Every person that arrives at Bureau Veritas has made a conscious decision to join a Business to Business to Society company. Together, we form a diverse community of over 82,000 employees in 140 countries whose ultimate vision is to address major societal challenges to Shape a World of Trust.

OUR PEOPLE: THE COMPANY’S MOST VALUABLE ASSET

As a service company, our reputation, our added value and our development depends largely on our expertise, our knowledge and our ability to support our clients. Continuous learning and ongoing development and growth are the foundations from which we build. This is why at Bureau Veritas we strive to attract, develop and retain the best people. Our company’s growth and organizational resilience enable us to invest in learning and development for our people so they can become even more effective, knowledgeable and relevant in meeting and anticipating our clients’ needs.

The engagement and wellbeing of our employees is key to our success. In 2022, Bureau Veritas conducted an internal engagement survey (BVocal) among 50,000 employees (38,000 in 2021) to measure and gather their insights on their experience at the company. Feedback is received confidentially and is used to take actions to continuously improve our culture and our employees’ experience.

A COMMON CULTURE UNITING OUR PEOPLE

Our 82,000 employees are united by some values, precise expectations and Absolutes that are at the core of Bureau Veritas’ identity. By definition, the Group’s mission of Shaping a World of Trust requires independence, impartiality and integrity. For this reason, Ethics is one of its three Absolutes, together with Safety and Financial control.

The same ethical principles guide the actions and behaviors of all BV Trust Makers, whether they work in a laboratory, or an office, or at our clients, in a factory or on a construction site.

UNPARALLELED EXPERTISE IN ALL AREAS THAT CONTRIBUTE TO THE GLOBAL ECONOMY

Our people draw on their knowledge and expertise to support our clients throughout the world, supporting them to reduce risks associated with health and safety, quality, environmental protection and human rights. Our daily work spans across multiple sectors and markets, and our expertise responds to major challenges ranging from the energy transition to new forms of mobility, including best business practices and the resilience of supply chains. To work in Testing, Inspection and Certification (TIC) is to be at the forefront of the societal challenges of today and tomorrow. The breadth and depth of our knowledge and services represent an undeniable competitive advantage for Bureau Veritas as a service company. And for our employees, it is a unique opportunity to leave their mark and have a positive impact on both people and the planet.

OUR PEOPLE: SHAPING OUR FUTURE

In 2022, five high-potential young Bureau Veritas leaders participated in the annual One Young World Summit in Manchester. Over three days, 2,000 young leaders from 190 countries gathered with more than 100 advisors. Together, they discussed critical topics such as ethical leadership, climate change, ocean regeneration, women in STEM and LGBT+ challenges and opportunities. They attended plenary sessions as well as hands-on workshops that gave them opportunities to learn, share ideas and network with other young leaders. It was a unique experience enabling them to gain insight into and reflect upon how they personally and professionally can positively impact these issues and the leading role that Bureau Veritas can play in addressing some of the world’s most pressing challenges.

OUR PEOPLE: ARCHITECTS OF SUSTAINABILITY

Being part of Bureau Veritas means supporting our clients in their approach to Sustainability. It also means putting Sustainabilty at the heart of our own company’s shared culture and learning programmes. Sustainability and being a responsible company are at the heart of our business, and we hold ourselves to account in the commitments we make to our clients, shareholders and to ourselves, and ensure we act consistently and in full alignment with the expertise and the services that we offer.

The commitment of our people enables us to put our CSR strategy Shaping a Better World into practice. The Group has set itself very ambitious CSR goals for 2025. These include increasing female representation in leadership, lowering our accident rate, reducing our carbon footprint per employee and ensuring each employee is trained to our Code of Ethics. To achieve our CSR goals, we will continue to boost skills and reinforce a common culture around Sustainabilty. To support this, BV has launched the Sust’Enablers platform, which provides all of our people with the support they need to understand how Sustainabilty is core to everything we do at BV.

It is with great pride, appreciation for our employees and gratitude to our 400,000 clients around the world that I look back on Bureau Veritas’ tremendous achievements over the past year.

2022: A HISTORIC AND EXCEPTIONAL YEAR…

The year 2022 was remarkable both in terms of our financial performance and our CSR commitments. We saw growth of more than 13%, an operating margin in line with what we had announced and solid cash generation. At the same time, our ESG strategy execution was recognized by the market on multiple occasions. In this context, the Board of Directors will propose to the Shareholders’ Meeting an increase in the dividend distribution rate to 65% compared to 50% in 2022, i.e. €0.77 per share⁽¹⁾. This demonstrates our confidence in the Group’s growth prospects.

…DESPITE A PARTICULARLY CHALLENGING ENVIRONMENT

These results, which set a benchmark for our industry, were achieved in complex market conditions: the Zero Covid policy in China, the conflict in Europe, geopolitical tensions and their impact on supply chains, a fierce war for talent and an inflationary environment in many countries in which we have sizeable operations.

Once again, I would like to thank all Bureau Veritas employees for their unfailing commitment, resilience, agility and ability to innovate irrespective of the circumstances.

A MISSION THAT GOES TO THE HEART OF RESPONSIBLE PROGRESS

The work of the Board of Directors, as well as that of its various Committees, illustrates the extent to which all the directors and I consider the company’s social responsibility to be central to all our business.

We have held numerous sessions on succession planning, compensation policy, overseeing the proper execution of our strategic plan, monitoring financial performance and ESG issues, both internally through our policies and actions (particularly in terms of climate and inclusion) and externally through the deployment and enhancement of our expertise through the BV Green Line of services and solutions. All of this demonstrates our determination to ensure the long-term success and positive impact of Bureau Veritas to the benefit of all its stakeholders. This second Integrated Report is an opportunity to present our sustainable model to create and share value in a way that remains true to our purpose: Shaping a World of Trust by ensuring responsible progress.

CHANGING OF THE GUARD

After 11 years at the head of Bureau Veritas, Didier Michaud-Daniel will step down as Chief Executive Officer in 2023.

The implementation of the succession plan drawn up by the Board of Directors is proceeding smoothly. It began in May 2022 with the arrival of Hinda Gharbi as Chief Operating Officer and continued in January 2023 with her appointment to the position of Deputy Chief Executive Officer. The Group’s employees, the management team and the members of the Board are all involved in this successful integration process. At the end of the Shareholders’ Meeting to be held on June 22, 2023, her transition to the position of CEO will become effective. I would like to pay tribute to the remarkable work of Didier Michaud-Daniel who, over the period of its two mandates, has taken the Group to new levels. Our revenue has increased by more than 65%, our workforce has grown from 52,000 to 82,000 employees, our earnings per share have risen by almost 50% and our financial structure has been considerably strengthened, enabling us to have trust in our future.

At the same time, we have become highly international and a leader in markets where we can create significant value. Our portfolio of business activities has expanded considerably, and the BV Green Line now cements our position as the global sector leader for all our clients’ Sustainability challenges.

On behalf of the Board of Directors, I wish Hinda every success in this new journey. For my part, as Chairman of the Board of Directors, I assure her of my full support in our shared ambition to lead Bureau Veritas toward the sustainable and bright future that lies ahead, in line with our strategy and the embodiment of our values.

(1) Up 45.3% compared to 2022.

How would you sum up 2022 in a few words?

DIDIER MICHAUD-DANIEL
I would describe the past year as historic. We demonstrated excellence on two fronts: financial performance and exemplarity in ESG, both of which underpin our 2025 strategy.

In 2022, many companies were severely challenged by the economic and geopolitical environment.

At Bureau Veritas, thanks to our solid fundamentals, the importance of our mission, and the commitment of all our 82,000 employees worldwide, we have stayed the course and accelerated our growth. A growing number of companies of all sizes are seeking out our expertise and independence to create the necessary conditions for trust as they move toward more responsible business models.

To illustrate this performance in concrete terms, I would emphasize that we saw strong activity across our entire services portfolio and in most of our major geographic areas. I am not including China, which was, of course, affected by lockdowns.

In line with our 2025 strategy, we made some good acquisitions, in the United States in the infrastructure, healthcare and cosmetics sectors, and in Spain in sustainable fashion. We are sending a strong signal in terms of target geographies and sectors. Via our BV Green Line of services and solutions, we intend to further boost our momentum on Sustainability and ESG issues, both of which are essential to the world in which we live. This suite of services and solutions now accounts for 55% of our sales and represents a source of growth for the Group. It is the concrete expression of our ambition to support our clients in their efforts to achieve greater transparency and credibility on Sustainability stakes.

2023 will be a year of change for Bureau Veritas. Hinda, you are set to take over as CEO after the Shareholders’ Meeting in June. What is your view of the company following your recent arrival?

HINDA GHARBI
My first few months at Bureau Veritas were spent getting to know our wide range of business activities and skills, and interacting with the teams in the field all over the world. I went out to meet them to understand their local challenges, their vision of the company and of our mission.

I talked to many of our clients and partners. First, what impressed me the most was the depth and the sheer breadth of our expertise in almost all sectors of the economy. Very few companies in the world can lay claim to this positioning. I am passionate about developing and demonstrating the value of people, and this is at the heart of Bureau Veritas’ value creation. Then there are our clients: 400,000 worldwide, spanning all continents, with one point in common – they rely on the demanding standards and expertise of a trusted third party, who is close to them and fully understands their sector, and their current and future challenges.

Lastly, there are our 200 years of history and at the same time our unparalleled modernity in understanding the challenges of today and tomorrow through our vision as a Business to Business to Society company. This is clearly evident in my perceptions to date of the Group’s culture.

How do you see the future of BV?

DIDIER MICHAUD-DANIEL
The future of BV will be written by Hinda, with all the company’s teams by her side.

This future will be built on solid foundations, the result of a profound transformation of the company over the last 10 years: robust digital and management systems that ensure the organization’s agility, a strategy of geographic and portfolio diversification that provides resilience and finally, a paradigm shift in culture that reasserts the power of our brand as an embodiment of Sustainability and trust.

I would like to take this opportunity to thank all our employees, clients, shareholders and partners for their contribution to Bureau Veritas’ success since 2012. We can all be proud of how far we have come, and look forward to significant growth and responsible progress in the future. Hinda, with her exceptional career path, has the right leadership qualities and vision to lead Bureau Veritas in this new chapter of its history.

HINDA GHARBI
Thank you Didier. I will indeed aim to capitalize on this legacy to continue to develop the company, its talents and accelerate on the path of Sustainability where we have a perfectly legitimate claim to a leadership position.

The climate emergency and its corollary, the need for an accelerated energy transition, imperatives linked to Sustainability, the circular economy, the resilience and well-being of people within companies, digital transformation and supply chain traceability: both our clients and our own employees see us as increasingly relevant in all these areas.

To address these major trends, we will still need to develop and capitalize on our teams’ knowledge, skills and adaptability on the one hand, and on the other, shape our service portfolio by making Sustainability our North Star. What we started with our BV Green Line of services and solutions, we now need to amplify, and innovation and digital will be at the heart of the new value we will create for our clients and our other stakeholders.

I would like to thank the Board of Directors represented by its Chairman, Aldo Cardoso, the BV teams and the Executive Committee represented by Didier, as well as Wendel, our longstanding shareholder, for their trust. In June, at the Shareholders’ Meeting I will be humbled to stand before the shareholders of a company that is two hundred years old, and proud to have the opportunity to lead this remarkable company, impactful, which has such a brilliant future.

It is with unwavering commitment that I will strive to defend the interests of all our stakeholders in keeping with the tradition of what Bureau Veritas has always been: a Business to Business to Society company, whose ambition is to Shape a World of Trust by ensuring responsible progress.

CREATING VALUE

Capitalizing on the megatrends that shape its ecosystem, Bureau Veritas has entered a new era of value creation. Guided by its purpose, the Group is committed to applying all its expertise to meet its clients’ major environmental, social and governance challenges.

In the framework of its 2025 Strategic Direction, Bureau Veritas carried out an in-depth study of its ecosystem and identified 5 structural trends. The impact and responsibility of businesses emerged as a theme common to all of them. In 2022, these trends intensified, demonstrating the enduring relevance of BV’s approach, whose ambition to contribute to responsible progress is proving over more relevant.

Demographic growth and urbanization: how does Bureau Veritas’ expertise contribute to sustainable cities?

“Global demographic growth is leading to rapid urbanization in many parts of the world.

We now need to make choices in response to new expectations for quality, safety, well-being and Sustainability. Infrastructure must perform better, impact the environment less and be more connected and energy efficient. All of these factors should make cities places of responsible progress. At Bureau Veritas, we offer unparalleled know-how and expertise in all of these areas.”

ADRIAN LO

— Country Chief Executive, CIF Singapore

Supply chains are facing considerable challenges: how is Bureau Veritas helping its clients become more resilient?

“Today, all signs point to the same conclusion: supply chains, which have recently experienced heavy disruption, need to reinvent themselves. Factors such as the rise of trade protectionism, mismatches between supply and demand, soaring raw materials prices, the carbon impact of shipping and lockdowns have threatened established models. Organizations need the flexibility to adapt to meet two key challenges. First, supply chains must be shortened and simplified, and shorter distribution circuits must be developed to be as close as possible to the end market. Secondly, new expectations must be fulfilled in terms of transparency on the sourcing, quality, social impact and environmental impact of products. In both of these areas, BV is a key partner.”

IMEN CHAIEB

— Supply Chain Specialist

What is the best way to secure and protect digital infrastructure and data in an economy that is digitizing at an exponential rate?

“Investments in digital infrastructure and new technologies continue to rise. The challenge linked to these investments today is twofold. First, it is to ensure the security of the systems used, the data transmitted, and the digital infrastructure built. Second, it is to identify that the data is adequate, necessary and sufficient for its purpose – that it is the right data. In these areas, Bureau Veritas has a major role to play as a trusted third-party. If these changes are to support responsible progress, it is vital to verify the performance of these technologies and ensure the integrity of data transmissions. This is what we do at BV.”

TERESA RODON

— Chief Executive Officer for Spain and Portugal

All organizations have recognized the necessity of ESG commitments. But taking action is no longer enough – they must also prove the impact they achieve. How does Bureau Veritas support sustainable performance?

“Businesses and public authorities have adopted Sustainability as a factor that is essential to their longevity. But they need support for this whether to prove they are implementing their ESG commitments, achieve a successful energy transition, or transparently measure their actions. BV is on hand to provide support on all these topics. It is how we empower clients to roll out these sustainable models more effectively.”

ANTOINE GIROS

— Vice-President, Certification Global Service Line

Health crisis, aging population: expectations in terms of hygiene and health have increased considerably. For these sectors, what are the challenges today?

“The Health and Hygiene sectors have undergone profound transformations over the past two years. On the one hand, this is because of the explosion of regulations and standards in terms of hygiene conditions. On the other hand, the subject of access to care has become essential. Not only is it physical access with structures capable of supporting the aging of populations but it is also the need for continuous and remote access including the connectivity of medical tools. All these advances are necessary if we want to move toward responsible progress, and it is beneficial to all! In all these fields – regulatory support, infrastructure tests, inspections, or equipment connectivity testing – our solutions support the evolution and improvement of consumer experience as well as the reliability of the end product supporting innovation and advancement, for professionals and users alike.”

JIM KAIN

— Senior Vice-President, Scientific Research & Innovation

The Sustainability strategy deployed by Bureau Veritas is global and twofold. It is a powerful growth driver, which reflects both our convictions and our ambitions. Internally, it represents our commitment to leading by example and serving as a model for the TIC industry, through the implementation of our CSR strategy. Externally, it is a commitment to our clients, whom we support in their journey toward more sustainable businesses — and a more sustainable world.

NURTURING THE FUNDAMENTALS OF TRUST

Bureau Veritas relies on solid fundamentals to move forward
and deliver on its Strategic Direction. Thanks to our rigorous
standards, our governance is in keeping with our vocation of Shaping
a World of Trust. It guides the Group every day, supporting our
development and our strong relationships with our stakeholders.

The performance, independence and high-quality discussions of Bureau Veritas’ Board of Directors are a product of its diversity of profiles and skills. The Board validates Bureau Veritas’ strategy and ensures that it is implemented correctly and is in the company’s best interests.

To successfully fulfill its missions, the Board of Directors relies on three specialized Committees. Made up of Board members, these Committees examine the issues submitted to them and report to the Board on their work.

THE AUDIT & RISK COMMITTEE’S 2022 MISSIONS AND PROJECTS

This Committee is responsible for monitoring the integrity of financial information. It verifies the effectiveness of internal control and risk management systems, as well as Statutory Auditors’ mandated and independent audit of the Group’s accounts. It also ensures both the consistency of non-financial reporting and the reliability of the data, as noted in Chapter 2 of the Universal Registration Document. In 2022, the Audit & Risk Committee focused primarily on examining financial statements and information, reviewing audit conclusions and internal control procedures, and reviewing half-yearly risk management reports. It also renewed the term of office of the Statutory Auditors and reviewed all their reports on consolidating financial statements for the year.

THE STRATEGY COMMITTEE’S 2022 MISSIONS AND PROJECTS

The Strategy Committee analyzes the Group’s strategic orientations, budget and acquisition and disposal plans, submitting its recommendations to the Board of Directors. It is also responsible for monitoring and developing Bureau Veritas’ CSR strategy and policies. It sets key performance indicators and ensures that social and environmental issues related to the Group’s operations are taken into account and addressed. In 2022, the Strategy Committee’s work focused mainly on reviewing both acquisition plans for the year and the performance of past acquisitions. It also monitored the implementation of the 2025 Strategic Direction, and reviewed strategy catalysts, including CSR, digital strategy, the acquisition and retention of key employees and pricing policy.

THE NOMINATION & COMPENSATION COMMITTEE’S 2022 MISSIONS AND PROJECTS

This Committee issues recommendations concerning the selection of members of the Board of Directors and the Executive Committee. It also advises on the components and terms of remuneration for members of the Executive Committee. Since 2015, CSR performance criteria have been included in this assessment, with new requirements added in 2022. The Committee also examines succession plans for executive positions, anticipates emergency situations and analyzes evaluations of key individuals. Also falling in its scope is monitoring the implementation of diversity objectives. In 2022, the work of the Nomination & Compensation Committee focused mainly on the executive compensation policy, long-term incentive plans, succession plans, corporate governance and the company’s equal opportunities policy.

GOVERNANCE IN LINE WITH THE MOST DEMANDING REQUIREMENTS

To ensure the effectiveness and transparency of the work of its Board of Directors, Bureau Veritas aligns its governance practices with the AFEP-MEDEF Code. This is the corporate governance code of reference for publicly traded companies. Bureau Veritas applies principles that ensure an optimal balance of power between the Board of Directors and the Executive Committee. This includes separation of the Chairman and Chief Executive functions, a Board made up of independent directors, and three specialized Committees that also ensure the presence of independent directors. Every year, the Board of Directors evaluates the alignment of its practices with the AFEP-MEDEF Code.

As part of its ongoing improvement efforts, the Group pays particular attention to the annual recommendations on governance and executive compensation made by the French high Committee on corporate governance (HCGE) and the French stock market regulator (AMF). The information published in Chapter 3 of our Universal Registration Document on this subject closely follows the recommendations of both the AFEP-MEDEF code and the AMF.

For more information, see Chapter 3 of the Universal Registration Document on corporate governance.

Bureau Veritas is a global leader in Testing, Inspection and Certification (TIC) services.

The Group’s mission is to reduce its clients’ risks, improve their performance and help them innovate to meet the challenges of quality, health and safety, and sustainable development. Leveraging its renowned expertise, as well as its impartiality, integrity and independence, Bureau Veritas has helped build trust between companies, public authorities and consumers for more than 190 years.

The services provided by Bureau Veritas are designed to ensure that products, assets and management systems conform to different standards and regulations in terms of quality, health, safety, environmental protection and social responsibility (QHSE).

Depending on its clients’ needs and on applicable regulations, standards or contractual requirements, Bureau Veritas acts:

• ●as a “third party”, i.e., an independent body issuing reports and conformity certificates for products, assets, systems, services or organizations;
• ●as a “second party” on behalf of and upon the instructions of its clients to ensure better control of the supply chain; or
• ●as a “first party” on behalf of clients seeking to ensure that the products, assets, systems or services they are producing or selling meet the requisite standards.

The services delivered by Bureau Veritas cover six areas of value creation for its clients:

Companies must be able to show that they are compliant with a large number of standards and regulations. Bureau Veritas offers them its in-depth knowledge of the standards applicable to their businesses, and as an independent third party, is able to verify their compliance. This allows them to conduct and develop their businesses in compliance with local and international regulatory requirements and to obtain and renew the licenses to operate issued by public authorities.

International trade relies, among other things, on third-party players who certify that the goods exchanged comply with the quality and quantities stipulated in the contract between the parties. Bureau Veritas plays a role in the trade process by testing materials, verifying that goods comply with contractual specifications and validating quantities. Exchanges of commodities, for example, are based on certificates issued by companies such as Bureau Veritas.

Capital goods or mass consumer products must comply with national and supranational standards before being sold on the market in a given country. These standards constitute technical trade barriers within the meaning of the WTO. Companies design and manufacture their products and equipment to meet the standards of several countries. In doing so, they call on Bureau Veritas to carry out tests, optimize their test plan and ultimately reduce time-to-market.

Managing risk in the areas of quality, health, safety, environment protection and social responsibility improves the efficiency and performance of organizations. Bureau Veritas helps its clients to identify and manage these risks, from project design to completion and decommissioning.

Thanks to second- and third-party testing, inspection and auditing methods, companies can determine the actual condition of their assets and launch new projects and products safe in the knowledge that costs, timing and quality are under control. During the operational phase, inspections help optimize maintenance and the useful life of industrial equipment.

The social network boom of recent years has prompted a fundamental change in how global brands are managed. Brands may quickly find themselves under fire due to the malfunction of one of the links in their supply or distribution chain. Bureau Veritas allows companies to improve their risk management, using analyses conducted by a highly reputed independent player.

The “Information Office for Maritime Insurance” was founded in Antwerp, Belgium, in 1828, to collect, verify and provide shipping underwriters with information on the condition of ships and equipment. Renamed Bureau Veritas, the Company transferred its registered office to Paris and built up an international network.

To the Group’s knowledge, there is no comprehensive report covering or dealing with the markets in which it operates. As a result, and unless otherwise stated, the information presented in this section reflects the Group’s estimates, which are provided for information purposes only and do not represent official data. The Group gives no assurance that a third party using other methods to collect, analyze or compile market data would obtain the same results. The Group’s competitors may also define these markets differently.

Inspection, certification and laboratory testing services in the areas of quality, safety, performance, and social and environmental responsibility are commonly referred to as Testing, Inspection and Certification (TIC). TIC services encompass several types of tasks, including laboratory or on-site testing, management process audits, documentary checks, inspections across the entire supply chain and data consistency verification. These activities may be carried out on behalf of the end user or purchaser, independently of stakeholders or at the request of the manufacturer, or on behalf of public or private authorities. TIC services are called for at every stage of the supply chain and apply across all industries.

The overall TIC market depends on product and asset values and the associated risk. The TIC “intensity” corresponds to the proportion of the value of the product or asset allocated by the manufacturer of the product or the operator of the asset to control activities. In general, the TIC intensity falls within a range of between 0.1% and 0.8% of the value of the product or asset. The total estimated value of the TIC market can be calculated by multiplying the TIC intensity by the amount spent by manufacturers, operators, and the buyers and sellers of goods and products.

On a short- and medium-term basis, the size of the market mainly varies in relation to inflation, global economic activity, investment and international trade. Applying the aforementioned approach, Bureau Veritas estimated the size of the global TIC market in 2022 at close to €250 billion, based on external macroeconomic data such as investment volume per market, operational spending per market, the production value of goods and services, and the level of imports and exports.

The overall TIC market can be broken down into two segments:

• ●the accessible (outsourced) market, where services are provided by specialized private organizations or firms, such as Bureau Veritas;
• ●the internal (insourced) market, where the companies themselves perform these services as part of quality control and assurance; along with the market served by public bodies and organizations such as customs, competition authorities, port authorities or industrial health and safety authorities.

The outsourced TIC market also depends on a country’s administrative organization, whether or not it has a federal structure, and the industry concerned. Over time, these factors may have a significant impact on the size of the market, irrespective of the underlying macroeconomic conditions. The balance between insourcing and outsourcing therefore fluctuates from year to year, depending on the policies implemented by governments or changes in practices within industry sectors. This is the case in China, for example, where certain sectors are opening up gradually.

In short, the size of the accessible TIC market is the result of three factors:

• ●end-user expenditure;
• ●the TIC “intensity” of products (fairly stable in the short term but may increase in the long term due to stricter standards and regulations);
• ●the extent to which businesses subcontract these services (the trend shows that this is increasing).

From a geographic point of view, the TIC market can be split into three main regions: Europe, the Americas and Asia. Bureau Veritas is present in all of these regions thanks to the investments it has made over the past 15 years. Going forward, the Group plans to bolster its positioning, particularly in the fastest-growing markets such as China and the United States.

Bureau Veritas has an extensive global network of around 1,600 offices and laboratories in almost 140 countries.

This network is particularly well developed in countries with mature economies (e.g., France, the United States, Canada, Japan, the United Kingdom, Spain, Italy, the Netherlands, Australia and South Korea), which have a strong regulatory background and where the Group is recognized for its technical expertise and innovative production models.

Bureau Veritas is also well established in faster growing economies like China, Brazil, Chile, Colombia, the United Arab Emirates and India, where it has built solid growth platforms with a strong local presence over time. The Group continues to expand its exposure to these regions by opening new offices and laboratories and systematically developing each of its businesses in these markets.

The Group’s scale is one of its core assets, providing value and differentiation both commercially and operationally.

From a sales standpoint, its global network enables the Group to service key accounts (around one-quarter of the Group’s revenue) and thereby win major international contracts, which represent a growing part of its activity.

From an operational standpoint, the Group improves its profitability by generating economies of scale resulting in particular from sharing offices, back-office functions and IT tools, and from amortizing the cost of developing and replicating new services and industrializing inspection processes over a larger base.

The organization into regional hubs located in key countries enables the Group to spread knowledge, technical support and sales teams across a given region.

In the future, the Group aims to strengthen this network organization around regional hubs, enabling it to generate scale effects.

Bureau Veritas has built a successful global business based on its long-standing reputation for technical expertise, high quality and integrity. This reputation is one of its most valuable assets and is a competitive advantage for the Group worldwide.

Over the years, the Group has acquired skills and know-how in a large number of technical fields, as well as broad knowledge of regulatory environments. Bureau Veritas is currently accredited as a second or third party by a large number of national and international delegating authorities and accreditation bodies. The Group constantly seeks to maintain, renew and extend its portfolio of accreditations and authorizations. It is subject to regular checks and audits by authorities and accreditation bodies to ensure that its procedures, the level of qualification of its personnel and its management systems comply with the requisite standards, norms, guidelines or regulations.

Integrity, ethics, impartiality and independence are some of Bureau Veritas’ core values and are central to its brand reputation and the value proposition for its clients.

These values are the focal point of the work carried out by the TIC profession in 2003 under the leadership of the TIC Council (the international association representing independent testing, inspection and certification companies), which led to the drafting of the Group’s first Code of Ethics, published in October 2003.

Bureau Veritas’ financial model has the following four characteristics:

• ●it is based on two growth drivers: primarily organic growth, supported by growth through acquisitions. Average organic growth over the past five years (including a 6.0% decline in 2020 in the context of the crisis caused by the Covid-19 pandemic) was around 4%;
• ●it is a profitable growth model, with a high adjusted operating margin. Historically, it is slightly above 16% on average; it generates significant and regular cash flow: the Group’s free cash flow has averaged around €600 million over the last five years. It should be noted that Bureau Veritas has paid very close attention to its cash flow and liquidity – particularly in terms of its working capital requirements – especially in recent years. These efforts have been stepped up in the context of the health crisis;
• ●it is underpinned by the Group’s strategy of strict capital allocation: net debt must be maintained well below bank ratios and the Group must be able to fund acquisitions and pay dividends.

Bureau Veritas’ financial ambition is presented in section 1.4.6 – Financial and non-financial ambition, of this Universal Registration Document.

Bureau Veritas classifies ships and offshore facilities by verifying their compliance with classification rules, mainly regarding structural soundness and the reliability of all related equipment. This mission is usually carried out together with the regulatory (“statutory”) certification mission.

Class and regulatory certificates are essential for operating ships. Maritime insurance companies require such certificates to provide coverage, and port authorities regularly check that valid certificates exist when ships come into port. Similarly, keeping existing offshore facilities in compliance with safety and quality standards, as well as regulatory requirements is crucial for operators.

Marine & Offshore services are designed to help clients comply with regulations, reduce risk, and increase asset lifecycles while protecting the marine environment. The Group’s services begin at the construction phase, approving drawings, inspecting materials and equipment, and surveying at the shipyard. During the operational life of the assets, Marine & Offshore experts make regular inspections and offer a comprehensive range of technical services including asset integrity management. On behalf of its clients, Bureau Veritas monitors any changes in regulations, identifies applicable standards, manages the compliance process, reviews design and execution and liaises with the competent authorities.

The Group has also diversified into several complementary services, including loss adjusting and risk assessment for the offshore industry and marine accident investigations, pre- and post-salvage advice and the re-floating of vessels. It also created Bureau Veritas Solutions Marine & Offshore in 2018.

In 2022, 39% of Marine & Offshore revenue was generated by the classification and certification of ships under construction and 61% was generated by the surveillance of ships in service and complementary services.

The Group is a member of the International Association of Classification Societies (IACS), which brings together the 11 largest international classification societies. They classify more than 90% of world tonnage, with the remaining fleet either not classified or classified by small classification companies operating mainly at the national level.

To meet the needs of its clients, the Marine & Offshore network spans 90 countries. In addition to 18 local design approval offices located near its clients, the Group’s network of 180 control stations gives it access to qualified surveyors in the world’s largest ports. This means that inspections can be conducted on demand and without the delays that could be detrimental to the ship’s business and owner.

Since the beginning of this millennium, world maritime trade has increased every year, except in 2020 due to Covid-19. The upward trend is ongoing, albeit at a slower pace than before. Both in terms of renewing the existing fleet and building new vessels, orders for new ships continued to see good momentum in 2022, with global orders in gross tonnage (approximately 70 million of gross registered tonnage) slightly higher than orders between 1996 and 2021. Orders in 2022 were fueled by massive investments in LNG carriers and container ships; orders for bulk carriers and tankers were lower. Global order books stood at 3.5 years at the beginning of 2023, their highest level since 2010.

Bureau Veritas is world leader in terms of the number of classified ships and ranks number five worldwide in terms of tonnage. It continued to capture market share in 2022. The Group has recognized technical expertise in all segments of maritime transport (bulk carriers, oil and chemical tankers, container ships, gas carriers, passenger ships, warships and tugs) and offshore facilities for the exploration and development of both coastal and deep-water oil and gas fields (fixed and floating platforms, offshore support vessels, drill ships, subsea facilities). The fleet classified by Bureau Veritas is highly diverse, and the Group holds a leading position in the market for highly technical ships such as liquefied natural gas (LNG)-fueled vessels, LNG or liquefied petroleum gas (LPG) carriers, FPSO/FSO floating production systems, offshore oil platforms, cruise ships, ferries, and specialized ships.

Bureau Veritas supports the maritime industry in its various advances and innovations, from Arctic shipping to LNG supply chains and technologies ranging from alternative fuels to on-board autonomy, with new solutions and ratings to provide the safety assurance that clients need.

The Group has several thousands of clients, and the largest represents 0.1% of the business segment’s revenue. Key clients are:

• ●shipyards and shipbuilders around the world;
• ●equipment and component manufacturers;
• ●ship owners;
• ●oil companies and Engineering, Procurement, Installation and Commissioning (EPIC) contractors involved in the construction and operation of offshore production units;
• ●insurance companies, P&I clubs(6) and lawyers.

In millions of gross registered tonnage (GRT)

International regulations applicable to maritime safety and environmental protection are evolving rapidly, providing classification companies with growth opportunities. These include:

• ●new regulations to reduce greenhouse gas (GHG) emissions for new and existing ships in accordance with the international conventions adopted under the aegis of the International Maritime Organization (IMO) and the European Union. From 2023 onwards, vessels in service will have to comply with an energy performance improvement plan (EEXI and CII);
• ●with regard to the environmental transition of commercial transport, the publication by the European Commission in July 2021 of a series of measures known as the “Fit for 55” package, which sets out a roadmap for achieving the European Union’s stated goal of reducing greenhouse gases by at least 55% by 2030 as part of the European Green Deal;
• ●the Ballast Water Management (BWM) Convention adopted under the aegis of the IMO, which entered into force in 2017 and gives classification societies a greater role in verifying the effectiveness of ballast water management systems in various configurations;
• ●the Hong Kong international convention on ship recycling, which was adopted in May 2009 and will come into force 24 months after it has been ratified by 15 countries. This should represent at least 40% of the gross tonnage of the global merchant vessel fleet;
• ●the European Ship Recycling Regulation, which came into force at the end of 2018 for new ships and in January 2021 for existing ships and requires ships to have on board a certified Inventory of Hazardous Materials (IHM);
• ●regulations applicable to ships for inland navigation transporting hazardous materials. Bureau Veritas is one of three classification societies recognized by the European Union;
• ●the new International Association of Classification Societies (IACS) unified requirement concerning the on-board use and application of computer-based systems, which came into force in July 2016. It has since been rounded out by unified requirements for cyber resilience of on-board systems and equipment (set to enter into force in January 2024);
• ●a global move towards a “safety case” system, which is emerging for the offshore industry and requires the expertise of an independent verification body;
• ●Regulation (EU) No. 2015/757 of the European Parliament and of the Council of the European Union on the monitoring, reporting and verification (MRV) of carbon dioxide emissions from maritime transport, along with the IMO’s Data Collection System (DCS) for tracking the fuel oil consumption of ships, which came into force in 2017 and 2019, respectively. The European Union’s efforts to align the two systems have led to moves to include the shipping industry in the EU’s emissions trading system;
• ●the IMO Guidelines for Ships Operating in Polar Waters, or “Polar Code”, which came into effect in January 2017. The IMO has also decided to ban the use of heavy fuel oil in the Arctic region as from January 1, 2024;
• ●Annex VI (amended) of the MARPOL convention, which reduced the maximum worldwide sulfur content of fuel oil used by ships to 0.50% (from 3.50% previously) in January 2020.

One of Bureau Veritas’ roles is to support the maritime industry in its energy transition in a fast-changing technological and regulatory climate.

The choice of future propulsion technologies amid increasingly strict regulations on reducing greenhouse gas emissions (GHG) is a subject of increasing urgency within the industry. The deadlines set by the IMO from 2023, then 2030 and 2050, entail difficult decisions for ship owners. By the end of 2022, more than 60% of orders for new ships were based on dual-fuel systems. These generate an immediate reduction in CO2 emissions and have a well-developed supply chain and global bunkering facilities. Bureau Veritas believes that LNG has a role to play as a transition fuel on the road to zero carbon. This solution was previously the only available alternative to low-sulfur fuel oil (MGO), but it is now also being challenged by methanol, which is starting to be included in orders for container ships.

Working with ship owners, as well as shipyards and technology suppliers, from the earliest design stages through to delivery and throughout operational life, Bureau Veritas provides the expertise and objectivity needed as an independent body to assess new technologies.

The BV Green Line of services supports the maritime industry in:

• ●developing and implementing rules and guidelines for new fuels and alternative propulsion solutions;
• ●reducing the risks associated with new projects through approvals in principle (AiP). The Group applies its expertise to assess new designs, identify risks and provide an independent opinion on the reliability of the design;
• ●voluntary sustainability initiatives, through the Sustainable Ship ratings, which recognize efforts to prevent pollution, reduce emissions, protect marine ecosystems, prepare for ship recycling and improve well-being on board;
• ●validating the sustainable origins of alternative fuels;
• ●providing LNG expertise and project support;
• ●electrifying sea-going vessels;
• ●developing infrastructure for new fuels;
• ●onshore & offshore wind lifecycle solutions;
• ●engineering services for sustainability performance;
• ●sustainable construction in shipyards;
• ●marine pollution prevention;
• ●responsible fishing practices;
• ●ensuring the safety of the crew and passengers;
• ●on-board health, safety and hygiene protocols.

As an example, in 2021, Bureau Veritas Marine & Offshore launched its VeriSTAR Green platform, which helps ship owners manage and comply with energy efficiency requirements. In September 2022, Bureau Veritas Marine & Offshore published a white paper detailing alternative fuels for the shipping industry, taking into account technology maturity, availability, safety, emissions and regulations.

Gas projects have also been a focus for growth for offshore markets, influenced in particular by geopolitical changes in Europe, favoring new opportunities going forward. In order to maintain current production levels and replace older infrastructure, investments continue to be made in the offshore oil business. The significant rise in investments from incumbent oil companies in offshore projects, for both fixed and floating wind farms, was confirmed in 2022. As a result, considerable investments were made in wind farm installation and maintenance vessels.

The decarbonization of the shipping industry will drive most market opportunities in 2023. Bureau Veritas will continue to support its ship owner, shipyard and charterer clients in transitioning to cleaner energy, lending technical expertise to solutions for today’s and tomorrow’s world.

The digital revolution in the maritime industry is gathering momentum. Through its Digital Classification services, Bureau Veritas Marine & Offshore is reinventing the role of technology in the operating model for classifying its clients’ ships and offshore facilities. By leveraging digital twin, drone, remote virtual visit, artificial intelligence and cloud platform technologies, Bureau Veritas can help its clients make safer, more effective, data-driven decisions.

Digital Classification comprises four key services:

• ●3D classification, which is bringing the design review and monitoring process for the construction of new vessels and offshore facilities into the digital age using a 3D model. Ship owners, shipyards, ship designers and Bureau Veritas can therefore work more effectively on a 3D model across a collaborative platform to perform calculations, exchange updated information and address classification comments.
• ●Remote inspection techniques, which use smart devices such as drones, crawlers and remotely operated vehicles. On-board surveyors can safely inspect hazardous or difficult-to-access areas of ships for the benefit of clients.
• ●Optimized and predictive survey schemes, which allow clients to set up inspection programs based on an analysis of risks specific to their facility and equipment, and an in-service monitoring and maintenance program based on predictions of the operating condition of their equipment. The “BV Machinery Maintenance” digital solution launched in 2021 is designed to facilitate the implementation of maintenance plans for ship machinery, the in-service supervision of this maintenance and its continuous improvement throughout the ship’s operation. Based on real-time data, BV Machinery Maintenance offers clients time and cost efficiencies.
• ●Remote and augmented reality surveys use digital tools to help ship owners and operators perform eligible classification inspections in a safer, more flexible and effective manner. They reduce logistics costs such as transport and on-board access preparation.

The introduction of smart functions on board ships will enable better supervision and transparency, key drivers in the transition to a more sustainable shipping industry. Through reduced emissions, increased efficiency and improved maintenance (to name just a few of the benefits), smart ships will help facilitate compliance with international regulations and reduce operating costs.

Classification societies play an important role in facilitating the transition to smart shipping and supporting the adoption of data-driven processes by maritime stakeholders. Bureau Veritas has developed SMART ratings to help its clients on their path towards smart shipping.

Developing strong value-added services remains an important growth driver for Bureau Veritas Marine & Offshore. These services are supported by major portfolios and brands, including Bureau Veritas Solutions Marine & Offshore, MatthewsDaniel and TMC Marine.

Bureau Veritas Solutions Marine & Offshore (BV Solutions M&O) is a separate and independent organization providing clients with technical advice, particularly in terms of the energy transition, supported by engineering and modeling services that facilitate the comparison and assessment of various solutions.

These new services are positioned to provide technical expertise to assist in decision-making. The proposed methods and tools enable businesses to design, modify and operate assets differently in order to better control and reduce consumption and emissions.

International development continued in 2022 with new BV Solutions M&O branches opened in Australia and South Korea, and business development teams strengthened.

The main activities carried out in 2022 concerned (i) risk and feasibility studies regarding the integration of new fuels such as hydrogen, ammonia and methanol, as well as wind power systems, and (ii) the development of technical expertise services focused on GHG strategy studies for ship owners, operators and banks based on a global fleet analysis approach and various management scenarios in terms of both ship alterations and operations.

To conduct its business, the Group has numerous licenses to operate “Authorizations”, which vary depending on the country or business concerned: accreditations, approvals, delegations of authority, official recognition, certifications or listings. These Authorizations may be issued by national governments, public or private authorities, and national or international organizations, as appropriate.

The Group is a certified founding member of the International Association of Classification Societies (IACS), which brings together the 11 largest international classification societies. At European level, Bureau Veritas is a “recognized organization” under the European Regulation on classification societies and a “notified body” under the European Directive on marine equipment. Bureau Veritas currently holds more than 150 delegations of authority on behalf of national maritime authorities.

As part of its research and innovation strategy, the Group carries out experimental development activities on strategic projects that aim to bolster its positioning or enable it to capture new markets.

The Group’s R&D strategy is rolled down through:

• ●contracts with innovative technology start-ups and industry players to develop common interest projects, such as artificial intelligence and blockchain;
• ●several private partnerships with various companies focused on strategic segments and technologies;
• ●its involvement in the work of the European Cyber Security Organisation (ECSO) within the context of an EU-driven public-private partnership to define the technological roadmap for the cybersecurity sector;
• ●its partnership with industrial joint research centers like IRT Jules Verne (France) and with academic laboratories such as that of École Centrale de Nantes (France) for developing digital solutions for innovative hydrodynamic studies;
• ●its involvement in subsidized joint projects, notably those financed by the Single Interministerial Fund, and its replies to European calls for projects;
• ●its participation in the Hydrogen Council to support the development of the hydrogen economy and facilitate global trade;
• ●its participation in ISO standardization committees, notably on hydrogen technologies and carbon dioxide capture, transport and geological storage, as well as in the CEI renewable energy technical committee for the development of standards for equipment to be used in renewable energy;
• ●the shift of its businesses and solutions to digital media, with the development of future inspection/audit services;
• ●continuous innovation to meet new TIC market trends and client needs.

A total of €4.9 million in research and development costs relating mainly to the Marine & Offshore business was recognized under expenses in 2022.

The Group’s IT department is responsible for:

• ●defining the Group’s technological architecture by outlining the standards applicable to all businesses and regions in terms of software application development and network infrastructure;
• ●selecting, implementing, deploying and maintaining integrated cross-functional solutions in all operating units (email, collaboration tools, ERP finance, client relationship management, Human Resources and production systems, etc.);
• ●guaranteeing the availability and security of the infrastructure and integrated solutions used by the Group; and
• ●managing the Group’s overall relationship with its main suppliers of equipment, software and telecommunications services.

The department is organized around six Regional Shared Services Centers, covering North America, Latin America, Europe, France/Africa, Asia and the Middle East/Pacific. These shared services centers provide different support services (network, help desks, hosting, support, etc.) to countries in their respective regions.

A Global Shared Services Center has also been set up in Noida (India) with the aim of pooling certain cross-functional operational support processes.

In 2022, operating expenses and running costs for the Group’s information systems represented around 4% of the Group’s consolidated revenue.

Details on Bureau Veritas’ Non-Financial Statement (NFS) appear in the three following sections of this Universal Registration Document (URD):

• ●for an overview of the Bureau Veritas Group and its business model, please see Chapter 1;
• ●Chapter 2 outlines the measures taken by Bureau Veritas on social and environmental responsibility;
• ●risk management is discussed in Chapter 4.

Since 1828, we have acted as trust makers between companies, governments and society. We are independent, impartial guarantors of our clients’ word.

Bureau Veritas is a world leader in laboratory testing, inspection and certification services. Created in 1828, the Group has more than 82,000 employees located in nearly 1,600 offices and laboratories across the globe. Bureau Veritas helps its clients improve their performance by offering services and innovative solutions in order to ensure that their assets, products, infrastructure and processes meet standards and regulations in terms of quality, health and safety, environmental protection and social responsibility.

Bureau Veritas is a Business to Business to Society service company that contributes to positively transforming the world we live in. We work closely with our clients to address the critical challenges they face and to link these to the emerging aspirations of society. We play a pivotal role in building and protecting companies’ reputations, supporting them as they forge the foundations of trust that is built to last.

Trust is the very foundation upon which relationships between citizens, public authorities, and companies are built. In today’s fast-changing world, this essential link is no longer a given.

Citizens and consumers are seeking out verified and verifiable information on how companies develop, produce and supply their goods and services. Decision makers across all organizations face the challenge of proving their CSR commitments in order to remain competitive and sustainable.

At Bureau Veritas, our work enables organizations to operate and innovate safely and perform better. Thanks to our unrivaled expertise, technical knowledge and worldwide presence, we support them by managing quality, safety, health and sustainability risks, to the benefit of society as a whole.

As a Business to Business to Society company, we believe that today more than ever, trust depends on evidence of responsible progress.

We bring more to the table than testing, inspection and certification. The work we do goes beyond verifying compliance and has a much wider impact.

We play a pivotal role in building and protecting companies’ reputations, supporting them as they forge the foundations of trust that is built to last.

Our mission: Shaping a World of Trust by ensuring Responsible Progress.

A Business to Business to Society company.

Our employees serve our clients and are inspired by society; they make Bureau Veritas a Business to Business to Society service company that contributes to positively transforming the world we live in.

Shaping a World of Trust by ensuring Responsible Progress.

Through our testing, inspection and certification services, we help our clients improve performance and minimize risk, while strengthening their brands.

We also help them to be more efficient, more methodical and more trustworthy in their journey towards a more sustainable business and a more sustainable world.

Testing

Our testing and analysis services provide assurance that products and raw materials have the required properties.

We also make sure they comply with specifications, standards and regulations, by conducting laboratory and in-situ tests designed for the manufacturing and process industries concerned. Tests are performed across a wide network of laboratories all over the world. Our centers use state-of-the-art equipment and apply specialist industry expertise. They are strategically located in response to our clients’ needs, and for convenient access from major ports and manufacturing centers.

Inspection

Our inspections involve on-site verification that products, services, assets and facilities meet specifications and operate as intended.

They cover a wide range of services designed to control quality, verify quantities and meet regulatory requirements. Our inspection services help companies have confidence in the reliability and integrity of their products, assets and systems.

Certification

As an independent third party and accredited certification body, we provide certification services to attest that management systems, services and personnel comply with specific standards.

Equipment and products can be certified to meet sector-specific or industry standards, international, local or voluntary standards, or manufacturer or client requirements. Certification enables companies to access new markets, strengthen their brands, or simply obtain a license to operate.

The Bureau Veritas CSR strategy was drawn up by the Group CSR department with active participation from the CSR Steering Committee representing each of the support functions in charge of one or more ESG topics.

Liaison with the Group Strategy department ensured that the CSR strategy was consistent with Bureau Veritas’ corporate strategy.

The CSR strategy was submitted first to the Bureau Veritas Chief Executive Officer, then to the Strategy Committee of the Board of Directors, and finally to the Group Executive Committee.

Implementation of CSR strategy is the responsibility of the CSR department. CSR strategy is rolled out across all Operating Groups, each setting priorities and goals on the basis of its own particular situation assessment. Action plans were drawn up with each Operating Group and for each region where necessary. The action plans were determined on the basis of three key factors:

• ●the degree of maturity of the local CSR management system, gauged by means of a “sustainability index”, attributed by self-assessment of the implementation of Bureau Veritas’ CSR policies (see section 2.2.2);
• ●the performance of the local CSR management system, gauged by means of 19 key indicators used by the Group to monitor implementation of the CSR strategy and the achievement of objectives;
• ●local CSR cultural and regulatory characteristics.

Implementation of the CSR strategy is monitored as follows:

• ●monthly by each manager, using the Clarity solution, developed and marketed by Bureau Veritas, to track the 19 key indicators and progress on the action plans;
• ●quarterly, under the Operating Reviews carried out by each Operating Group;
• ●annually, by the Chief Executive Officer at the management review held during the first quarter.

The Board of Directors is informed on the implementation of the CSR strategy at least once a year, and the Group Strategy Committee and the Audit & Risk Committee more regularly:

• ●the Strategy Committee monitors implementation of the CSR strategy and determines whether it needs to be adjusted to take into account any new regulatory requirements or stakeholder expectations;
• ●the Audit & Risk Committee monitors the data reporting process and the consistency and reliability of indicators. It guides the internal audit processes to verify the quality of sustainability reporting.

Bureau Veritas’ sustainable development strategy is built on two key pillars:

• ●Bureau Veritas’ ESG services offering addressing needs emerging from clients’ environmental and social transitions. This is outlined in sections 2.8.2 – The BV Green Line of services and solutions, and 2.8.3 – Market changes in CSR. It reflects the Group’s business strategy;
• ●corporate social and environmental responsibility, which is reflected in Bureau Veritas’ implementation of sustainable policies to meet stakeholder expectations. This is outlined in sections 2.5.1 to 2.7.4, and detailed in the Group CSR strategy.

The strategy focuses on five of the UN’s Sustainable Development Goals (SDGs) and is based on three sustainability pillars: “Social & Human Capital”, “Natural Capital” and “Governance”. The CSR strategy addresses 20 priority subjects, as presented below:

For Group-wide policies, the strategy is managed jointly by the Group’s Sustainable Development department and CSR department, with support from the CSR Steering Committee. The implementation of CSR policies in operations is managed by the CSR departments of the Operating Groups.

All of the CSR policies under this strategy are covered by the management system, which is audited regularly by internal audits of the QHSE department on Quality, Health & Safety, Security and Environment. The Internal Audit teams cover the CSR topics to which the Group wishes to pay particular attention.

The management system is reviewed annually by Executive Management and the main support functions concerned.

The Group’s main stakeholders are its employees, shareholders, clients, suppliers and subcontractors, as well as accreditation bodies, governments, public authorities and society at large.

Operations in 2022 were weakened by the many crises emerging in the wake of Covid-19, such as the war in Ukraine, lockdown in Asia, rising energy prices and high inflation.

For the fourth year running, Bureau Veritas published the value of its qualitative and quantitative impact on society.

The approach applied is based on an assessment of the positive and negative impacts of the Group’s activities on each of its stakeholders, as shown below. Social, environmental and economic impacts are taken into account.

The impact on the Company is calculated as the difference between:

• ●the amounts paid by Bureau Veritas to its stakeholders (suppliers, subcontractors, employees, shareholders, states), plus the value created with its clients;
• ●the cost of resources used (fees) and their negative impacts (environment and accidents).

The impact on the Company is the sum of the impacts on each of the stakeholders in its value chain:

• ●the impact on subcontractors and suppliers corresponds to the amounts paid in purchases of goods and services and subcontractor fees;
• ●the impact on personnel is the cost of salaries and training provided to employees, less the cost of accidents and work stoppages;
• ●the impact on clients is the value created in terms of quality, safety, environment and sustainability, minus the amount of fees paid by clients;
• ●the environmental impact corresponds to the cost of CO2 emissions (Scopes 1, 2 and 3);
• ●the impact on shareholders corresponds to the amount of dividends paid;
• ●the impact of the change in share value is not measured;
• ●the impact on governments corresponds to taxes paid and citizenship initiatives (donations and sponsorship).

As part of this approach, the following methodological assumptions were applied:

• ●the quantitative impact on clients is calculated on the basis of the estimated reduction in their Poor Quality Costs (PQC) due to Bureau Veritas’ work. This estimate is weighted for each activity, depending on the proportion of tests performed by Bureau Veritas;
• ●to calculate the environmental impact, the price of a ton of carbon was estimated at €49(1) (€54 in 2021);
• ●for the impact on safety (accidents), fatalities and lost-time accidents were considered, with the direct and indirect costs of accidents taken into account at an estimated €1,200 per day of downtime;
• ●to calculate the impact on employees, costs entailed by absenteeism and attrition were considered (with attrition and absenteeism rates applied to payroll).

Based on the assessment of each of these impacts, Bureau Veritas has a positive net impact of €9,006 million on civil society, up 16.6% on 2021:

• ●value created for clients rose by 14%, mainly due to the increase in business volume;
• ●the value created for employees increased by 18%, mainly on account of higher payroll.
• ●the value created by suppliers and subcontractors increased by 16%;
• ●the cost of the environmental impact declined by a slight 0.6%, owing to higher carbon emissions from purchases of goods and services (Scope 3), offset by the drop in the price of carbon from €54 to €49 per ton;
• ●the impact on shareholders and governments shows a significant rise, in line with the increase in dividends and taxes.

Sustainability risks are analyzed through a process set by the Group’s Risk department. Some 40 risks were identified using a bottom-up approach drawing on the expertise of operating and support departments. These were then assessed by impact, occurrence and means for reducing them.

Impact is assessed for any of the following dimensions: financial impact, human impact, business impact, environmental impact, reputational impact.

Sustainability risks are included in this analysis. The CSR Steering Committee took part in the selection process. A total of 13 sustainability risks were identified. These have been reviewed by the External CSR Focus Committee.

The risks identified were reviewed first by the Audit & Risk Committee, and then by the Board of Directors, to oversee implementation of appropriate policies on reducing impacts and frequency, and improving control methods.

The External CSR Focus Committee and Bureau Veritas’ CSR Steering Committee have assessed the importance of non-financial risks and opportunities for Bureau Veritas. The findings of the 2022 assessment are shown in the materiality matrix below.

Based on the risk mapping presented in Chapter 4 – Risk factors and management, the materiality matrix is presented from a Group sustainability angle.

Risks are analyzed from a sustainability perspective using a double materiality approach. This differs from the risk mapping described in Chapter 4, which focuses solely on financial materiality.

Bureau Veritas’ business inherently requires independence, impartiality and integrity. For this reason, ethics is one of the Group’s three “Absolutes”.

The Ethics absolute covers four major principles, set out in a Code of Ethics. These include a commitment to combat corruption. Because of its broad geographical coverage and its business of second- or third-party testing, inspection and certification, Bureau Veritas is potentially exposed to passive corruption risks in the countries most prone to this phenomenon. More generally, all corruption and influence-peddling risks are identified in a specific map, which was updated in 2021 (the previous update being in 2019). An action plan was drawn up in 2022 and rollout will continue in 2023.

Bureau Veritas prevents these risks by means of a compliance program founded on managerial commitment, risk mapping and risk management. The risks are managed in several different ways. Prevention begins with education via a Code of Ethics, a Business Partner Code of Conduct (BPCC), and a training program. It also involves making prior checks via an authorization platform for gifts, invitations, sponsorship activities and donations, along with a third-party due diligence procedure on entering into new business relationships. There is an alert system in place to detect possible risk occurrences and a monitoring procedure involving several stages of verification, including the due diligence procedures carried out by Internal Audit as part of its annual review of the anti-corruption system. Wherever necessary, remedial measures are taken, along with disciplinary measures if applicable.

The Group’s business partners, such as intermediaries, subcontractors, joint venture associates and key suppliers, are contractually bound to apply the BPCC in their dealings with Bureau Veritas. The BPCC includes the main principles and rules of the Code of Ethics, starting with the requirement on preventing corruption, influence-peddling and conflicts of interest.

The Group’s Code of Ethics sets forth the principles and rules on which the Group bases its development and long-term growth and builds relationships of trust with its clients, employees and business partners.

The Code of Ethics applies to all Group employees and complies with the requirements of the TIC Council.

It has four core principles:

Complying with these ethical principles has become a source of pride for all employees, who must ensure that their day-to-day decisions are taken in compliance with the Code of Ethics. Disciplinary measures that may lead to dismissal may be taken against any Bureau Veritas employee who fails to comply with the principles and rules set out in the Code of Ethics.

The Code of Ethics is available on the Group’s website and regularly updated, most recently in 2020. The latest update involved a change in writing style and the inclusion of many practical examples, intended to make the Code of Ethics more accessible and easier to read. The Bureau Veritas Code of Ethics is available in 25 languages.

The Bureau Veritas Compliance Program expresses a corporate governance commitment and includes the following components:

• ●the Group’s Code of Ethics;
• ●the BPCC;
• ●a manual of internal procedures;
• ●a corruption risk mapping process;
• ●a worldwide compulsory training program for all staff (available primarily as an e-learning module and supplemented by local training and awareness-raising initiatives);
• ●a whistleblowing procedure for internal and external ethics violations;
• ●internal and/or external due diligence procedures for business partners;
• ●control procedures, including for accounting, with the allocation of specific accounts for regulated transactions (gifts, donations, etc.);
• ●the annual certification of guidance frameworks and regular control and assessment processes, mainly conducted via an annual self-assessment campaign; and
• ●internal and external audits, including a specific audit for anti-corruption measures.

Since 2016, the e-learning module pertaining to the Compliance Program has been transferred to the Group’s dedicated MyLearning platform in order to enhance and facilitate its worldwide deployment. A new e-learning version, updated for changes in the Code of Ethics, was rolled out in 2021.

By applying dedicated internal rules and procedures, the Group takes particular care when selecting its business partners (intermediaries, joint venture partners, subcontractors, main suppliers), assesses its clients and the integrity of their actions, prohibits certain transactions, such as facilitation payments and kickbacks, and restricts others, such as donations to charitable organizations, sponsorships and gifts. After entering into a business relationship, Bureau Veritas monitors all operations and controls payments made in the most sensitive cases. In addition, the financing of political parties is prohibited.

The measures adopted to prevent both corruption and harassment and to comply with anti-trust rules and international economic sanctions are regularly improved. This is achieved by reviewing internal procedures, providing additional training and sending regular alerts through the Group’s network of Compliance Officers.

Each Operating Group has a dedicated manual covering its own specific legal, risk management and ethics issues designed to assist operating managers to comply with the rules applicable to the Group as a whole.

In carrying out its business, Bureau Veritas rolls out specific operational procedures for its inspectors and auditors to ensure the integrity and impartiality of its services.

The Group Compliance Officer is the head of Legal Affairs & Audit for the Group. He or she defines, implements and oversees the Compliance Program, assisted by a deputy and a network of Compliance Officers within each Operating Group. He or she also reports regularly to the Group Executive Committee on the progress made in action plans.

The Group Ethics Committee comprises the Chief Executive Officer, the Chief Financial Officer, the Human Resources Director, the Group Compliance Officer and, since 2022, the Deputy CEO (during the Chief Executive Officer transition period). The Committee meets whenever the circumstances so require. It oversees implementation of the Compliance Program and deals with all ethical issues submitted by the Group Compliance Officer. The Group Compliance Officer reports the violations of which he or she has been made aware and provides the Committee with a full yearly report on the implementation and monitoring of the Compliance Program.

The Board of Directors, through its Audit & Risk Committee, is directly involved in the governance of Bureau Veritas’ compliance actions, and specifically in efforts to counter corruption and influence peddling.

In this capacity, the Audit & Risk Committee oversees the definition and implementation of appropriate policies. It approves and monitors the implementation of an annual action plan on continuous improvement in the Group’s Compliance Program. It also monitors data from indicators reported to it in order to gauge the program’s performance in various areas (alert hotline, training, etc.). The Group Compliance Officer submits a half-yearly activity report to the Committee. The Audit & Risk Committee reports regularly on its work to the Board of Directors.

The legal representative of each legal entity (subsidiary or branch) is responsible for the application of the Code of Ethics and the Compliance Program by the employees falling within his or her authority. To this end, he or she is required to provide a copy of the Code of Ethics to all of his or her employees, ensure that they receive all necessary training, inform them of their duties in simple, practical and concrete terms, and make them aware that any violation of the Code of Ethics constitutes a serious breach of their professional obligations likely to result in disciplinary measures.

Each year, the Group carries out a compliance assessment, further to which a declaration is issued by the legal representative of each entity.

These declarations are then consolidated at the level of each Operating Group, after which an annual declaration of compliance is signed by each Executive Committee member responsible for an Operating Group. These declarations of compliance are sent to the Group Compliance Officer who issues an annual report which is presented to the Ethics Committee and subsequently to the Audit & Risk Committee.

Complying with Bureau Veritas’ ethical principles and rules is also taken into account in managers’ annual appraisals. Each manager is required to confirm compliance with the Group’s ethical standards during his or her annual appraisal. Questions, claims or comments from third parties concerning the Code of Ethics may also be sent directly to the Compliance Officer.

Compliance with the Code of Ethics is periodically reviewed by the internal auditors, who report their findings to the Group Compliance Officer and to the Audit & Risk Committee. Compliance auditing is one of the main cycles and procedures covered by the Group’s Internal Audit & Acquisitions Services department. Since 2019, Internal Audit teams have carried out a specific annual engagement to ensure the Compliance Program complies with the Sapin II law throughout the Group. Since 2021, it has carried out a similar engagement at the subsidiary level.

In addition, the Compliance Program is subject to a yearly external audit by an independent audit firm, which issues a certificate of compliance to the Group Compliance Officer, who subsequently sends it to the Compliance Committee of the TIC Council, the international association representing independent testing, inspection and certification (TIC) companies. Each year, the Group Compliance Officer presents the findings of this audit to the Ethics Committee and subsequently to the Executive Committee and the Audit & Risk Committee.

If a Group employee has a question or faces an issue relating to the implementation or interpretation of the Compliance Program, he or she may contact the local Compliance Officer or ask his or her local managers for advice.

If no satisfactory solution is forthcoming, if the employee is reluctant to discuss matters with his or her line manager, or if other procedures for handling individual complaints are not applicable, the employee can follow the whistleblowing procedure dedicated to ethical issues either by directly contacting the Compliance Officer or by contacting the external professional whistleblowing hotline. The matter will be treated confidentially, and the employee’s identity will not be disclosed.

Substantial work is underway for the consolidation and continuous improvement of certain Compliance Program, control and Internal Audit processes, in response to internal feedback, changes in legislation and shifting expectations expressed by the relevant regulatory agencies.

With regard to compliance with Sapin II, further measures were determined following the formation of working groups and were begun in 2022 to factor in the results of the latest corruption and influence-peddling risk mapping exercise, conducted in 2021. The plan comprises 54 actions, split between head office support functions and the seven Operating Groups.

The actions address different major Company processes appearing in the mapping (sales, purchasing, etc.). Head office oversees the implementation of actions aimed at reducing the probability of occurrence or the impact of common risk scenarios considered a priority for several Operating Groups, by improving existing control systems or developing new systems.

Eight such actions have been identified. The Operating Groups steer the specific actions targeting their specific priority risk scenarios. There are a total of 46 such actions, across the seven Operating Groups. The control systems to be strengthened or developed may concern the different risk management stages outlined in the third pillar of the recommendations of the French Anti-Corruption Agency (Agence française anticorruption – AFA).

Progress is monitored periodically by head office with the teams in charge of implementing the action plans in the Operating Groups. Adjustments can be made to the action plans during the briefings. At December 31, 2022, the actions were being deployed at a pace consistent with the schedules set in the plans.

Various indicators are tracked on a quarterly basis, including:

• ●a metric to ensure that all employees receive training on the Code of Ethics; new recruits have one month in order to complete this training;
• ●a metric for declarations by Operating Group Compliance Officers on ethics alerts sounded and the findings of investigations carried out on a dedicated platform. Alerts are categorized according to the Code of Ethics.
• ●In 2022, conclusions were reached on 232 alerts submitted during the year or in previous years, breaking down as follows:
  • ●83 alerts did not fall within the scope of the Group’s compliance alert system and were transferred to the departments best able to provide an appropriate response;
  • ●149 alerts were considered eligible for the system and were verified. Allegations investigated within the system concerned the “Shaping a Better Workplace”, “Shaping Better Business Practices” and “Shaping a Better Environment” policies, and infringements of laws and regulations in the Group’s host countries:
    • •for 98 alerts, it was not possible to substantiate the allegations investigated with tangible, objective evidence directly relevant to the cases reported,
    • •for 51 alerts, it was possible to objectively substantiate non-compliance with the Code of Ethics and/or the laws and regulations in question. None concerned violations of human rights and fundamental freedoms.

• ●For all of the above, the Group (i) put a stop to the actions or situation in question, (ii) where necessary, updated or implemented measures, procedures or controls to prevent their recurrence, and (iii) took disciplinary (or contractual) sanctions consistent with the misconduct of the employees (or service providers) concerned.

* “Other” concern breaches of the laws and regulations in Bureau Veritas’ host countries (two cases of fuel theft).

As Bureau Veritas is a services company, its people are the key source of value of its operation. They include engineers, technicians and other specialists skilled in quality, safety, environmental protection, and social responsibility. The ability to attract, engage, and grow such professionals is critical, and attracting talent from diverse backgrounds is a priority, as they play a key role in innovating, driving change, and delivering outstanding service. The Group also needs to have an engaged workforce – people who are continually learning – and to create an environment where their careers can thrive. Bureau Veritas’ Human Resources strategy is therefore designed to engage employees in a culture that is inclusive, and where personal development, well-being, and performance are prioritized.

Bureau Veritas’ HR strategy is expressed through a common framework (below) of three key pillars. The resources assigned to each area of focus are modified depending on any developments in the business strategy and in market conditions.

The center of the strategy (below) includes reference to the Group’s culture that is defined through the Bureau Veritas “Absolutes”, “Values”, and “Leadership Expectations”. This ensures that any operations/projects that support the pillars must align with the Group’s culture.

The compensation policy applicable to the Group’s managers aims to support the sustained performance of the Group and to ensure a balance between long-term and short-term performance measures. As such, managers qualify for variable reward that take into account their individual performance and the performance of the Group as a whole. The Group performance indicators for this variable reward are based on financial, environmental, societal and governance (ESG) indicators. Examples are the health and safety of employees, environmental impacts, and diversity and inclusion. In addition, the calculation of executive management bonuses includes sustainable development KPIs agreed at an individual level.

ESG criteria are also part of the performance conditions linked to the acquisition of performance shares and stock subscription or purchase options allocated to Bureau Veritas managers. These performance share plans and stock options are detailed in sections 3.8.3.2 – Performance shares and 3.8.3.3 – Stock subscription and purchase options, of this Universal Registration Document.

By including CSR criteria in its short- and long-term compensation plans, the Group affirms its strategy and commitment to CSR.

Quantifiable, measurable and ambitious CSR criteria are applied to the variable portion of the compensation of the Chief Executive Officer, the members of the Executive Committee and all Group managers.

• ●In 2022, 10% of the variable portion of the Chief Executive Officer’s compensation was indexed on sustainability criteria. In particular, 5% was linked to the acceleration of BV Green Line services and another 5% to CSR criteria, including the proportion of women in leadership positions, the accident rate, and the CO2 emission rate per employee.
• ●In 2022, quantifiable CSR criteria and objectives were included in the variable compensation policy applicable to members of the Executive Committee and to all Group executives, through a multiplier impacting the bonus to be paid, upwards or downwards, depending on the degree of achievement of each of the three criteria mentioned. This multiplier, introduced in 2022, is intended to support the Group executives in accelerating the rollout of the strategic CSR roadmap for each Operating Group. In addition, the objectives set at Group level have been individualized and applied to executives and managers according to their level and area of responsibility.
• ●CSR criteria were included in long-term incentive plans in 2022. They represent 20% of stock option and performance share plans, and concern all beneficiaries. Performance conditions include the proportion of women in leadership positions and the accident rate. Three-year targets have been set and performance will be assessed at the end of 2024.

• ●In 2023, CSR criteria will be included in the non-financial portion of bonuses paid to the Deputy CEO (future Chief Executive Officer), members of the Executive Committee and all Group executives.
• ●The proportion of CSR criteria will be kept at 20% in the long-term incentive plans planned for 2023. The criteria measured will be the proportion of women in leadership positions and carbon emissions per employee at the end of 2025.

The Board of Directors and its Committees are directly involved in the governance of the Bureau Veritas strategy on environmental protection in general and on countering climate change, adapting to it and preserving biodiversity in particular.

In this capacity, it oversees Bureau Veritas’ strategy and ensures that policies are implemented. The Strategy Committee monitors the environmental strategy and ensures that it complies at all times with regulations and is adapted to stakeholders’ expectations. The Audit & Risk Committee monitors the data reporting process and ensures that the indicators reported are consistent and reliable.

Climate change is affecting our planet like never before. Frequently we see reports of wildfires, flooding, drought and abnormal climate patterns that are a source of suffering, conflict amongst people, irreversible damage to wildlife and business disruptions with important costs to organizations. In this context, it is Bureau Veritas’ responsibility to make a contribution to a better planet.

Several years ago, we started deploying a strategy with broad actions to minimize or reduce the impact of our activity on the environment. Bureau Veritas is committed to its emissions’ reduction and the decarbonization of society.

The Group’s environmental footprint is influenced mainly by the electricity used in its laboratories and work-related travel (air travel and the vehicle fleet). Bureau Veritas’ programs are mainly focused on these two aspects, with the overall goal of reducing the carbon footprint.

Bureau Veritas is fully committed to fighting climate change, and has joined the French Business Climate Pledge launched by MEDEF, France’s largest employer federation.

Bureau Veritas’ environment policy applies to all its activities. The Group sets annual targets for reducing the environmental impact and implements specific programs to reduce its footprint.

In 2022, the Group released an update of our dedicated environment statement. With this, we are strengthening our position when it comes to the protection of our planet and deepening our commitment to reduce our emissions.

We continued to enhance our reporting systems. Our willingness to further improve reporting reliability, drove us to develop an internal application called GreenHub. This platform is connected with Tableau and allows the community to collect data and analyze results/trends for precise and insightful action plans.

We have also initiated energy assessments in several of our laboratories to obtain clarity about consumption and opportunities to reduce and become more efficient.

Having a robust and certified management system deployed globally is critical to ensure the sustainability of the Group’s progress towards an environmentally friendly future. With this in mind, Bureau Veritas aims to grow the ISO 14001 certification footprint, which is measured through a headcount-based certified metric. In 2022, there was a 12-point increase in the footprint versus 2019. All Operating Groups are making an effort to grow on this front. In 2022, we were able to maintain the headcount coverage.

In the past few years, our CO2 emissions per revenue have improved significantly. In 2022 alone, we dropped 12% compared to 2021. This is a clear emblem on how our Company’s business is becoming greener and how we are transitioning to a more neutral organization.

Bureau Veritas has been tracking on the right direction towards its objective of 2.0 tons of CO2 per employee in 2025. Driven by Scope 2 emissions and the significant increase in renewable energy consumption, we closed 2022 with 2.32 tons per employee, placing the Group on the right direction to reach our objective.

Bureau Veritas has modified its methodology for reporting greenhouse gas emissions. Whereas the previous methodology excluded small offices with fewer than 50 employees and laboratories with fewer than 25, the new methodology includes them. This increases the coverage rate from 96% to 100%, giving a 1.3% increase in GHG emissions for 2022.

Market-based method for 2022 and 2021. Location-based method for 2020.

All levels of the organizational structure have been aggressively tackling climate change challenges and seeking opportunities to reduce our emissions. Our biggest driver in terms of performance has been the reductions made on Scope 2 and electricity consumption. The increase in renewable energy has been quite significant in offsetting the increase in emissions related to business travel, driven by the re-opening of economies post Covid-19.

The following emissions scopes are considered:

• ●Scope 1 – Direct emissions: sum of direct emissions resulting from burning fossil fuels such as oil and gas or from resources owned or controlled by the Group (including fleet vehicles);
• ●Scope 2 – Indirect emissions: sum of indirect emissions arising from the purchase or production of electricity;
• ●Scope 3 – Other emissions: sum of other indirect emissions (see below breakdown).

With Bureau Veritas’ business configuration, it is not surprising that purchased goods and services takes the lion’s share of our Scope 3 emissions. Within this category we were able to identify two main components; the emissions generated by subcontracted services (28%) and products/supplies that we acquire from our laboratories (54%). The organization is embarking on an analysis to generate granularity and obtain clarity on which products and suppliers generate the most emissions so that in the near future we are able to define a precise strategy and action plan for the footprint reduction of our suppliers.

Other indicators are presented in section 2.9 – Sustainability indicators, of this Universal Registration Document

2021 and 2020 Scope 3 emissions were restated to include upstream emissions from purchases of fuels and transmission and distribution losses.

Origin of CO2 emissions are 48.7% from energy consumption, 46.7% from business travel and 4.6% from waste, water, paper and ODS (ozone depleting substances).

The European Green Deal lays out a set of baseline regulations to step up Europe’s environmental transition with a view to reducing CO2 emissions by 55% by 2030 and achieving carbon neutrality by 2050, as set out in the Paris agreements.

These regulations apply to many sectors, including energy, buildings and transportation, as well as sustainability reporting in general. Bureau Veritas works with organizations in these sectors on an everyday basis.

Most of the regulations will entail an increase in industrial investments, which will require quality and safety inspections, and generate new sustainability reporting needs, which in turn will require auditing and certification by independent third parties.

To best support its clients’ projects, Bureau Veritas has adapted its service offering to meet their needs for compliance with the new requirements of the European Green Deal regulations. Priority attention is given to the following regulations and directives:

• ●Green Taxonomy;
• ●corporate sustainability reporting directive (CSRD);
• ●carbon border adjustment mechanism (CBAM);
• ●energy efficiency directive (EED);
• ●energy performance of buildings directive (EPBD);
• ●renewable energy directive (RED).

Similar initiatives are being taken in China, the United States and many other countries that have also committed to the Paris agreements.

The indicators concern the Group’s reporting scope, unless otherwise specified. Indicators for the 2021-2025 strategic plan are shown in bold.

To facilitate the reading of this Universal Registration Document, the cross-reference tables below identify information contained in the Non-Financial Statement pursuant to articles L. 22-10-36, R. 225-104 et seq. and R. 225-105 of the French Commercial Code (Code de commerce):

The laws and regulations taken into account in preparing this chapter include:

• ●European Directive 2014/95/EU of October 22, 2014 as regards the disclosure of non-financial information;
• ●the implementing decree transposing European Directive 2017-1265 of August 9, 2017 into French law;
• ●French law No. 2017-399 of March 27, 2017 on the duty of care of parent companies and subcontracting companies;
• ●European Regulation (EU) 2020/852 of June 18, 2020 on the establishment of a framework on promoting sustainable investment;
• ●the French law on transparency, the fight against corruption and the modernization of the economy (“Sapin II”);
• ●French law No. 2018-898 of October 23, 2018 (anti-fraud law);
• ●French law No. 2018-938 of October 30, 2018 on the fight against food insecurity.

The requirements of articles L. 22-10-36 and R. 225-104 to R. 225-105-2 of the French Commercial Code implementing the European Directive on the disclosure of non-financial information into French law and forming the basis of the Company’s Non-Financial Statement are addressed in the following chapters:

• ●the business model is presented in the Integrated Report (from page 2) and in sections 1.1 to 1.8 of this Universal Registration Document;
• ●the analysis of major risks facing the Group is included in section 4.1 – Risk factors, while section 2.4 describes risks and opportunities of a non-financial nature;
• ●the policies, action plans and follow-up indicators are presented in the sub-sections discussing non-financial risks.

The indicators presented in this section were calculated based on data collected from the Operating Groups. These data were then consolidated by the departments concerned (Human Resources, Legal Affairs and Audit, QHSE, Technical, Quality, Risks and Finance) using proven methods. Changes in methods or scope are reported systematically.

The information published in this document is mainly taken from the Group’s HR reporting system. It is published and submitted on a monthly basis to Executive Committee members and to the HR departments of the various Operating Groups. Within the Group HR department, a reporting team is in charge of verifying and publishing data in conjunction with the local managers.

An annual survey is also conducted among the HR Directors of the Operating Groups to compile the relevant qualitative information presented in section 2.6 – Social and human capital – Shaping a Better Workplace, of this Universal Registration Document.

The HR data are continuously updated in the Group HR information system (HRIS), except for the training indicators, which are updated by the local teams and are reported on a quarterly basis.

Workforce data are provided on a Group-scope basis.

Training data covers 100% of the Group’s workforce; absenteeism data covers the Group excluding North America, i.e., approximately 90% of the workforce.

The data on profit-sharing agreements extends beyond Bureau Veritas SA, covering all Group companies.

The data on profit-sharing agreements extend beyond Bureau Veritas SA and cover the Company’s six French subsidiaries: Bureau Veritas Services, Bureau Veritas Services France, Bureau Veritas Exploitation, Bureau Veritas Construction, Bureau Veritas GSIT and Bureau Veritas Marine & Offshore.

Detailed, regularly updated documentation is available in the Group’s IT systems. Each new user and/or contributor to HR reporting must complete training on how to collect and enter data, as well as on the online consultation of indicators. This training is provided by the Group HR department.

Year ended the December 31, 2022

To the General Assembly,

In our capacity as an independent third party (“third party”), accredited by the French Accreditation Committee (COFRAC) under the number n° 3-1681 (COFRAC Inspection n°3-1681, scope available on at www.cofrac.fr), and as a member of the network of one of the statutory auditors of your entity (hereinafter “Entity”), we have undertaken a limited assurance engagement on the compliance of the consolidated non-financial statement for the year ended December 31, 2022 (hereinafter the “Statement”) with the provisions of Article R. 225-105 of the French Commercial Code (Code de commerce) and on the fairness of the historical information (whether observed or extrapolated) provided pursuant to 3° of I and II of Article R. 225-105 of the French Commercial Code (hereinafter the “Information”) prepared in accordance with the entity’s procedures (hereinafter the “Guidelines”), included in the management report pursuant to the requirements of articles L. 225 102-1, R. 225-105 and R. 225-105-1 of the French Commercial Code (Code de commerce).

It is also our responsibility to express, at the request of the Entity and outside the scope of accreditation, an opinion in the form of reasonable assurance on the fact that the information selected by the Entity and identified by the sign * in Appendix 1 (hereinafter the “Selected Information”) has been prepared, in all material respects, in accordance with the Guidelines.

Based on the procedures performed, as described in “Nature and scope of the work”, and on the elements we have collected, nothing has come to our attention that cause us to believe that the consolidated non-financial statement is not prepared in accordance with the applicable regulatory provisions and that the Information, taken as a whole, is not presented fairly in accordance with the Guidelines, in all material respects.

In our opinion, the Selected Information by the Entity are prepared, in all material respects, in accordance with the Guidelines.

The absence of a commonly used generally accepted reporting framework or a significant body of established practice on which to draw to evaluate and measure the Information and the Selected Information allows for different, but acceptable, measurement techniques that can affect comparability between entities and over time.

Consequently, the Information and the Selected Information needs to be read and understood together with the Guidelines, summarised in the Statement.

As stated in the Statement, the Information and the Selected Information may be subject to uncertainty inherent to the state of scientific and economic knowledge and the quality of external data used. Some information is sensitive to the choice of methodology and the assumptions or estimates used for its preparation and presented in the Statement.

It is the responsibility of the Board of Directors to:

• ●select or establish suitable criteria for the preparation of the Information and the Selected Information;
• ●prepare a Statement in accordance with legal and regulatory requirements, including a presentation of the business model, a description of the main non-financial risks, a presentation of the policies applied with regard to these risks as well as the results of these policies, including key performance indicators and, in addition, the information required by Article 8 of Regulation (EU) 2020/852 (green taxonomy);
• ●and to implement the internal control procedures it deems necessary to ensure that the Information and the Selected Information are free from material misstatement, whether due to fraud or error.

The Statement has been prepared in accordance with the entity’s procedures as mentioned above.

On the basis of our work, our responsibility is to provide a report expressing a limited assurance conclusion on:

• ●the compliance of the Statement with the requirements of article R. 225-105 of the French Commercial Code;
• ●the fairness of the information provided in accordance with article R. 225 105 I, 3° and II of the French Commercial Code, i.e., the outcomes, including key performance indicators, and the measures implemented considering the principal risks.

It is also our responsibility to express, at the request of the Entity, an opinion in the form of reasonable assurance that the Selected Information are prepared, in all material respects, in accordance with the Guidelines.

As it is our responsibility to form an independent conclusion on the Information and the Selected Information as prepared by management, we are not permitted to be involved in the preparation of the said information, as this could compromise our independence.

However, it is not our responsibility to comment on :

• ●the entity’s compliance with other applicable legal and regulatory requirements, in particular the information required by Article 8 of Regulation (EU) 2020/852 (green taxonomy), the French duty of care law and anti-corruption and tax avoidance legislation
• ●the fairness of the information required by Article 8 of Regulation (EU) 2020/852 (green taxonomy);
• ●the compliance of products and services with the applicable regulations.

Applicable regulatory provisions and professional guidance

The work described below was performed in accordance with the provisions of articles A. 225-1 et seq. of the French Commercial Code, the professional guidance of the French Institute of Statutory Auditors (“Compagnie Nationale des Commissaires aux Comptes”) applicable to such engagements and acting as the verification programme and with ISAE 3000 (revised)(8).

Our independence is defined by the requirements of article L. 822-11 of the French Commercial Code and the French Code of Ethics (Code de déontologie) of our profession. In addition, we have implemented a system of quality control including documented policies and procedures regarding compliance with applicable legal and regulatory requirements, the ethical requirements and French professional guidance.

Our verification work mobilized the skills of eight people and took place between September 2022 and March 2023 on a total duration of intervention of about twenty weeks.

We conducted a dozen of interviews with the persons responsible for the preparation of the Statement including those in charge of risk management, compliance, ethics and human rights, customer satisfaction, cybersecurity, personal data protection, human resources, health and safety, environment and climate plan, and supply chain management.

We planned and performed our work taking into account the risks of material misstatement of the Information.

In our opinion, the procedures we have performed in the exercise of our professional judgment enable us to provide a limited level of assurance:

• ●we obtained an understanding of all the consolidated entities’ activities and the description of the principal risks associated;
• ●we assessed the suitability of the criteria of the Guidelines with respect to their relevance, completeness, reliability, neutrality and understandability, with due consideration of industry best practices, where appropriate;
• ●we verified that the Statement includes each category of social and environmental information set out in article L. 225 102 1 III of the French Commercial Code as well as compliance with human rights and anti-corruption and tax avoidance legislation;

• ●we verified that the Statement provides the information required under article R. 225-105 II of the French Commercial Code, where relevant with respect to the principal risks, and includes, where applicable, an explanation for the absence of the information required under article L. 225-102-1 III, paragraph 2 of the French Commercial Code;
• ●we verified that the Statement presents the business model and a description of principal risks associated with all the consolidated entities’ activities, including where relevant and proportionate, the risks associated with its [their] business relationships, its [their] products or services, as well as its [their] policies, measures and the outcomes thereof, including key performance indicators associated to the principal risks;
• ●we referred to documentary sources and conducted interviews to:
• ●assess the process used to identify and confirm the principal risks as well as the consistency of the outcomes, including the key performance indicators used, with respect to the principal risks and the policies presented, and
• ●corroborate the qualitative information (measures and outcomes) that we considered to be the most important presented in Appendix 1; concerning certain risks (professional ethics, information security, product and service innovation, intellectual property, customer satisfaction), our work was carried out on the consolidating entity, for the others risks, our work was carried out on the consolidating entity and on a selection of entities: FRA_92 - BUREAU VERITAS MARINE & OFFSHORE; CHN_242 - Bureau Veritas Consumer Products Services (Shanghai) Co., Ltd; HKG_009 - Bureau Veritas Hong Kong Limited; CHN_464 - Bureau Veritas Consumer Products Services (Guangzhou) Co., Ltd; IND_240 - Bureau Veritas Consumer Products Services India Private Limited; USA_V55 - Bureau Veritas Consumer Products Services, Inc.; SGP_609 - Inspectorate (Singapore) Pte Ltd; FRA_77 - BUREAU VERITAS EXPLOITATION; FRA_76 - BUREAU VERITAS CONSTRUCTION;
• ●we verified that the Statement covers the scope of consolidation, i.e., all the consolidated entities in accordance with article L. 233-16 of the French Commercial Code;
• ●we obtained an understanding of internal control and risk management procedures the entity has put in place and assessed the data collection process to ensure the completeness and fairness of the Information;
• ●for the key performance indicators and other quantitative outcomes that we considered to be the most important presented in Appendix 1 , we implemented:
• ●analytical procedures to verify the proper consolidation of the data collected and the consistency of any changes in those data;
• ●tests of details, using sampling techniques, in order to verify the proper application of the definitions and procedures and reconcile the data with the supporting documents. This work was carried out on a selection of contributing entities and covers between 11% and 49% of the consolidated data relating to the key performance indicators and outcomes selected for these tests (13% of employees, 49% of women in management positions, 17% of training hours, 48% of accidents, 11% of greenhouse gas emissions related to Scope 2, 21% of greenhouse gas emissions related to business travel);
• ●we assessed the overall consistency of the Statement based on our knowledge of all the consolidated entities.

The procedures performed in a limited assurance review are less in extent than for a reasonable assurance opinion in accordance with the professional guidelines; a higher level of assurance would have required us to carry out more extensive procedures.

1. ●With regard to the Selected Information by the Entity, we performed work of the same nature as that described in the section “Nature and scope of the work on the Information” for the key performance indicators and other quantitative results that we considered to be the most important, but in greater depth, in particular with regard to the scope of the tests.
2. ●The selected sample thus represents 48% and 49% of the Selected Information.
3. ●We believe that this work allows us to express an opinion in the form of reasonable assurance on the Selected Information.

Paris-La Défense, March 9, 2023

French original signed by: Independent third party

EY & Associés

Laurent Vitse

Partner, Sustainable Development

Pursuant to articles L. 22-10-10 and L. 225-37-4 of the French Commercial Code (Code de commerce), this report on corporate governance, drawn up under the responsibility of the Board of Directors in accordance with article L. 225-37 of said Code, contains details of the composition of the Board and the conditions governing the preparation and organization of the Board’s work in 2022. The report was reviewed by the Nomination & Compensation Committee at its meeting of February 17, 2023. It was reviewed in draft form and approved by the Board of Directors at its meeting of February 22, 2023.

The report refers to the application of the principle of gender balance and also includes a list of the directorships and positions held by each Corporate Officer, the limitations of powers imposed on the Chief Executive Officer, the Corporate Governance Code to which the Company refers, a summary of delegations of authority relating to capital increases, a description of the procedure implemented to regularly assess agreements entered into in the ordinary course of business and under arm’s length conditions, the conditions for participating in Shareholders’ Meetings, and the issues likely to have an impact in the event of a public offer.

It specifies the rules and principles adopted by the Board of Directors for determining the compensation and benefits in-kind awarded to Corporate Officers. It also includes the report on the items to be submitted to a vote at the Shareholders’ Meeting called to approve the 2022 financial statements, seeking approval of the policies governing compensation due to Directors, the Chairman of the Board of Directors and the Chief Executive Officer (ex-ante vote) and the principles and criteria for determining, allocating and awarding the fixed, variable and extraordinary components of the total compensation and benefits in-kind awarded or paid to the Directors, the Chairman of the Board of Directors and the Chief Executive Officer (ex-post vote).

In accordance with the above-mentioned article L. 22-10-10, Bureau Veritas has chosen to refer to the AFEP-MEDEF Corporate Governance Code of Listed Corporations (the “AFEP-MEDEF Code”). In preparing this report, Bureau Veritas also followed the recommendations of the French financial markets authority (Autorité des marchés financiers – AMF). Each year, particular attention is paid to the activity report issued by the French High Commission for Corporate Governance (Haut comité du gouvernement d’entreprise – HCGE) and to the AMF’s annual report on corporate governance and executive compensation. An analysis of the Company’s practices along with any proposals for improvement in the form of assessment grids are presented to the Nomination & Compensation Committee and to the Board of Directors.

Since 2009, the Grands Prix de la Transparence, awarded by an independent panel of experts and organized by Labrador, have recognized the quality of regulatory communications provided by French companies listed on the SBF 120 index. One of the aims of these awards is to enable French issuers to evaluate their transparency on an annual basis and identify industry best practices. Each year, the criteria are reviewed and the requirements increased.

In 2021, Bureau Veritas won an award in the “Charter of Ethics” category. The award analyzed some 30 criteria related to accessibility, accuracy, comparability and availability, and recognizes Bureau Veritas’ efforts to improve clarity and transparency in revising its Code of Ethics.

Since 2022, the Grands Prix de la Transparence have organized an “Ethics & Compliance” award based on 75 objective and universal criteria applied to information (Universal Registration Document, Code of Ethics, Anti-Corruption Code of Conduct, duty of care plan, ethics and compliance policies and procedures, website) made available to the public by SBF 120 companies. In 2022, Bureau Veritas won an award in the “Code of Ethics” category.

The Company is governed by a Board of Directors, which elects a Chairman and a Vice-Chairman from among its members. The roles of Chairman of the Board of Directors and Chief Executive Officer have been separate since February 13, 2012.

Aldo Cardoso has served as Chairman of the Board of Directors since March 8, 2017.

Laurent Mignon, Chairman of the Executive Board of Wendel SE, the controlling shareholder, has served as Vice-Chairman of the Board of Directors since December 15, 2022, following the departure of André François-Poncet at the same date.

The Board of Directors currently has 12 members.

Directors are appointed at the Ordinary Shareholders’ Meeting and their term of office is four years. At the end of this period, they may be reappointed for a further four-year period. However, in accordance with the by-laws, the Ordinary Shareholders’ Meeting can follow the Board’s recommendations and appoint or reappoint one or more Directors for a term of one, two or three years, thereby ensuring a gradual renewal of the Board members.

The proportion of Board members over 70 years old may not, at the close of a given Annual Ordinary Shareholders’ Meeting, exceed one-third of Board members in office.

Information on Board members’ nationality, age, business address, offices held within and outside the Company, main functions, start and end dates of terms of office, detailed biographies and a list of positions held by the Directors over the previous five years are presented below, primarily in the table entitled “Composition of the Board of Directors and the Board Committees at December 31, 2022”. The Directors agree to comply with the law as regards the holding of multiple offices and to apply the recommendation of the AFEP-MEDEF Code, which states that Directors may not hold more than four other offices outside of Bureau Veritas SA in listed French or foreign companies. Information on the number of offices held is given in the biography of each Director and of the Chief Executive Officer (section 3.2.4 – Director biographies and section 3.4.1 – Chief Executive Officer).

In order to promote diversity, the composition of the Board and the Board Committees is of particular concern to the Board of Directors. The Board bases itself on the work and recommendations of the Nomination & Compensation Committee, which regularly reviews and makes suggestions as needed regarding appropriate changes to be made in the composition of the Board and the Board Committees in line with the Group’s strategy. Before reappointing a Director or upon the departure of a Director resulting in the appointment/co-optation of a new Director, the Nomination & Compensation Committee reviews the composition of the Board and considers any expertise and experience it may need, supported by the diversity policy described below.

Having Directors from diverse backgrounds enables the Board to remain dynamic, creative and effective. Diversity also enhances the quality of the Board’s deliberations and decisions. Diversity practices are based on a policy put in place by the Group for its governing bodies to ensure balanced representation within the Board, particularly in terms of independence, gender, age and seniority, but also in terms of culture, skills, expertise and nationality.

The Board verifies that Directors together have an appropriate range of complementary skills commensurate with the Board’s long-term strategic and development goals. The desired skills cover the following range of functions: strategy, finance, operations, human resources, digital, IT, services, transport, energy, governance, international, taxation, M&A, and Corporate Social Responsibility.

The Board also seeks to maintain an appropriate mix of longer-standing and newer members, which lends it a perfect combination of dynamism and experience. It also looks to ensure that Directors’ terms of office expire in different years, which also helps to maximize diversity among its members.

The Board ensures that in the presence of its controlling shareholder, more than one-third of its Directors are independent. It also continuously strives to pursue its objective of diversifying the composition of the Board in accordance with legal requirements to ensure an appropriate gender balance. In this regard, its diversity policy goes beyond the requirements of the AFEP-MEDEF Code, which recommends that one-third of Directors are independent in the presence of a controlling shareholder (within the meaning of article L. 233-3 of the French Commercial Code).

As part of the Board’s yearly self-assessment exercise, the members of the Board are also asked for their views on the Directors’ profiles and on any expertise they feel the Board lacks.

The Director selection process was applied on two occasions in 2022:

• ●following the departure of a Director and the reappointment of two Directors, submitted to the Shareholders’ Meeting of June 24, 2022 for approval, the Board of Directors, acting on the recommendation of the Nomination & Compensation Committee, decided to ask shareholders to approve the reappointment of Aldo Cardoso and Pascal Lebard, along with the appointment of Jean-François Palus;
• ●following the resignation of André François-Poncet as Director and Vice-Chairman of the Board of Directors, the Board of Directors’ meeting of December 15, 2022 decided to co-opt Laurent Mignon as Director and Vice-Chairman of the Board of Directors.

The Company has not appointed an employee Director insofar as it is exempt from this obligation in its position as the subsidiary of a company itself required to appoint an employee Director, within the meaning of article L. 22-10-7 of the French Commercial Code. Accordingly, it is not required to appoint an employee Director to the Nomination & Compensation Committee.

Pursuant to article L. 22-10-5 of the French Commercial Code, listed companies in which over 3% of the capital is held by employees are required to appoint one or more employee representatives to the Board of Directors. At December 31, 2022, employees held 0.71% of the Company’s capital. Accordingly, this requirement is not applicable to the Company.

Bureau Veritas strives to ensure that its Directors have a sound knowledge of the Group’s businesses, its strategy, and the challenges it faces.

At each Board of Directors’ meeting, Directors are given a presentation of one of the Group’s businesses by the Executive Committee member in charge of that business. Directors may also liaise with members of the management team during Board and Board Committee meetings.

The sessions dedicated to the Group’s strategy – taking the form of a one-day “offsite” seminar involving members of the Executive Committee and the management team – could not be held during the Covid-19 pandemic. They will resume in 2023.

Training on specific topics can also be organized at the Board of Directors’ request.

Directors also receive press releases and shareholder information (Universal Registration Document, letters to shareholders) and the daily press review.

An integration and induction program for new Board members has been set up and involves:

• ●meetings with members of the Executive Committee and other key people in the organization;
• ●site visits;
• ●a welcome kit comprising:
  • ●the permanent record of the Board of Directors, which details:
    • •the composition and functioning of the Company’s corporate bodies,
    • •a directory of Board members,
    • •the schedule of Board and Board Committee meetings,
    • •the Company’s by-laws,
    • •the Internal Regulations of the Board of Directors and its Committees,
    • •the Insider Trading Policy,
    • •the schedule of black-out periods,
    • •AMF instructions relating to the transactions of executives and persons discharging managerial responsibilities, referred to in article 19 of the Market Abuse Regulation,
    • •a guide to ongoing disclosures and the management of inside information,
    • •the contact details of the bank managing the Company’s registered shares and of Bureau Veritas contacts,
    • •the AFEP-MEDEF Corporate Governance Code of Listed Corporations,
    • •the Group’s Code of Ethics,
    • •the Universal Registration Document;
  • ●the Director’s handbook published by the IFA (French Institute of Directors).

The Board of Directors has identified the skills, experience and expertise needed to successfully perform its duties, given the nature and scope of the Company’s international operations, its medium- and long-term strategy and the risks involved.

Strategy: experience in defining strategy and successfully managing strategic issues.

International experience: previous or current experience as a Chief Executive Officer, Executive Committee member or senior executive in a large entity, or in high-level consulting or managerial functions, internationally or in a group with a global footprint. Experience acquired in international groups. International experience is also proof of the ability to successfully manage a cross-cultural environment, and time spent in a professional capacity in another country or in a corporate office in an international group.

Finance/accounting: extensive experience of corporate finance and auditing processes, financial control and reporting, risk management and insurance, accounting, cash management, taxation, mergers and acquisitions, and capital markets.

Manufacturing industry expertise: expertise in one of the Group’s vertical industries such as construction, real estate, transportation, Oil & Gas, marine & offshore, nuclear, defense, automotive, aerospace, IT, electronics and consumer products (the list is not exhaustive and is as broad and diverse as the Group’s clients). Ideally, this expertise has been acquired from roles held within one of the Group’s clients or competitors, but it can also derive from long-standing commercial operations in this market. It should be complemented by knowledge of the services business.

Digital: expertise or recent experience in developing and implementing technology and/or digital strategies, experience in companies with a strong technology and/or digital focus.

Knowledge of the services sector: experience of the services sector, knowledge of the Group’s businesses and competitive environment, experience in a business sector focused on innovation in BtoBtoS services.

Sustainable development – Commitment to society and human resources: understanding of environmental, social, societal and governance issues as well as knowledge of effectively managing non-financial performance. Sustainable development is a twofold challenge for Bureau Veritas, closely linked to its expertise in the fields of health, safety, quality, environmental protection and human rights, but also to its commitment as a responsible corporate citizen on environmental, social and governance issues.

The table below shows the main key skills of each Director:

The conditions governing the preparation and organization of the work of the Board of Directors are set out in the Board’s Internal Regulations. The Internal Regulations represent the Governance Charter for Directors. They can be consulted on the Company’s website.

The Board of Directors meets as often as needed in the interests of the Company; meetings are convened by its Chairman. The Board met eight times in 2022, with only one session held by video conference.

The provisional annual schedule of Board of Directors’ meetings (excluding extraordinary meetings) is drawn up and sent out to each member before the end of the first half of the year.

The Statutory Auditors are invited to attend meetings of the Board held to finalize the annual and half-year financial statements.

For each meeting, a file covering the items on the agenda is prepared and sent to each member a few days before the meeting to allow prior examination of documents by the Directors.

During meetings, members of Executive Management give a detailed presentation of the items on the agenda. Each Director is provided with all the information needed to carry out his or her duties and can ask Executive Management to provide him or her with any useful documents (including any critical information about the Company). Presentations are followed by discussions before a vote is taken. Detailed minutes in draft form, summarizing the discussions and questions raised and mentioning the decisions and reservations made, are then sent to members for examination and comment before being formally approved by the Board of Directors.

The Directors may also be provided with useful information about the life of the Company at any time if such information is considered important or urgent.

They may also receive additional training, if they see fit, on the Group, its businesses and sector of activity.

In accordance with the provisions of the AFEP-MEDEF Code, which recommends that at least one meeting be held each year without the presence of the Executive Corporate Officers, the Internal Regulations provide that the Company’s non-executive Directors meet once a year without the Executive Directors or Company Directors being present, in order to evaluate the performance of the Chairman, the Chief Executive Officer and the Deputy Chief Executive Officer(s).

This meeting is also an opportunity to reflect on the future of the management team. Each year, executive sessions are held (i.e., without the presence of the Chief Executive Officer). The Directors may also meet with the Company’s key executives without the Chief Executive Officer (who is notified in advance).

In 2022, four executive sessions were held for practical reasons following the Board of Directors’ meeting. The discussions focused on governance issues.

At the date this Universal Registration Document was filed, there were no service agreements between Corporate Officers or Directors and the Company or its subsidiaries providing for any benefits.

The table below summarizes the delegations of authority and authorizations relating to share capital granted by the Shareholders’ Meeting to the Board of Directors that are still in effect at the filing date of this Universal Registration Document.

This section was prepared by the Board of Directors in conjunction with the Nomination & Compensation Committee, and sets out:

• ●the compensation policies applicable to Corporate Officers (Directors, Chairman, Chief Executive Officer and Deputy Chief Executive Officer(s)) in respect of their corporate office, pursuant to article L. 22-10-8 I of the French Commercial Code (Code de commerce), which will be the subject of a resolution to be put to the vote at the 2023 Shareholders’ Meeting (see section 3.7.2);
• ●the report on compensation paid in or awarded for 2022, as required under articles L. 22-10-34 I and II and L. 22-10-9 I of the French Commercial Code (see section 3.7.3) and notably including:
  • ●the information referred to in article L. 22-10-9 I of the French Commercial Code concerning each Corporate Officer, as well as the ratios measuring compensation awarded to the Chairman and the Chief Executive Officer as a proportion of the compensation paid to Group employees alongside changes in those ratios over the past five years in relation to the Group’s performance, which will be the subject of a resolution to be put to the vote at the 2023 Shareholders’ Meeting pursuant to article L. 22-10-34 I of the French Commercial Code, and
  • ●the fixed, variable and extraordinary components of the total compensation and benefits in-kind paid in or awarded for 2022 to the Chairman and the Chief Executive Officer, which are the subject of two separate resolutions pursuant to article L. 22-10-34 II of the French Commercial Code;
• ●the standard tables summarizing the information to be disclosed in the Universal Registration Document on compensation paid or awarded to Corporate Officers by the Company or by any company included in the scope of consolidation, pursuant to article L. 233-16 of the French Commercial Code and in accordance with the AFEP-MEDEF Code and AMF recommendations in this regard (the “AMF Table(s)”) (see section 3.7.4);
• ●the reports required by articles L. 225-184 and L. 225-197-4 of the French Commercial Code on stock option and performance share grants (see section 3.8.3).

The information presented in this section also takes into account the recommendations set out in the AFEP-MEDEF Code, as well as those issued by the AMF on corporate governance and executive compensation in listed companies.

The compensation policy for each category of Corporate Officer is reviewed each year to ensure that it complies with applicable regulations, market practices, recommendations of the AFEP-MEDEF Code and of the AMF, and that shareholders’ remarks and the votes cast by shareholders at Annual Shareholders’ Meetings are duly taken into account.

The policies were last reviewed on February 22, 2023 by the Board of Directors, following a recommendation of the Nomination & Compensation Committee. Pursuant to article L. 22-10-8 of the French Commercial Code, each policy is put to the vote of shareholders at the Shareholders’ Meeting. If shareholders reject the policies, the last policies approved will continue to apply.

The overall compensation structure is in line with the Group’s strategy and objectives to achieve a fair balance between each component of compensation in order to improve performance and competitiveness over the medium and long term.

The Chief Executive Officer’s compensation consists of clearly established components, each linked to a specific objective.

The policy, mechanisms and levels of compensation awarded to the Chief Executive Officer are set consistently with those applicable to the Group’s other executives.

Each year, the Nomination & Compensation Committee reviews and assesses the appropriateness of the compensation packages and particularly the criteria relating to the award of variable compensation for the coming year.

To do so, it considers the factors set out in the chart below:

In order to establish an appropriate level of compensation for each category of Corporate Officer, the Nomination & Compensation Committee relies on the recommendations of an independent external consulting firm to benchmark compensation practices and adopt best governance principles. The ability to attract, motivate and retain world-class executives through competitive compensation is essential to the Group’s success.

Given the Group’s unique characteristics within the SBF 120 index and the European TIC sector, as well as its broad geographic footprint spanning nearly 140 countries across the globe, the benchmarking study is based on the following peer groups:

• ●CAC 40 and Next 20 companies;
• ●similar-sized companies in the Services sector;
• ●companies in the international TIC sector.

The Board of Directors has decided not to introduce a clawback clause for variable compensation, as it considers it unnecessary given the demanding annual objectives underpinning the variable portion. Payment of variable compensation for a given year is subject to the approval of the Shareholders’ Meeting pursuant to article L. 22-10-34 II of the French Commercial Code.

The rules governing the Chief Executive Officer’s compensation are simple by choice.

Each year, the Nomination & Compensation Committee recommends financial and non-financial performance criteria and specific levels of objectives to the Board of Directors. The criteria and levels selected are consistent with the Group’s strategy.

The compensation policy has three main objectives:

The structure and level of executive compensation is benchmarked each year against the practices of companies with similar characteristics, challenges and environments, with the help of independent consulting firms. The markets serving as a benchmark in the analysis are the CAC 60 (CAC 40 companies and the top 20 companies of the SBF 120) and the international TIC market.

Performance-based variable pay is a key component of the executive compensation policy. The performance criteria used to determine the annual bonus and long-term incentive plans are demanding, and are aligned with the Group’s strategy and the interests of its shareholders.

The compensation policy is designed to attract, motivate and retain the Group’s high-performing employees and to meet the expectations of shareholders and other stakeholders, particularly by tying compensation to the Group’s performance. The policy is aligned with the Company’s interests and respects Corporate Social Responsibility concerns, thereby ensuring the continuity of the Group’s business.

The compensation policy applicable to Executive Committee members is reviewed annually by the Nomination & Compensation Committee and the Board of Directors, and is in line with the principles and objectives used to determine the compensation policy for the Chief Executive Officer.

Compensation awarded to Executive Committee members consists of:

• ●fixed compensation;
• ●annual variable compensation;
• ●a long-term incentive plan with the implementation of stock option and/or performance share grants subject to presence and performance conditions.

The performance criteria support the Group’s strategy and take into account the Group’s financial and operating performance as well as criteria related to Bureau Veritas’ Corporate Social Responsibility.

These principles and objectives underpin the compensation structure applicable to all Group employees.

Compensation for all Group employees is made up of fixed compensation and short- and long-term variable components. The short- and long-term variable components compensate individual and collective (financial and CSR) performance. Each employee is eligible for some or all of these components according to his or her responsibilities, skills and performance within the Group.

In compliance with the principles of the compensation policy, the Nomination & Compensation Committee applies a strict process when preparing executive compensation so as to enable the Board of Directors to make informed decisions.

The compensation policy for Corporate Officers is reviewed annually by the Board of Directors. As part of its review, the Board of Directors – based on the work of the Nomination & Compensation Committee – discusses whether it believes the policy should be revised (in terms of structure, components, level of compensation, etc.) in light of developments within the Group or its markets, and any particular events impacting the Group or its organization. The review is also an opportunity for the Board to assess and ensure that the policy remains consistent and relevant with respect to the objectives set for each category of Corporate Officer.

In the event of circumstances having a significant impact on a component of the Executive Corporate Officer’s variable compensation and/or on the Company’s performance, and, consequently, likely to alter the Board of Directors’ assessment of an Executive Corporate Officer’s performance, the Board of Directors may decide to adapt or adjust this compensation policy, in accordance with the conditions presented below. 

These provisions allow the Board of Directors to ensure that the applicable compensation policy remains in line with the performance and effective involvement of the Executive Corporate Officer, the performance and interests of the Company and the interests of its shareholders and employees. 

Accordingly and on an exceptional basis, the Board of Directors will have the power to adapt the performance criteria for annual variable compensation and/or long-term variable compensation and to adjust the parameters attached to those criteria (weightings, thresholds, targets, objectives) both upwards and downwards, in order to take into account the occurrence of exceptional circumstances which could not have been anticipated at the date of drafting of this compensation policy. 

The circumstances under which the Board of Directors may use this exceptional power are, in particular, a substantial change in the Group’s scope of consolidation or in the scope of responsibility of the Executive Corporate Officer concerned, or any event beyond the control of Bureau Veritas, such as a change in accounting method or standard, a major external event such as a pandemic or a major geopolitical event, or a structural change affecting the markets, the economy and/or one of the Group's business sectors. 

Under no circumstances may these adaptations or adjustments lead to the overall ceiling for the Executive Corporate Officer’s compensation being exceeded or the ceiling for any component of compensation, as defined by this compensation policy, being modified, nor may they call into question the pre-established nature of the compensation criteria. 

In such a case, the Board of Directors would make its decision on the recommendation of the Nomination & Compensation Committee, ruling on the matter without the presence of the Executive Corporate Officer concerned. This decision should be reasoned and justified in light of the circumstances that led to it. It shall be communicated as soon as possible to the Company’s shareholders. 

It should be noted that the Board of Directors did not derogate from or adjust the compensation policy in 2022. 

The Board of Directors also considered the practical application of the compensation policy if there were to be a change in governance or a new Corporate Officer appointed during the year, either to replace an outgoing Corporate Officer (executive or Director), or to strengthen Executive Management or the Board of Directors as a whole.

In such circumstances:

• ●in the case of a Director, compensation would be determined in accordance with the compensation policy applicable to Directors (see section 3.7.2.1 below); the Board would therefore take into account the date on which the Director’s term of office starts;
• ●in the case of a Chairman, Executive Corporate Officer, Chief Executive Officer or Deputy Chief Executive Officer, compensation would be set in accordance with the specific compensation policy applicable to the category concerned. The Board of Directors would conduct an overall analysis of the situation of the Corporate Officer in question (skills, experience, role, whether or not he or she works for the Group, etc.) and of the Group (context of the appointment, impact on governance, performance, etc.), in order, in the case of an Executive Corporate Officer, to determine the objectives for the variable portion, level of performance, maximum and weighting in relation to the annual fixed compensation, subject to the ceilings set out in the compensation policy applicable to the Chief Executive Officer and Deputy Chief Executive Officers (if any) (see section 3.7.2.3 below).

The Nomination & Compensation Committee has five members, three of whom are independent.

The Board of Directors and the Nomination & Compensation Committee are responsible for preventing and managing any conflicts of interest that may arise in the decision-making process, in particular when deciding the compensation of the Corporate Officers. The Chief Executive Officer is involved in the work of the committee, except for any agenda items that concern him. Similarly, the Chairman does not participate in the deliberations concerning his compensation and abstains from participating in discussions on the policy that concerns him.

As part of the dialogue with its shareholders, Bureau Veritas organizes meetings with investors and voting advisory agencies before the Shareholders’ Meeting and throughout the year on topics related to governance and executive compensation. Each year, the Group reviews its policy in light of the feedback received.

In 2022, these meetings provided an opportunity to present to investors and proxies the changes in the compensation policy for Bureau Veritas’ Corporate Officers, submitted to shareholders for approval at the Shareholders’ Meeting of June 24, 2022.

Thanks to the quality of shareholder dialogue within the Group as reported to the Nomination & Compensation Committee, shareholders regularly support the compensation policy put to their vote at the Shareholders’ Meeting, along with the clarification of certain elements and information contained in the compensation policies, the “Say on Pay” or the report on compensation.

Based on work undertaken by the Nomination & Compensation Committee since June 2022 on the issues raised through the shareholder dialogue, it was decided that:

• ●Corporate Social Responsibility (CSR) targets should apply to the variable portion of compensation for all Group executives. These targets were already included in the objectives for the annual variable compensation awarded to the Chief Executive Officer and the members of the Executive Committee;
• ●CSR-related targets should be introduced for the Group’s long-term incentive plans in 2022 and also applied in 2023:
  • ●details of the CSR criteria incorporated into the Group’s short- and long-term compensation policy are provided in section 2.6.1;
• ●the introduction in 2023 of objectives linked to the change in Bureau Veritas’ Total Shareholder Return (TSR) in the long-term incentive plans of the Chief Executive Officer and members of the Executive Committee;
• ●as part of ongoing efforts to improve the transparency of information on executive pay, the compensation policies and the report on executive compensation were reviewed by the Nomination & Compensation Committee to further improve transparency. A detailed description of the long-term incentive scheme is provided in section 3.8.3.

In accordance with French law, shareholders are asked to vote on the following:

• ●the 2023 compensation policy for Directors, as presented in section 3.7.2.1 (ex-ante vote);
• ●the 2023 compensation policy for the Chairman of the Board of Directors, as presented in section 3.7.2.2 (ex-ante vote);
• ●the 2023 compensation policy for Executive Corporate Officers applicable to the Chief Executive Officer and to any Deputy Chief Executive Officers, as presented in section 3.7.2.3 (ex-ante vote);
• ●the report on executive compensation (covering Directors, the Chairman of the Board and the Chief Executive Officer) paid or awarded in 2022, as presented in section 3.7.3 (ex-post vote);
• ●the “Say on Pay” relating to the Chief Executive Officer, as presented in section 3.7.3.4;
• ●the “Say on Pay” relating to the Chairman of the Board, as presented in section 3.7.3.4.

At the publication date of this Universal Registration Document, the interests of Corporate Officers and Directors in the capital of Bureau Veritas were as follows:

Didier Michaud-Daniel, Chief Executive Officer, holds 907,300 shares, representing 24.7 x his annual compensation for 2022, at a per-share value of €24.49 (the reference price on June 21, 2022).

Didier Michaud-Daniel, Chief Executive Officer, also holds 1,708,728 stock options granted under the July 15, 2015, June 21, 2016, June 21, 2017, June 22, 2018, June 21, 2019, June 26, 2020, June 25, 2021 and June 14, 2022 plans.

A detailed description of stock option plans is provided below in section 3.8.3.3 – Stock subscription or purchase options, of this Universal Registration Document.

Investors are advised to carefully read the financial and non-financial risks described in this section, as well as the other information contained in this Universal Registration Document, before taking any investment decisions.

In accordance with Regulation (EU) No. 2017/1129 (“Prospectus III”) and in compliance with the ESMA Guidelines, at the date this Universal Registration Document was filed, the risks presented below are the main risks considered specific to the Bureau Veritas Group and/or to its securities that Bureau Veritas believes could have a significant net impact on the Group, its businesses, its financial position, its earnings and/or its outlook should they materialize. The occurrence of one or more of these risks could result in a decrease in the value of the Company’s shares, and investors could lose all or part of their investment.