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Regulated agreements

Pursuant to Article L. 225-40-2 of the French Commercial Code, the regulated agreements entered into by Bouygues are presented below.

Shared service agreements between Bouygues and 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 13 November 2019, the Board of Directors authorised the renewal of these agreements for a period of one year starting 1 January 2020.

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:

  • Bouygues Construction: Olivier Bouygues, William Bouygues and Olivier Roussat (directors), Philippe Marien (standing representative of Bouygues on the Board of Directors of Bouygues Construction);
  • Colas: Oliver Roussat (Chairman of the Board of Directors), Olivier Bouygues and Colette Lewiner (directors), Philippe Marien (standing representative of Bouygues on the Board of Directors of Colas);
  • TF1: Martin Bouygues, Olivier Bouygues and Olivier Roussat (directors), Philippe Marien (standing representative of Bouygues on the Board of Directors of TF1);
  • Bouygues Telecom: Olivier Roussat (Chairman of the Board of Directors) Olivier Bouygues and Charlotte Bouygues (directors), Philippe Marien (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: SCDM, a company owned by Martin Bouygues and Olivier Bouygues, contributes to initiatives in favour of the Bouygues group on an ongoing basis (research and analysis into strategic developments and the growth of the Bouygues group, multi-year plans, research and analysis into major investments and divestments).

SCDM may also supply Bouygues with specific services other than those provided as part of its ongoing role.

For its part, Bouygues provides SCDM with specific services, principally management, human resources, information technology, and legal and financial services.

Duration: On 13 November 2019, the Board of Directors authorised the renewal of this agreement for a period of one year starting 1 January 2020.

Financial terms: Under the terms of this agreement, SCDM invoices Bouygues for costs actually incurred, subject to a cap of €7 million a year:

  • salaries, in an amount corresponding to:
    - the remuneration awarded to Martin Bouygues and Olivier Bouygues by the Bouygues Board of Directors, at the proposal of the Selection and Remuneration Committee, for their duties as corporate officers. This amount includes a fixed and a variable component, as well as the corresponding social security and tax charges;
    - remuneration paid to their teams as consideration for assignments carried out for Bouygues, as well as the corresponding tax and social security charges;
  • specific services, invoiced at arm’s length rates.

Similarly, specific services provided by Bouygues on behalf of SCDM are invoiced at arm’s length rates

Persons concerned:

SCDM: Martin Bouygues (Chairman), Olivier Bouygues (CEO), Charlotte Bouygues (standing representative of SCDM on the Board of Directors of Bouygues), William 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 Olivier Bouygues, who are paid exclusively by SCDM, and of the members of the small team that works with them to carry out the research and analysis mentioned above, as well as 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.

 

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 13 November 2019, 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 2020.

Financial terms: Flat fee of €350,000 excluding VAT payable to Bouygues for 2020.

Persons concerned:

Bouygues Telecom: Olivier Roussat (Chairman of the Board of Directors), Olivier Bouygues and Charlotte Bouygues (directors), Philippe Marien (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.

 

Bouygues Group Internal Charter on regulated agreements

(Updated: 27 January 2020)