2013 REPORT OF THE BOARD OF DIRECTORS

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1 Annual Report 2013

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3 2013 REPORT OF THE BOARD OF DIRECTORS Annual General Meeting, 5 June 2014 Group profile Statutory bodies Message of the Chairman and the General Manager Principal activities in Business Environment and Outlook 3. Research and Development 4. Human Resources 5. Corporate Governance 6. Financial aspects Proposals for resolutions The detailed annual accounts are inserted hereafter Annual Report SABCA 3

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5 Group profile The SABCA Group (Société Anonyme Belge de Constructions Aéronautiques and its subsidiaries SABCA Limburg and ASM Aero) operates in three market segments - aerospace, civil aviation and defence. SABCA is making good use of the synergy and complementarity between these three sectors, not only in its products but in particular in its engineering and production facilities. The SABCA Group operates mainly from three production sites in Belgium s three Regions, taking part in Belgian and international programmes, whether as project owner, partner or subcontractor. SABCA s exports represent almost 85% of its turnover. In the three market segments, the Group is involved in the study, design and manufacture of structural elements, fitted sub-assemblies and servo-systems. As part of its defence support business, it handles the maintenance and modernisation of military aircraft, as well as the production of kits and replacement parts. The Group has always been able to contribute to the realization of special customised products that meet the needs of its customers. With a view to continually improving the aircraft and space launchers in whose development it participates, the Group is developing innovative technologies and more efficient manufacturing processes. It also develops facilities for testing and certifying its products and puts a lot of effort into quality control. The Group also complies with environmental standards and makes appropriate investments to ensure that this remains the case. Every department complies at all times with the national and international standards required both by civilian and military authorities. The high level of qualification demanded of staff is provided by training programmes organised by the human resources department. The Group is attuned to a globalised marketplace. It works with numerous partners and has gradually built up a network of international relations. Within Belgium, given the nature of its activities and the crucial role played by the authorities, the Group is devoted to operating as an industrial player at both the federal and regional levels. The Group is characterised by its operating flexibility and the efficiency created by working in team with customers, starting from the design stage and going through to certification, production, delivery and after-sales service. Controlling the development of costs is one of the Group s ongoing objectives. Measures aimed at strengthening the supply chain have been implemented in conjunction with suppliers, thereby better complying with customer requirements. Moreover, SABCA has set up a subsidiary in Morocco (ASM Aero SAS) in partnership with a French company. The Group conducts a policy of investing in and developing technologies in its various areas of excellence, while at the same time using the services of subcontractors in an appropriate manner, notably in response to customer wishes. Annual Report SABCA 5

6 SABCA Board of Directors (and expiry date of the current term of office) CHAIRMAN SPRL Gestime, represented by its managing director, Remo Pellichero (2016) CHIEF EXECUTIVE OFFICER Daniel Blondeel, until 31 October 2013 DIRECTORS Benoît Berger, Executive Vice-President, Industrial Operations, Procurement and Purchasing - Dassault Aviation 1 (2016) Olivier Costa de Beauregard, General Manager Groupe Industriel Marcel Dassault, director from 1 November (2016) SA C.G.O., represented by its C.E.O. Philippe Delaunois, independent director (2016) SA Gefor, represented by its C.E.O. Jacques de Smet, independent director (2014) GENERAL MANAGER Jean-Marie Lefèvre, from 1 November 2013 AUDITOR Mazars Réviseurs d Entreprises SCRL, represented by Xavier Doyen, company auditor SABCA Limburg BOARD OF DIRECTORS (and expiry date of the current term of office) CHAIRMAN SPRL Gestime, represented by its managing director, Remo Pellichero (2016) CHIEF EXECUTIVE OFFICER Daniel Blondeel until 31 October 2013 Jean-Marie Lefèvre, from 1 November 2013 (2016) DIRECTORS Loïk Segalen, Chief Operating Officer - Dassault Aviation 1 (2015) Remco Smit, Chief Financial Officer - Fokker Technologies Group B.V. 2 (2016) AUDITOR Mazars Réviseurs d Entreprises SCRL, represented by Lieven Acke, company auditor Charles Edelstenne, General Manager Groupe Industriel Marcel Dassault 1 (2016) Michel Martin, Independent director from 26 August 2013 (2017) Loïk Segalen, Chief Operating Officer - Dassault Aviation 1 (2014) Remco Smit, Chief Financial Officer - Fokker Technologies Group B.V. 2 Sjoerd Vollebregt, Chairman and Chief Executive - Officer Fokker Technologies Group B.V. 2 (2016) ASM Aero BOARD OF DIRECTORS (and expiry date of the current term of office) CHAIRMAN, responsible for day-to-day management SA SABCA, represented by its Chief Executive Officer, Daniel Blondeel until 31 October 2013 and by its General Manager Jean-Marie Lefèvre, from 1 November 2013 (2018) VICE-CHAIRMAN S.A.S. AAA, represented by its Chairman, Gilles Chauby (2018) DIRECTORS Pierre De Graef, Manager of the Brussels site - SABCA (2018) Cédric Nouvelot, Vice-President AAA (2018) AUDITOR Mazars Audit et Conseil SARL, represented by Adnane Loukili, company auditor 1 Elected on the proposal of the Dassault Group 2 Elected on the proposal of Fokker Technologies 6 SABCA Annual Report

7 The Group Committee. From left to right: Messrs P.Reynaert, M.Humblet, J.M.Lefèvre, P.De Graef, R.De Dobbeleer Annual Report SABCA 7

8 Message of the Chairman and the General Manager In the course of 2013, Mr Daniel Blondeel asked to be relieved of his responsibility as CEO. The Board accepted his resignation and appointed Mr Jean-Marie Lefèvre as General Manager as of 1 November The Board wishes to thank Mr Daniel Blondeel for the services he rendered to SABCA, and in particular for the many progress actions he led during his 22 years at the company. From development to production In civil aviation, two programmes in which SABCA is involved have achieved major milestones: The maiden flight, in mid-june, of the new Airbus A350 XWB, for which SABCA has developed the flap support structures (FSS) and the flap support fairings (FSF). The official presentation of the new Dassault Aviation business jet, the FALCON 5X (previously known as the SMS), for which SABCA will deliver a rear fuselage section and a cockpit control panel, and SABCA Limburg the horizontal stabiliser casing. The ramp up in production of units for the A (flap support structures (FSS) at SABCA and flap support fairings (FSF) at SABCA Limburg) is further boosting volumes shipped to Airbus. The completion of the development of the elements for which SABCA is responsible, their industrialization and the compliance with delivery deadlines are all challenges which our teams are determined to meet. At SABCA Limburg, workload is increasing in line with the delivery schedules of the composite panels for the Gulfstream G650, Falcon 900/2000 and 5X, as well as the fairings for the A350 and parts for the A400M. With a view to maintaining our competitiveness and keeping abreast of the very low market prices, our investment policy is continuing. Several major purchases are currently in the course of being installed, including machining centres, the A350 assembly line, etc. Similarly, the expansion of the SABCA Limburg plant and the reorganisation of workflows are scheduled for Stepped-up production at our Moroccan subsidiary ASM Aero will also help us meet our cost targets. Turning to aerospace, 4 Ariane 5 launchers were successfully launched in 2013, putting 6 satellites and the Albert Einstein Automated Transfer Vehicle (ATV) into orbit. A final launch was postponed until 2014 due to the non-availability of a satellite. Looking to the future, production is planned at a rate of 6 per year, and, with a view to guaranteeing our long-term prospects, an order for 18 additional launchers was placed by Arianespace at the end of New developments will be implemented to take account of the evolution in the satellite market and the emergence of competing launchers also saw the second successful flight of the VEGA launcher (a smaller launcher with a 1.5 T low orbit payload). Two launches are planned for 2014 and negotiations are underway on a batch of 10 launchers on top of the first 5 series production ones. As regards development, teams have progressed in their design studies for the A5ME (Midlife Evolution), VECEP (VEga Consolidation and Evolution Program) and Ariane 6. These programs will be reviewed at the end of 2014 by the Ministerial Council of ESA (European Space Agency) member countries which is expected to confirm financing for the final phases of the A5ME development and the launch of the Ariane 6 project, as well as the continuing development of the VEGA (VECEP). 8 SABCA Annual Report

9 R. Pellichero J-M. Lefèvre SABCA is short-listed for participation in these various projects, with regard to both aerostructure and mechatronics. In the defence field, 2013 saw the end of the A10 maintenance program, with the planes being withdrawn from Europe by the USAF, and the completion of the Alpha- Jet export modernisation program with delivery of the final modification kits. The end of these contracts and the budget constraints affecting current programs are causing a drop in the workload of the Charleroi plant where work linked to Belgian and foreign F16 planes has now become the main activity. However, Belgian Defence has confirmed the execution of the scheduled maintenance on its Alpha-Jets as well as additional changes to A109 helicopters. The search for new modernisation export contracts is ongoing, and for the longer term, the F16 replacement is expected to offer opportunities. The A400M program reached an important milestone in 2013, with the delivery to France of the first two series production planes. Its production rate, now increasing, is expected to reach scheduled capacity in Our business environment remains characterised by an unfavourable USD-EUR exchange rate, fluctuations in raw material prices and increased pressure on prices exerted by contractors in a context of continually increasing competition. For the future, the end of several major development programs has the potential to endanger workloads in certain sectors of the company. SABCA will continue keeping its ear to the ground, doing everything to improve its competitiveness. The skills and enthusiasm of the whole SABCA team will help us overcome this challenge. R. Pellichero J-M. Lefèvre Chairman General Manager Annual Report SABCA 9

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11 1 Principal activities in 2013 Annual Report SABCA 11

12 1 Principal activities in 2013 AEROSPACE Ariane 5 In December 2013, the order for 18 additional Ariane 5 launchers was signed between SABCA and its customer Airbus Defence & Space. This order, in the form of a supplementary clause to the PB contract, imposes new cost reductions, while at the same time bringing the total number of launchers ordered since the beginning of the program up to 109. Thanks to this supplementary clause, the Ariane 5 ECA production activities will now continue until the first half of also saw the 4 successful Ariane 5 launches, bringing the number of consecutive launches up to 57. In 2013, SABCA continued producing structural elements, including the rear skirt (JAR), the front skirt (JAV) and the front cone of the powder acceleration stages, as well as the acceleration rocket frames (ARF) for the cryogenic upper stage (ECA). It also supplied the engine activation groups (GAM), the thrust activation groups (GAT), the pneumatic snatch off connectors (PCP), and the hydraulic servomotor subsystems (GHSM) for 7 launchers. Complete integration of the skirts was performed by SABCA Limburg, installing the equipment, carrying out the product s final acceptance and delivering it to the customer. Ariane 5ME (Midlife Evolution) December 2013 saw SABCA and Airbus Defence & Space signing the development contract for Phase 2 activities, taking design up to the critical design review (CDR) for the Ariane 5ME. This contract enables SABCA to continue developing the A5ME program, in expectation of the decisions to be taken at the next Ministerial Council meeting in December Ariane 6 In early 2013, SABCA was invited to participate in trade-off and optimisation studies on the activation systems for the future Ariane 6. Starting in September 2013, SABCA responded to the ESA consultation intended to gather ideas on concepts and the performance of the launcher and to provide a first estimate of the necessary project development budgets. SABCA responses included not only thrust activation systems but also metal and composite structures - in the knowledge that composite elements would be developed and manufactured by SABCA Limburg. Vega Following the success of the second flight of the Vega last May, series production of the European launcher has now been started. The current VERTA contract managed by ESA provides for the delivery of units for 3 launchers. The next Vega flight is scheduled for April Arianespace will subsequently take responsibility for ordering the launchers and marketing their payloads. At the end of 2013, an order for 10 launchers was announced and contracts are expected to be signed in early Thanks to this contract, SABCA is pursuing the development of the new generation actuator of the nozzle of the final stage engine. 12 SABCA Annual Report

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14 1 Principal activities in 2013 CIVIL AVIATION Since early 2013, SABCA and its subsidiary SABCA Limburg have been confronted with a rapid increase of production, associated not only with the increase of confirmed A320 and A330 programs, but also with the ramp-up for the new A350 XWB and the production start of Dassault Aviation s new business jet, the Falcon 5X. ASM Aero Though SABCA supervision and technical support are still necessary, the results achieved by the subsidiary ASM Aero at the end of its first year in existence are very encouraging: production quality is proving to be good and the ramp-up is proceeding as scheduled. Training courses and mentoring measures are being used to support the transfer of assembly activities for Airbus and Dassault Aviation programs. AIRBUS A380 The delivery schedules of the A380 are relatively stable, and SABCA supplied 30 T-shapes in Various modifications are in the course of being designed to meet the specific requirements of customer airlines. The sale of 50 additional aircraft by Airbus in 2013 brings the A380 order book up to the equivalent of 6 years work. AIRBUS A330 Having to ship 10 tail cones a month in 2013, our production line had to adapt and react to a number of difficulties encountered at the start of the year. However, after having overcome the initial planning difficulties, SABCA and its subcontractors (including its subsidiaries SABCA Limburg and ASM Aero) soon found themselves in tune with Airbus requirements both in terms of quality and deadlines. 114 cones were shipped to the Toulouse final assembly line in AIRBUS A318/A319/A320/A321 The increase in the production rate of this Airbus program is set to continue. SABCA Limburg supplied sets of composite ribs for the vertical fin of 500 of these aircraft in For its part, SABCA s Brussels plant is supplying electromechanical components in the shape of direct drive valves (DDV) to Messier Bugatti, which in turn builds the equipment into the braking systems of these aircraft. AIRBUS A350 XWB Structural elements (flap support structures (FSS) and flap support fairings (FSF) for the A350 XWB are being shipped to 3 different plants, from where they are then sent directly to the Airbus assembly plant; the objective here is to supply the aircraft s different assembly stations and the final assembly line (FAL) in line with client requirements. By year-end 2013, SABCA had thus supplied elements to different lines, going up to MSN Generally speaking, a great amount of effort is being invested by staff at SABCA and SABCA Limburg to comply with our client s production schedule, with great pressure being exerted on our teams and those of our subcontractors. 14 SABCA Annual Report

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16 1 Principal activities in 2013 CIVIL AVIATION FALCON 2011 saw SABCA winning a first major development and production contract for its client Dassault Aviation. The development of the rear section of the fuselage of the SMS business jet that has since become the Falcon 5X - continued in 2013, with production design completed and the first prototype built. This unit, one of the plane s fuel tanks, is made up of panels machined and assembled in Brussels, and subjected to a water-tightness test in Charleroi. The prototype is set to be delivered in early The cockpit TASFU (Trim Airbrakes Slats and Flaps Unit) for the same aircraft has just enlarged our scope of responsibility, with the first three prototype kits being delivered in June 2013; series production is scheduled to start in In the field of servo controls and other hydraulic equipment for Dassault Equipements, the number of items supplied in 2013 is higher than in previous years, and is now approaching 1,200 units a year, requiring the introduction of shift work to meet demands. In this area, SABCA has continued the staff training policy started in Last but not least, the workshops fitted out in 2012 are now being used to everyone s satisfaction. GULFSTREAM 650 SABCA Limburg is responsible for building the composite structural elements of the horizontal stabiliser. These are delivered to our client Fokker Aerostructures, which in turn assembles the rear empennage of this up-market aircraft and delivers it to Gulfstream. SABCA Limburg is responsible for constructing the horizontal stabiliser panels with integrated stiffeners and front and rear spars. The curing systems for these casings have been commissioned and are now in service. The first set was delivered to our client Fokker Aerostructures in December 2013, which will in turn assemble the rear empennage and deliver it to Dassault Aviation. 16 SABCA Annual Report

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18 1 Principal activities in 2013 DEFENCE SABCA in Charleroi The Charleroi plant continued its maintenance and modernisation work on aircraft, helicopters and accessories for both the Belgian and foreign armed forces. The work done for Belgium remained on the same level as previous years. The program upgrading the aerostructure of F16 planes is now geared up and two Belgian Alpha-Jets are in the plant, undergoing the scheduled P8+ inspection. These two activities will continue in 2014 and beyond. Maintenance and modernisation work was carried out on the Belgian A109 helicopters both in our factory and at the airbases. The volume of F16 export activities remained high thanks to the work generated by the Depot maintenance contract for the USAFE with its particular focus on inspections of the wings and preventive anti-corrosion treatment. The maintenance activities and modifications to A10 planes started in late 2012 carried on at a very high level until April 2013, shortly before the final withdrawal of the air fleet from Europe one month later. SABCA in Brussels and SABCA Limburg in Lummen The European military transport aircraft A400M, which completed its maiden flight in December 2009, has now finished its test flight program, clocking up more than 5,000 hours flying time. Civil certification was granted in March 2013 by the EASA (European Aviation Safety Agency), followed by military certification under the Initial Operating Clearance (IOC) standard. The latter was awarded by OCCAR (Organisation for Joint Armament Cooperation) in July, allowing Airbus Military SL to deliver the first aircraft to France in August The French DGA (Direction Générale de l Armement) took over the aircraft in Seville, the city where it had been assembled. For this programme, SABCA s Brussels plant is responsible for the development and production of the flap deployment mechanisms, while SABCA Limburg is supplying the composite casings for the flaps. In the field of mechatronics, the servo-controls for steering, wing warping and depth are still being delivered for the Alpha-Jet program. The delivery to Lockheed of a set of 10 F16 MLU (Midlife Update) kits came to an end in mid The modernisation program for export versions of the Alpha- Jet ended in October 2013 with the delivery of the last kits. In addition, SABCA, now in possession of a Supplemental Type Certificate (STC) for the French Alpha Jet, was awarded a multi-year management contract for this certificate by the Direction Générale de l Armement (France). Following a call for tenders issued at the end of 2012, SABCA was short-listed by the Service Industriel de l Aéronautique (SIAé France) as a privileged provider of aircraft maintenance work at Ateliers Industriels de l Aéronautique in Clermont- Ferrand (AIA-CF). 18 SABCA Annual Report

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20 1 Principal activities in 2013 QUALITY 2013 saw SABCA successfully passing the recertification audit of its quality system, giving it EN9100 certification under the 2009 revision of the norm. SABCA is moreover ISO9001- and AQAP2110-certified. The company has also gained PRI-NADCAP certification for chemical processes. This is valid until January In the non-military field, the Brussels plant has its Production Organisation Approval (POA) now also covering the flap support structures (FSS) of the Airbus A350 XWB pursuant to EASA PART21/G. In the design field, and more particularly with regard to the modernisation of military aircraft, SABCA Charleroi is in possession of a certificate acknowledging its design competence under the recent French regulation FRA21 sub-section Z. On account of this, the company now holds a Supplemental Type Certificate (STC) for the modernised Alpha Jets in the service of the French Air Force. Our subsidiary, SABCA Limburg, is in possession of certification pursuant to the 2009 revised version of the EN9100 norm. SABCA Limburg was also awarded Production Organisation Approval (POA) by the Belgian Aviation Authority for the production of A400M wing flap panels under EASA PART 21/G. ENVIRONMENT 2013 was mainly devoted to conducting environmental risk analyses at a number of workplaces at both SABCA plants. This was done in conjunction with an update of the various risk analyses regarding safety and health conducted at an earlier date. In addition, several major processes regarding the new environmental management system have been implemented. Finally, 2013 saw SABCA investing in improving the insulation of the roofs and facades of plant buildings, as well as in new and more efficient boilers at its Brussels plant. INDUSTRIAL INVESTMENT PROJECTS The certification test program on the new surface treatment system in the Brussels plant is nearing completion. Painting, surface treatment (using tartaric sulphuric acid (TSA) and chromic acid (CAA) anodising) and NDT operations are currently certified under the majority of norms. A new 5-axis machining centre for precision engineering was installed at the end of 2013, covering the latest functions such as a Balluff reader allowing the electronic management of tool data, and a palleting system. Its commissioning in February 2014 should quickly lead to precision and productivity improvements in the field of precision engineering, enabling SABCA to target new programs. The installation of a further 5-axis machining centre intended specifically for A350 XWB structural engineering started at the end of This machine - located in the middle of the new assembly line - will enable us to automatically drill the holes and bore the interfaces of beams and levers, thus meeting program requirements. At SABCA Limburg, in the context of a significant and longterm increase in workload, the construction of a new 2000 m2 building has been approved, helping us to better manoeuvre large-sized composite items. The decision has also been taken to replace the cutting machine by a higher-performance model better adapted to the size of the new items being produced. These investments will be commenced in SABCA Annual Report

21 MOVEMENTS IN THE US DOLLAR EXCHANGE RATE NEW ORDERS Through its currency risk management policy for its current projects, the company continued to keep to a minimum the effects of USD fluctuations. The company organises its purchases of goods and services in foreign currency to limit the residual foreign exchange risk. Nevertheless, the level of the USD remains a crucial determinant for the company s future. SABCA booked EUR 146 million of new orders in 2013, bringing backlog up to EUR 388 million. This backlog includes an amount of EUR 158 million, corresponding to SABCA s contractual participation in firm orders received by its customers and for which confirmation is only given shortly before delivery. Annual Report SABCA 21

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24 2 Business Environment and Outlook AEROSPACE The 2014 Ministerial Council meeting of ESA (European Space Agency) member countries is eagerly awaited. It is expected to decide on the continuation of the A5ME program, the inaugural flight of which is scheduled to take place in 2018, as well as on the further development of the Ariane 6 program. The configuration, performance and expected costs of the Ariane 6 launcher need to be defined, and ESA member countries will be invited to commit the budget necessary for its development with the target of a first launch in In the first quarter of 2014, SABCA will be called on to respond to a second ESA consultation, the objective of which is to analyse in greater depth Ariane 6 characteristics and to put in a detailed offer with a view to consolidating budgets needed for its implementation. At the same time, discussions are underway with regard to Vega launchers 6 to 15, which are to be delivered from March 2015 onwards at a rate of 3 launchers a year. The client is calling for a reduction in costs. The signature of this contract is scheduled in early Design modifications or new qualifications are planned with a view to counteract the announced obsolescence of certain components used in the manufacture of Vega launcher batteries. 24 SABCA Annual Report

25 2 Business Environment and Outlook CIVIL AVIATION The market for civil aircraft continues to grow and the various activities at SABCA, SABCA Limburg and ASM Aero will benefit from this in the coming years. After a good 2013, Airbus is preparing to increase production in practically all programs except the A380, though this plane also recorded new orders at the Bourget Air Show in June 2013 and February The 2014 rate of 10 deliveries a month has been confirmed for the A330. In the following years, the evolution of this program will be dependent on Airbus policy with regard to further developing the aircraft. A feasibility study for increasing production has been initiated for the A320 family, where monthly production is expected to reach 44 planes in 2014 and 46 by Production of the A350 XWB 800 and 900 versions, started up in 2013, will carry on rising in Measures are being defined to improve quality and deadlines and to reduce production costs with a view to meeting the targets set at the start of the contract. These measures involve both engineering and tooling, as well as all stages of the manufacturing process. In addition, the end of the development of several major programs will mean less work for the structural engineering office, in manufacturing engineering and production itself than was envisaged one year ago. As regards business aircraft, delivery prospects are also encouraging. SABCA and SABCA Limburg will be adapting their deliveries of rear empennage panels to the demand of the aircraft manufacturers, both for the Falcon 5X and the Gulfstream G650. A new contract for supplying hydraulic equipment for the Falcon 5X is currently under discussion at Dassault Aviation. Annual Report SABCA 25

26 2 Business Environment and Outlook DEFENCE SABCA in Charleroi By definition, support and maintenance programmes fluctuate, dependent on real needs and concerns encountered in using the equipment. The company s primary aim in this field is to consolidate its F16 business on the basis of the unique experience and know-how gained through working with the Belgian armed forces and other users of the plane over the last 35 years, in particular with regard to wing repairs and preventive anti-corrosion treatment. Various collaboration projects with foreign users are currently being negotiated, a number of which could lead to work starting in the course of The scheduled maintenance work for the Alpha-Jet continues to provide a steady workload for the Charleroi plant, allowing long-term planning. The future of the Alpha-Jet, and from a more general perspective that of the training of military pilots, are similarly focuses when discussing the redeployment of SABCA operations in Charleroi. This also applies to the growing demand of state users in terms of outsourcing the maintenance of aircraft equipment. The choice of SABCA as a potential provider of this type of services by AIA-CF (Ateliers Industriels de l Aéronautique in Clermont-Ferrand) underlines the correctness of this new approach. The various modernisation programs carried out over the last few years on several fighter and training plane models and helicopters underline the know-how of our in-house engineers, an aspect leveraged in the search for new export opportunities. This strong dependence on commercial export success, in a difficult geopolitical and budgetary context, remains a major concern for the Charleroi plant, where the 2014 workload is set to decline compared to 2013, in particular as a result of the termination of A10 maintenance operations. SABCA in Brussels and SABCA Limburg in Lummen SABCA and SABCA Limburg will continue to deliver sets of elements for the A400M in In addition, following the commissioning of the first aircraft by the Customer States, a customer support service has been set up, offering rapid, efficient and 24/7 service. The commitment in the field of aircraft delivered to the Customer States, and especially to France, could help demonstrate the A400M s unique potential and thus allow Airbus Military SL to consolidate its order book, which for the moment, alongside OCCAR (Organisation for Joint Armament Cooperation) orders, also includes orders from Malaysia. 26 SABCA Annual Report

27 QUALITY ENVIRONMENT SABCA s quality management system will be the subject of a transition audit in 2014 with regard to its EN9100, ISO9001 and AQAP2110 certification. SABCA is also getting ready for the PRI-NADCAP certification for thermal treatment processes of its Brussels plant. For its part, SABCA Limburg is getting ready for PRI-NADCAP certification for non-destructive tests (NDT), planned for late 2014, together with the certification specifically covering the production and painting of composite elements. In the field of civil aviation, the Brussels plant is expecting Production Organisation Approval (POA) under EASA PART21/G to be extended to cover the flight servo commands of Dassault Aviation business jets, while SABCA Limburg will be calling for the extension of its POA to cover the Flap Support Fairings (FSF) of the Airbus A350 XWB. Implementation of an ISO Environmental Management System will continue in 2014 and should allow us to complete the second of the three stages of the ISO certification process (as set forth by AFNOR Certification in its FDX guidelines) by the end of the year. Major works and investments scheduled for 2014 will help reduce our overall environmental footprint in terms of VOC (volatile organic compounds) and CO 2 emissions. Moreover, an application to have the environmental permit of our Brussels plant renewed will be submitted in In 2014, the Charleroi plant is set to complete implementation of the prerequisites for gaining Part 145 maintenance organisation approval for civil aviation equipment. Annual Report SABCA 27

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29 3 Research and Development Annual Report SABCA 29

30 3 Research and Development AEROSPACE A5ME (Ariane 5 Midlife Evolution) For the new upper stage of the Ariane 5, SABCA is developing a concentric electro-mechanical actuator (EMA), for which the technology has already been demonstrated in past research. At the end of the preliminary design review in February 2013, a dynamic scale model was subjected to a vibration test. 7 EMA prototypes are due to be built in 2014 before commencing the critical design review scheduled for the second half of the year. benefits from its experience in the field of aerospace, making the most of know-how gained through continuity, yet characterised by technological innovation helping to reduce launch costs. As regards structures, SABCA is positioning itself vis-à-vis ESA for the development of the launcher s inter-stage skirts. Various concepts and technologies are being studied within the design office and will feature in the offer submitted to ESA. VECEP (Vega Consolidation and Evolution Programme) The aim of this major programme is to restore to the Vega launcher its originally planned payload performance (1.5 T). Environmental constraints adopted by law, such as deorbiting constraints on the re-ignitable AVUM upper stage, are necessitating deorbiting systems not initially foreseen to be carried, meaning that the planned payload has decreased. The quest to upgrade the launcher s performance has led to the development of a more powerful first stage, passing from a P80 to a P105. The maiden flight of the Vega equipped with this new consolidated stage is planned for The innovative technology used in the development of the electro-mechanical control system constitutes a further good opportunity to control costs. Ariane 6 (A6) Following a comparison of several dozen launcher configurations, the one finally selected is PPH (Powder- Powder-Hydrogen). The planned configuration is made up of a first stage with three solid-fuelled booster rockets in line, of a second stage with one solid-fuelled booster rocket identical to the ones of the first stage, and a third stage using cryogenic propulsion. The latter is based to a great extent on the development work already conducted on the A5ME s upper stage and its VINCI engine. To control the launcher s different stages, innovative concepts are being studied with a view to reducing costs and improving performance. A further completely new development is the Control Loop Processor (CLP) for future generations of TVC (Thrust Vector Control) and other aerospace applications. The CLP allows control of the servo loops, while at the same time greatly reducing the number of electronic cards. The commonality of VECEP equipment with certain A6 configurations needs to be underlined. Here again, SABCA IXV (Intermediate experimental Vehicle) The IXV is an experimental atmospheric re-entry vehicle designed to gather data on aerothermodynamics during this crucial mission phase. SABCA is responsible for transmitting control commands to the rudders, thereby ensuring engine control in the vehicle s atmospheric re-entry phase. The system developed by SABCA (FpCS = Flap Control System) reuses the elements developed for the Vega TVC (Thrust Vector Control), while at the same time introducing elements specifically required for the IXV. Certification tests were successfully carried out in the second half of 2013, with the one due to take place in the first quarter of A validation test of the flap s kinematic chain will follow in mid The maiden flight of the IXV vehicle is scheduled for the second half of Launched by Vega from the Kourou base (Guyana), it will fly over the Atlantic, Africa and the Indian Ocean, finally falling into the sea in the middle of the Pacific at the end of a 100-minute flight. Additive Manufacturing (AM) SABCA is taking part in the AERO+ project, which is going to be co-financed by the Brussels and Walloon Regions in collaboration with industrial partners and universities. Additive manufacturing technology (3D printing) constitutes a break with conventional subtractive manufacturing processes. Computer-controlled, the technology involves producing items layer-by-layer on the basis of a 3D model. In aerospace, this technology would enable increasingly complex and lightweight components to be produced, while at the same time reducing consumption of raw materials. It would also allow rapid prototyping in the development stage. 30 SABCA Annual Report

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32 3 Research and Development CIVIL AVIATION A350 XWB The development of the A XWB (including certification and mass optimisation work) is drawing to an end. AIRBUS A380 Fatigue tests for this aircraft have finished and the unit has been torn down. Tear-down analysis and design activities are drawing to an end. AIRBUS A320 A new configuration for the direct drive valves (DDV) - part of the A320 family emergency braking system - has been developed, with the certification tests carried out from September 2013 to January Reports are now being compiled and certification is scheduled for the first quarter of First deliveries will be taking place in August DASSAULT FALCON 5X Design studies are continuing and the detailed design is being finalised. 32 SABCA Annual Report

33 3 Research and Development DEFENCE SABCA in Brussels Certain post-certification activities were conducted for the A400M in In addition, Airbus Military S.L. is planning to make certain improvements to the aircraft which could possibly affect the wing flaps for which SABCA is responsible. SABCA in Charleroi Based on its experience acquired during the development of the Alpha-Jet export modernisation, the engineering office is now conducting feasibility projects for the adaptation of other advanced training planes. Various adaptations to the A109 helicopter (installation of new equipment, electrical modifications, etc.) are also being studied. Rapport Annual Annuel Report SABCA 33

34 3 Research and Development COMPOSITE MATERIALS With the technical and financial support of the Federal State and the Brussels-Capital Region, and in collaboration with the universities and various industrial partners, SABCA is continuing its research into alternative processes of manufacturing composite materials. Manufacturing processes constituting a potential alternative to the manual pre-preg or fibre placement methods, and autoclave curing, include: Automatic Fibre Placement (AFP), a method allowing the production of sharply curved parts while reducing waste The injection of resin into pre-preg fibres has the advantage of extremely precise tolerances of the two surfaces through the use of a hot press and a closed mould, as well as an increase of a unit s degree of integration (SQRTM process). Demonstrators matching SABCA s strategic products will ultimately allow us to validate the production concepts and their technical and economic potential saw the cowls of wing mechanisms based on the Airbus A350 being manufactured using fibre placement, and the spars of the horizontal stabiliser being made using SQRTM. These studies will be continued in 2014, combing the two processes with a view to maturing the technology so that it can be used in current and future programmes. 34 SABCA Annual Report

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37 4 Human Resources Annual Report SABCA 37

38 4 Human Resources HEADCOUNT DEVELOPMENT On 31 December 2013, SABCA employed 1100 people. Some twenty new employees were hired in the course of the year in response to the increases in the production rates of current programmes and to compensate for retirements. Headcount development (SABCA Group) TRAINING SABCA continued its training effort in 2013 with a view to having employees acquire new skills and upgrade existing ones. In response to a shortage of skilled labour, SABCA has developed a new training programme for metal-workers/ fitters in its Brussels plant targeting job-seekers. Developed in close cooperation with state employment and training partners (Iristech and Actiris), this 500-hour programme has been taken by 6 job-seekers, who have now acquired operational skills. Effective staff management requires specific skills that can effectively be developed through training. From this perspective, two measures merit highlighting: a training course in leadership targeting managers and training courses for supervisors targeting workers soon to be made responsible for managing a team. Skill development has been the subject of training plans for specific occupations, such as procurement officers and machining system operators. A significant number of specific technical training courses were also held to keep abreast of technological developments. The development of skills associated with risk management has been combined with specific training workshops held. HEALTH AND SAFETY Training in ways of preventing accidents and in safety in general is regularly provided for both old-hands and newhires. In this context, self-learning modules in safety are currently under development and will be included in our new-hire seminars. A further feature of 2013 was the company s appeal for staff members to take first-aid courses. This resulted in a dozen volunteers benefiting from a series of courses held by the Brussels fire service, ending up with them being certified as industrial first-aid workers. Moreover, 2013 saw workshops on operating handling equipment, on work in confined spaces, and other specialist subjects being attended by our employees. 38 SABCA Annual Report

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40 40 SABCA Annual Report

41 5 Corporate Governance Statement Annual Report SABCA 41

42 5 Corporate Governance Statement As a Belgian company listed on the NYSE Euronext market of Brussels, SABCA S.A. ( SABCA or the company ) complies in principle with corporate governance as defined and drawn up in the 2009 edition of the Belgian Corporate Governance Code (CGC). This code is available on the website As recommended by the CGC, a corporate governance charter has been established and has been approved by the board of directors of 13 September 2011 ; in accordance with legal requirements, the charter has been posted on the company s website in a section named Investor Corner, clearly split from the commercial information. The charter may be reviewed from time to time. The board of directors of SABCA recognize the importance of diversity in general and of gender diversity in particular. The board will pay a special attention to this aspect when identifying candidates for future nominations of directors. Taking into account the size and the situation of the company, as well as the specific structure of its shareholding, the board has considered that it is reasonable for the company not to fully comply with certain provisions of the Belgian Corporate Governance Code. These derogations concern the following provisions: Provision 4.1: There should be a rigorous and transparent procedure for an efficient appointment and re-appointment of directors. The board should draw up nomination procedures and selection criteria for board members, including specific rules for executive and non-executive directors where appropriate. Due to the structure of the shareholding of the company, comprising one majority shareholder and a second leading shareholder, the company has not yet established specific procedures related to the appointment of directors. The board itself, led by the chairman, decides the appointments and possible re-appointments to be proposed to the general shareholders meeting. For the same reason, the company has not created a nomination committee (see provision 5.3 hereafter). This implies that the company derogates to all provisions of the CGC calling for a proposal or recommendation by the nomination committee when directors or the management are to be nominated or assessed. It is the case for the following provisions of the code : 4.2: [ ] The nomination committee should recommend suitable candidates to the board. [ ] 4.6: [ ] accompanied by a recommendation from the board, based on the advice of the nomination committee 5.3: see hereafter 6.3: The nomination committee should assist the board on the nomination and succession planning of the CEO and the other members of the executive management [ ] Appendix D : nomination committee Provision 5.3: [ ] The board should set up a nomination committee following the provisions set out in Appendix D. The reasons why the board has not created a nomination committee until now are given in the justification of provision 4.1 here-above. 1. Composition of the board of directors of SABCA 1.1. There are currently then members of the board; the list of members, plus an indication of the main function they exercise outside SABCA and the shareholder at whose proposal they were elected, is shown on page 6. All members of the board are non-executive directors; three of them are independent directors The board has not adopted any particular rules, either in relation to a possible age limit for its members, or with regard to exercising the position of director.. 2. Functioning of the board of directors 2.1. Frequency of meetings The board of directors meet whenever the company s interest so requires. This frequency enables the board to examine amongst others the half-yearly accounts (in August) and the annual accounts (in March), as well as any investments (in December). 42 SABCA Annual Report

43 The board met on five occasions in Attendance of directors at board meetings M. Remo Pellichero 1 5 M. Daniel Blondeel 2 4 M. Benoît Berger 5 M. Olivier Costa de Beauregard 3 1 M. Philippe Delaunois 4 3 M. Jacques de Smet 5 5 M. Charles Edelstenne 5 M. Michel Martin 2 M. Loïk Segalen 5 M. Remco Smit 5 M. Sjoerd Vollebregt 5 1 representing SPRL Gestime 2 managing director until 31 October replacing M. Daniel Blondeel from 1 November representing SA C.G.O. 5 representing SA Gefor 2.2. Competences In absence of any statutory restrictions, the board holds all of the powers assigned by law. The board determines the strategic and short-term objectives for the company; it approves and decides on the means to be implemented in order to achieve these objectives. 3. Committees created by the board of directors 3.1. Permanent committee The permanent committee has been in existence since The members are: Mr Remo Pellichero, chairman, representing SPRL Gestime, the CEO, Mr Daniel Blondeel, until 31 October 2013 and the General Manager, Mr. Jean-Marie Lefèvre from 1 November 2013, and two representatives chosen by the main shareholders. For 2013, these two representatives were Mr Loïk Segalen (Dassault Aviation) and Mr Remco Smit (Fokker Technologies). Other members of the permanent committee are Mr. Philippe Delaunois, representing SA C.G.O., independent director, Mr Jacques de Smet, representing SA Gefor, independent director, Mr. Michel Martin, independent director, and Mr Raymond De Dobbeleer, CFO. In general, the permanent committee meets before board meetings. It assists the board of directors in preparing its decisions. The permanent committee met four times in Attendance of directors at permanent committee meetings M. Remo Pellichero 1 4 M. Daniel Blondeel 2 3 M. Philippe Delaunois 3 4 M. Jacques de Smet 4 4 M. Michel Martin 1 M. Loïk Segalen 4 M. Remco Smit 4 At each meeting and in a general manner, the board reviews all operating issues that affect the company Control of day-to-day management At each board meeting, the general manager, reports on the progress of business, the search for new business and market prospects, as well as the order book, financial situation and opportunities for investing or disinvesting. 1 representing SPRL Gestime 2 managing director until 31 October representing SA C.G.O. 4 representing SA Gefor 2.4. Invited participants Members of the executive committee (ComEx) are traditionally invited to attend board meetings. From 1 January 2014, the executive committee is replaced by the Group Committee (see 4 hereafter). Annual Report SABCA 43

44 5 Corporate Governance Statement 3.2. Audit committee The audit committee instituted pursuant to the law of 17th December 2008 is chaired by Mr Jacques de Smet, independent director conversant with matters relating to accounting and auditing, and representing S.A. Gefor. The non-executive directors, Mr Loïk Segalen and Mr Sjoerd Vollebregt are the other members of the committee. From time to time the committee is assisted by the external auditor, the general manager, the CFO, the internal auditor also in charge of risks management, and any other adviser as deems adequate. An internal procedure for the audit committee has been established. The audit committee reports to the board on the exercise of its duties making recommendations as regards steps to be taken. In 2013 the audit committee met three times, in particular to examine the company s half-yearly and annual statutory and consolidated accounts; it also examined the results of the audit programme that aimed at monitoring the effectiveness of the internal control and risk management systems. Responsibility for the internal audit and risk management are now merged into one function reporting directly to the general manager. A staff member is appointed full-time to ensure this double responsibility. Attendance of directors at audit committee meetings M. Jacques de Smet 1 3 M. Loïk Segalen 3 M. Sjoerd Vollebregt 3 1 representing SA Gefor An executive committee (ComEx) and an operational committee (COp) chaired by the general manager, meet once a month and contribute towards the day-to-day management of the company. The members of the ComEx for 2013 were: Messrs Daniel Blondeel, chief executive officer (until 31 October 2013), Raymond De Dobbeleer, chief financial officer, Marc Humblet, marketing and sales manager, Jean-Marie Lefèvre, manager of the Charleroi site (and general manager from 1 November 2013), and Pierre De Graef, manager of the Brussels site. From 1 January 2014, the executive committee is replaced by a group committee; the members of the Group Committee are the members of the executive committee plus Mr Peter Reynaert, general manager of the subsidiary SABCA Limburg. The members of the COp for 2013 were: the members of the ComEx, plus Mr Jean-Michel Sonkes, head of quality department, replaced by Mrs Josianne Evrard from 1 March 2013, Mr André Ghysens, head of human resources department, Mr André Baus, head of information systems department, Mr Marc Dubois, head of supply chain department and Mrs Sabine Lelièvre, deputy manager of the Charleroi site from 1 October Mr Peter Reynaert is the general manager of the subsidiary SABCA Limburg. Mr Daniel Blondeel is president of the subsidiary ASM Aero SAS until 31 October 2013, replaced by Mr. Jean-Marie Lefèvre from 1 November Day-to-day management The board chooses the person responsible for day-to-day management from among its members or not (articles 11 and 20 of the articles of association). 5. Appropriation of retained earnings policy In its proposals to the general meeting of shareholders, the board of directors aims at reconciling the high level of investments required for the company s aerospace activities with a reasonable return on capital. Day-to-day management of the company is executed by the general manager, Mr Jean-Marie Lefèvre, who replaces the CEO, Mr Daniel Blondeel since 1 November Shareholders Dassault Belgique Aviation S.A., a virtually 100% subsidiary of the Marcel Dassault Industrial Group, holds 53.28% of the 44 SABCA Annual Report