conditions under which SCDM contributes to initiatives in favour of the Bouygues group on an ongoing basis (research and analysis principally into strategic developments and the growth of the Bouygues group, multi-year plans, research and analysis into major investments and divestments). For its part, Bouygues provides assistance and support services to SCDM, particularly in the areas of cash management, human resources management and IT support.

Duration: On 17 February 2021, the Board of Directors authorised this agreement for a period of one year starting 1 January 2021.

Financial terms: Under the terms of this agreement, SCDM invoices Bouygues for costs actually incurred, subject to a cap of €2 million a year.

Specific services provided by Bouygues on behalf of SCDM are invoiced at arm’s length rates.

Persons concerned:

SCDM: Martin Bouygues (Chairman of SCDM), Olivier Bouygues, Edward Bouygues (standing representative of SCDM on the Board of Directors of Bouygues) and Cyril Bouygues (standing representative of SCDM Participations on the Board of Directors of Bouygues).

Reasons justifying the benefit of this agreement for Bouygues: This agreement enables Bouygues to benefit from the services of Martin Bouygues and of the members of the small team that works with him to carry out the research and analysis mentioned above, as well as the various specific services that benefit the Group.

This agreement also enables Bouygues to be remunerated by SCDM for the various specific services that Bouygues carries out on behalf of SCDM.


 

Cross-charging agreements for senior executives’ pension contributions between Bouygues and Bouygues Construction, Colas, TF1 and Bouygues Telecom

Purpose: The purpose of these agreements is to determine the conditions under which Bouygues cross-charges to Bouygues Construction, Colas, TF1 and Bouygues Telecom the portion of the supplementary pension contributions premiums paid to the insurance company for the benefit of their senior executives.

Duration: On 18 November 2019, the Board of Directors authorised the renewal of these agreements for the 2020 and 2021 financial years, i.e. from 1 January 2020 to 31 December 2021.

Financial terms: In November 2020, Bouygues entered into a contract with an insurance company to outsource the management of the supplementary pension scheme for senior executives on terms in line with market practice.

Persons concerned:

  • Regarding the cross-charging agreement between Bouygues and Bouygues Construction: Olivier Roussat (director) and Pascal Grangé (standing representative of Bouygues on the Board of Directors of Bouygues Construction);
  • Regarding the cross-charging agreement between Bouygues and Colas: Oliver Roussat (Chairman of the Board of Directors), Olivier Bouygues and Colette Lewiner (directors) and Pascal Grangé (standing representative of Bouygues on the Board of Directors of Colas);
  • Regarding the cross-charging agreement between Bouygues and TF1: Olivier Bouygues and Olivier Roussat (directors) and Pascal Grangé (standing representative of Bouygues on the Board of Directors of TF1);
  • Regarding the cross-charging agreement between Bouygues and Bouygues Telecom: Olivier Roussat (Chairman of the Board of Directors) Olivier Bouygues and Edward Bouygues (directors) and Pascal Grangé (standing representative of Bouygues on the Board of Directors of Bouygues Telecom).

Reasons justifying the benefit of these agreements for Bouygues: These agreements enable the principal subsidiaries to grant supplementary pension benefits to their senior executives and to enable Bouygues to recover from those subsidiaries the amount of premiums paid in respect of contributions relating to their senior executives.

 

Amendment to the internal audit service agreement between Bouygues and Bouygues Telecom

Purpose: The purpose of this agreement is to determine the conditions under which Bouygues provides its subsidiary Bouygues Telecom with internal audit services.

Duration: On 18 November 2020, the Board of Directors authorised the conclusion of an amendment to the internal audit service agreement with Bouygues Telecom, to extend it to 31 December 2021.

Financial terms: Flat fee of €350,000 excluding VAT payable to Bouygues for 2021.

Persons concerned:

Bouygues Telecom: Olivier Roussat (Chairman of the Board of Directors), Olivier Bouygues and Edward Bouygues (directors) and Pascal Grangé (standing representative of Bouygues on the Board of Directors of Bouygues Telecom).

Reasons justifying the benefit of this agreement for Bouygues: This agreement enables Bouygues to provide its subsidiary, in return for a fee, with internal audit services specific to the telecoms business that contribute to the smooth operation of Bouygues Telecom.

(Updated: 25 February 2021)