Cotecna Annual Activity Report 2012

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ANNUAL ACTIVITY REPORT



PROXIMITY, INNOVATION AND EFFICIENCY: THE VALUES WHICH MAKE COTECNA A RESPECTED LEADER IN ITS INDUSTRY.

Established in Geneva, Switzerland, Cotecna is one of the world’s leading companies in the fields of inspection, security, testing and certification. A world leader in Customs inspection contracts, Cotecna specializes in the development of solutions enabling governments to combat fraud, to protect Customs revenue, to maintain internal security and to facilitate lawful commercial exchanges at national borders. The company also provides the private sector with a wide range of testing, inspection and certification services, as well as assistance in trade finance services and electronic documentation. Founded by Elie Georges Massey in 1974, Cotecna is a familyowned business with an international network comprising around a hundred offices in more than 60 countries. The Group, with a workforce of close to 4 000 employees and agents, combines professionalism, reliability, infrastructure and international expertise with flexibility and proximity. Cotecna’s proactive approach ensures that its services always respond to the changing needs of its customers. Every year, the Group issues government certificates for goods valued at over USD 30 billion.

COMPANY PROFILE | 1



CONTENTS

INTERVIEW WITH THE CEO

4

Interview with Robert Massey, CEO of Cotecna

MAIN ACHIEVEMENTS

8

Government contracts and commercial activities Trade fairs and conferences Awards and recognition

PRODUCTS AND SERVICES

16

Government services Verification of Conformity (VoC) Commodities Consumer goods Laboratories Trade finance services Affiliations, accreditations and certifications

CORPORATE SOCIAL RESPONSIBILITY

26

Water, health and education Corporate social responsability

CORPORATE GOVERNANCE

30

Business ethics and compliance Internal control Quality Management System Group structure Human resources Worldwide presence

CONTENTS | 3


INTERVIEW WITH THE CEO

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INTERVIEW WITH ROBERT MASSEY, CEO OF COTECNA

The past two years have been difficult for many businesses; how has Cotecna fared in this particular context? It is true that the consequences of the crisis have considerably slowed down the activities of many companies over this period. However, the flexibility and excellent responsiveness we derive from our company’s family structure and human scale have enabled us to remain stable and solid.

So you are achieving growth? That’s right. Compared to 2011, the 2012 figures show that profitability is substantially higher.

How should we interpret the economic indicators for 2013? The level of international trade is having an impact on our industry. Although China has been marking time recently, we are once again seeing a recovery in business activity, which is influencing the volume of inspections. And of course, higher volumes means more growth for our business.

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ÂŤ TO WIN CONTRACTS, YOU NEED IN-DEPTH KNOWLEDGE OF THE MARKETS, A PRESENCE ON THE GROUND, AND KNOWLEDGE OF HOW TO WORK WITH LOCAL EXPERTISE. Âť

So the outlook is generally good? Absolutely. In fact we have signed several new contracts, for example with the governments of Gabon and El Salvador, which have called on our services to support their processes of modernizing Customs facilities and improving equipment. This means we will create more than 200 local jobs and will provide our expertise in operating scanners, a speciality that has become one of the spearheads of our services.

But it must be difficult to succeed in such a competitive environment? To win contracts, first you need a level of visibility, a good reputation and references. But you also need in-depth knowledge of the markets, presence on the ground, and knowledge of how to work with local expertise. In this respect, Cotecna is particularly well placed, and we are continuing to redeploy people in different regions in order to provide solutions for governments and for private customers. Being local naturally makes it easier to do business.

Besides Gabon and El Salvador, are there any other developments in the pipeline? The Verification of Conformity business is expanding rapidly, which offers us opportunities for growth and diversification. This is because new standards are always being introduced, and emerging countries increasingly need these types of services, to protect consumers. This is where we have something to offer, as well as strong credentials.

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Are you pursuing a policy of growth? Cotecna has always progressed in stages, and we are careful to do this in a balanced way. But it is true that today there are major opportunities in the field of private commerce.

Have you put in place a specific strategy to develop the commercial sector? In this domain, we have restructured our businesses and put in place a growth strategy. We will also be concentrating more generally on the inspection of agricultural products and consumer goods. This strategy underpinned our activities throughout 2012, and we are very pleased that it is already bearing fruit.

You have been at the head of Cotecna for many years; does your enthusiasm ever wane? Whatever profession you are in, I think the most important thing is to always take pleasure in what you do, and to never work on your own. Ours is a great business, because we tackle very concrete problems in teams, working closely with directors, decision-makers and government representatives. This means our impact on the ground is quantifiable, and the aim of our business is to continue to improve quality of life for everyone. While we continue to evolve with the dynamism and pragmatism that have made Cotecna so successful to date, the source of my enthusiasm will never dry up.

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Cotecna has been named « Best Collateral Management Company » for the second year running, a title that recognizes its role of supporting trade finance.

N°1

BEST COLLATERAL MANAGEMENT COMPANY

ISO 17020 Cotecna will have responsibility for the acquisition, installation and operation of 15 scanners at eight sites in El Salvador.

15

The Cotecna Group is one of the few inspection companies to have received ISO/IEC 17020 accreditation on a worldwide scale, for all of its offices.

5 400 200

As part of Brazil’s national strategy to boost its soybean production, Cotecna is the official inspector for all yields higher than 5 400 kg per hectare.

Following the signing of new contracts, Cotecna plans to create more than 200 local jobs in 2013, particularly in El Salvador and Gabon.

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GOVERNMENT CONTRACTS AND COMMERCIAL ACTIVITIES

WORLDWIDE

NIGERIA

Signing of a partnership with Orange for M2M solutions

Extension of the Destination Inspection (DI) contract

Cotecna and Orange Business Ser vices have signed a partnership agreement to develop M2M (Machine-to-Machine) solutions for communication and geolocation, meaning the real-time and secure monitoring and traceability of machines, equipment and systems, particularly for transit monitoring. In the wake of this agreement, in 2012 Cotecna presented its Cotrack® solution at an Orange Business Live conference in Rome.

The Destination Inspection contract, which has been in place between Cotecna and the Nigerian Customs Services since 2006, concluded at the end of 2012. In light of the significant progress this has enabled the administration to achieve, particularly in terms of facilitating trade, fighting fraud, protecting revenues and strengthening the Customs expertise of its personnel, the Nigerian government extended the contract for a period of six months.

GABON New Customs scanners As part of the modernization of its Customs administration, the contract signed between the government of Gabon and Cotecna relates to the supply and operation of X-ray scanners for Owendo port and Port-Gentil. The contract also covers the deployment of our risk management system (CRMS®) as well as provisions for training.

A long-term contract to verify the conformity of imported goods The Standards Organization of Nigeria (SONCAP) has commissioned Cotecna, as well as three other companies, to verify the conformity of imported goods according to current best practice.

ZAMBIA First contract for Cotecna At the end of the year, Cotecna was commissioned by the Zambia Revenue Authority to test seven scanners recently acquired by the State, which are currently being deployed on the country’s borders.

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TOGO Electronic monitoring system successfully implemented on six sites To support the process of modernizing the Togo Customs administration, Cotecna has put in place an electronic monitoring system for goods in transit. This system strengthens and complements Customs capacities in terms of the physical monitoring of goods, thereby boosting efforts to combat fraud. It enables the tracking and surveillance of vehicle movements in real time, from their point of departure to their point of arrival.

BRAZIL Cotecna inspects high-yield soybean harvests The purpose of Brazil’s Strategic Soybean Committee (CESB) is to increase productivity and promote the latest soybean cultivation technologies across the country. The Committee, which for the past three years has rewarded the best producers, has appointed Cotecna as the official inspector for all yields greater than 5 400 kg per hectare.

ECUADOR EL SALVADOR Non-intrusive inspection services contract As part of its program to modernize its Customs, El Salvador has selected Cotecna for the implementation and operation of non-intrusive inspection systems. The contract includes the purchase, installation and operation of equipment, including 15 scanners, as well as civil works to be carried out at eight inspection sites. To fulfil its mission, Cotecna will employ and train nearly 150 local personnel.

Cotecna in charge of transit monitoring and traceability Cotecna has been appointed by the National Customs Service of Ecuador (SENAE) to monitor the traffic of containers in transit in Ecuador in order to guarantee their integrity, from their arrival in the country to their final destination. Monitoring is carried out in real time using an electronic seal that issues alerts in case of intrusion or diversion.

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COLOMBIA

INDONESIA

Mineralogy laboratory opened

Cotecna inspects Non-B3 imports

To meet the growing needs of the coal industry in Colombia, Cotecna has opened a mineralogy laboratory in Zipaquirรก, specializing in the analysis and quality control of metallurgical and thermal coals, coke and minerals. The laboratory also offers an online service as well as a unique coal mixture analysis procedure.

Cotecna has been officially appointed by KSO Sucofindo-Sur veyor Indonesia (KSO SCISI) to handle the inspection of non-hazardous and Non-toxic (non-B3) merchandise cargos imported into Indonesia from Asia and the Middle East.

PHILIPPINES IRAQ Verification of conformity for imported goods Officially appointed by the Central Organization for Standardization and Quality Control (COSQC), Cotecna manages the implementation of the Verification of Conformity (VoC) program for imported goods in Iraq. As part of this mission, Cotecna carries out verifications and inspections at a number of border posts. It also issues Cer tificates of Conformit y (CoC) and NonConformity Reports (NCR).

Cotecna inspects raw materials for the World Food Program The United Nations World Food Program (WFP) suppor ts the Philippine government and its local authorities with the food needs of the population. To facilitate its mission, the World Food Program has commissioned Cotecna to inspect and monitor raw materials in the country.

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INDIA Two calls for tenders won by Cotecna for cotton inspection Cotecna has won two calls for tenders in India for cotton inspection. The first contract, awarded by the Cotton Corporation of India, is for the pre-shipment supervision and inspection of cargos of cotton bales at embarkation. The second, signed by the National Agricultural Co-operative Marketing Federation of India Ltd (NAFED), consists of weighing, testing and sampling cotton production in the states of Maharashtra, Gujarat and Andhra Pradesh.

THAILAND Inspection of rice quality for a refugee camp Cotecna has been chosen by the Border Consortium to check the quality and quantity of rice distributed at a refugee camp on the border between Thailand and Burma. This service includes the disinfection of rice by fumigation, as well as the verification of the distribution of stocks in depots before their delivery in containers. A new laboratory specializing in wood analysis The Group has opened a laboratory in Sri Racha in Chonburi province, eastern Thailand, for the analysis of eucalyptus wood chips for the paper and biofuel industry in Asia. Its mission is to check the quality of wood and supply fumigation, sampling and stock inspection services.

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TRADE FAIRS AND CONFERENCES

WORLDWIDE Commodities conferences The Global Grain conferences are held every year for professionals around the world involved in the grain and oilseed industry. They are an opportunity to meet experts and country representatives, to check the state of markets and trends, and to meet customers, buyers and sellers. Cotecna was represented at the Global Grain conferences in Singapore and Switzerland (Geneva), and in Bali as the co-sponsor of the World Rice Conference. Conferences on trade finance As a world-renowned expert in trade finance, Cotecna is often invited to take part in major conferences. In 2012, our company was represented on the panel at the Euromoney Trade Finance conference in Switzerland (Geneva) and at the Exporta Supply Chain Finance conference in the Netherlands (Amsterdam). Cotecna was also present as a speaker at the Exporta Brazil & Latin America Trade & Commodity Finance conference, and took part in the Euromoney Trade and Commodity Finance in Brazil (São Paulo).

SWITZERLAND Soybean inspections in Brazil presented at the Global Commodities Forum At the UNCTAD Global Commodities Forum held at the Palais des Nations in Geneva, Cotecna Trade Services SA presented a case study: Cotecna’s inspection of soybean production as part of the national productivity challenge launched by Brazil’s Strategic Soybean Committee (CESB). Cotecna at the Geneva School of Business Administration As part of its training activities, Cotecna was invited to give a lecture to students at the Haute École de Gestion in Geneva on « The Role of Inspection in International Commodity Trading ».

PORTUGAL Sponsor of the Sea Market Seminar The aim of the Sea Market Seminar, held in Porto in 2012, is to develop business opportunities and facilitate partnerships between businesses in the sector, particularly Portuguese and French. Cotecna, the event’s official sponsor, presented to a large number of leading figures its viewpoint on the facilitation and safety of the flow of merchandise in ports. Presence at the Portugal Exportador Forum At the Portugal Exportador Forum, Cotecna presented to companies looking to develop or increase business on international markets, its expertise in exports as well as the tools that can be used to develop their field of activity.

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AWARDS AND RECOGNITION

CHINA Participation in Trade Fairs At the end of the year, Cotecna took part in two of the most important industry events in China: the Hong Kong Electronics Fair and the China Import and Export Fair in Canton. Cotecna’s presence at these events was aimed at promoting its expertise in consumer goods inspection and its government services.

WORLDWIDE Cotecna is named Best Collateral Management Company for the second time Credit organizations and trading firms rated Cotecna as the Best Collateral Management Company in Trade Finance magazine’s annual ranking of the best companies in the sector, for the second year running. This honor rewards the quality of Cotecna’s work in trade finance as well as its innovative approach.

INDIA Vegetable oil industry trade fairs In 2012, Cotecna took part in the conference organized by the Indian Oilseeds and Produce Export Promotion Council (IOPEPC) on the promotion and development of the export of oilseed products. Cotecna also attended the international Globoil India conference in Mumbai, the annual meeting place for the vegetable oil trade and industry.

GHANA Cotecna’s subsidiary receives the Certificate of Merit For the 60 th anniversary of the World Customs Organization (WCO), Ghana’s Customs services awarded its Certificate of Merit to Gateway Services Limited, Cotecna’s subsidiary in Ghana, as well as to two other state bodies, for their exceptional services rendered to the country’s administration. Cotecna is the only inspection company to have obtained this prize.

NIGERIA Cotecna is popular with an industry body At its 40th annual general meeting, the Manufacturers Association of Nigeria presented Cotecna with an award for the quality of its services. Cotecna’s collaboration with all Association members, as well as its contribution to the country’s development and industrial growth, were also recognized.

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PRODUCTS AND SERVICES

Cotecna’s expertise is recognized worldwide by all players in government administrations, Customs authorities and the commercial sector. For the past 39 years, the company’s experience in Testing, Inspection and Certification (TIC) has ensured contractual and regulatory conformity for a wide range of commodities, including agricultural products, metals and minerals, as well as consumer goods and other merchandise. The services supplied by Cotecna guarantee Customs revenue based on the true value of the goods, and make it easier to detect imports that are prohibited, restricted or controlled. Cotecna also facilitates lawful cross-border commercial exchanges through the introduction of new technologies and efficient processing.

Working closely with Customs authorities, Cotecna supplies IT solutions for assessment, classification and risk management, and provides training programs to ensure the quality and effectiveness of services and personnel. Cotecna also offers bespoke trade finance services. The company is constantly developing its network of accredited testing laboratories around the world, particularly in South America, Europe and Asia.

Objectives - Facilitate world trade through tailor-made solutions - Speed up the Customs clearance process - Ensure the application of the international regulations and directives in force - Secure and improve Customs revenues - Capacity building for Customs authorities through training and the transfer of skills and technology - Reduce the possibilities of fraud, tax evasion and tariff discrimination - Strengthen national security (ports, airports and border crossings) - Support the fight against international terrorism - Protect consumers by ensuring the contractual conformity of consumer goods - Detect fraudulent or counterfeit merchandise

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DESTINATION INSPECTION (DI)

SCANNER SERVICES

Cotecna was the first company to offer Destination Inspection ser vices in 1999. Today, it is an acknowledged leader in this field, offering tailormade solutions to help Customs’ capacity building in the inspection of goods when they arrive in their destination country.

Cotecna was the first private sector company to invest in scanner imaging technology for container inspection services. This solution permits non-intrusive inspection of freight, thus helping to reduce port congestion while detecting fraud. Our solutions are available within the framework of a Public/Private Partnership (PPP) or technical assistance and consultancy services.

Services - Physical inspection - Non-intrusive inspection (scanner imaging) - Computerized Risk Management System (CRMSÂŽ) - Document review - Valuation of goods for payable duties and taxes - Tariff classification

Services - Build Operate Transfer (BOT) contracts - Feasibility studies and consultancy - Assistance with scanner purchase, implementation, operation and maintenance - Training and capacity building

PRE-SHIPMENT INSPECTION (PSI) Since 1984, Cotecna has been supplying pre-shipment inspection services on every continent. As one of the leading players in the market for services to governments, Cotecna offers customized solutions to meet the special needs of Customs departments and, in addition, contributes to the improvement of Customs procedures. Services - Physical inspection - Document review - Valuation of goods for payable duties and taxes - Tariff classification

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ELECTRONIC TRANSIT MONITORING SYSTEM – COTRACK®

COMPUTERIZED RISK MANAGEMENT SYSTEM (CRMS®)

Cotrack® is a remote monitoring solution developed by Cotecna to strengthen the capacity of Customs to control transit traffic and to combat fraud effectively, while at the same time facilitating commercial exchanges. Cotrack ® is based on the use of leading edge technologies in terms of GPS, telecommunications and information graphics.

A perfect complement to Cotecna’s other services, Computerized Risk Management System is an innovative solution for analysing commercial operations and recommending the appropriate level of Customs intervention in relation to the fraud risk and the availability of human and material resources.

Services - Technical feasibility services - Implementation of control solutions during transit operations - Training and capacity building - Technical assistance and maintenance

CRMS® uniquely combines random and selective criteria with an econometric analysis and risk assessment model. The system calculates the probability of fraud by concentrating on the goods at risk, an approach which speeds up the importation procedure and encourages conformity. Services - Feasibility studies - Examination of Customs procedures connected with risk management and scanners - Establishment of risk management committees - Establishment of national databases on fraud - Adaptation of solutions to the context and the Customs targets - Deployment of solutions on a pilot site and subsequently at national level - Customs training - Technical assistance and maintenance

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CUSTOMS VALUATION – VALUEQUEST® ValueQuest ® is a complete modular software package allowing governments and Customs services to verify the accuracy of the declared value of the goods. Designed in close cooperation with the Customs authorities, it helps them meet their requirements with reference to the implementation of the WTO agreements on Customs valution. ValueQuest® is a solution which promotes the transfer of skills in valuation and facilitates the fight against commercial fraud. Services - Building of a dedicated national valuation database for Customs

ELECTRONIC SINGLE WINDOW An average Customs transaction involves 20-30 different parties, 40 documents, 200 data elements which are repeated at least 30 times and rekeying of 60-70% of all data at least once. Electronic Single Window Solutions from Cotecna brings the entire international trading community together in one single access point to accelerate and secure the clearing process for goods. Cotecna combines its operational expertise with strong partnerships and solid technology suppliers. Services - Feasibility studies - Reengineering of processes and procedures

- Customization of software applications to local regulatory texts

- Up to 100% financing in PPP (Public/Private Partnership)

- Training of users and capacity building

- Customization of the solutions to stakeholders objectives and the local context

- Technical assistance and maintenance - Additional services for the verification of transaction existence and enquiries

- Operation of Electronic Single Window solution - Technical assistance and maintenance - Training and capacity building - Full transfer of the solutions in the frame of BOT contracts

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POST-CLEARANCE VERIFICATION (PCVS)

VERIFICATION OF CONFORMITY (VOC)

Cotecna has developed a tailor-made set of services for verification and capacity-building with the aim of supporting the Customs authorities in their efforts to apply the Kyoto convention and the SAFE standards of the World Customs Organisation relating to risk management and the facilitation of trade.

Cotecna’s Verification of Conformity services help to ensure that international trade products satisfy recommended international standards. In this way, the company supports consumer protection by detecting fraudulent goods and encouraging transparency when issuing Certificates of Conformity.

Cotecna’s post-clearance verification services are based on our ValueQuest® software package, a complete and customisable system to verify the accuracy of the tariff position and declared value of the goods. They also include CRMS®, our Computerized Risk Management System, which analyses commercial transactions in order to assign them an appropriate level of intervention. Services

Services - Document verification - Physical inspection - Sampling for laboratory analyses - Laboratory conformity testing - Drawing up Certificates of Conformity (CoC) recognized in the destination country - Conformity audits and assessments

- Document check and investigation - Analysis of Customs value for duties and taxes payable - Tariff classification - Establishment of a transactional database - Computerized Risk Management System (CRMS®) - Technical assistance - Production of reports

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COMMODITIES Services - Loading and discharge supervision operations - Vessel hatch and hold inspection. Water tightness - Ship certification validity - Draft survey and tank gauging - Supervision of weighing / tally control

Agricultural products Cotecna has a worldwide network of specialists and laboratories at the disposal of shippers, traders and government organizations to assess the quality, quantity and integrity of their products. The company offers its services to every segment of the market, from cereals to pulses via oilseeds, feedstuffs, liquid cargoes, sugar, fibers, fruits, coffee, fertilizers and more.

- Visual control and report on condition - Contractual sampling

Metals and minerals

- Sample preparation and sealing

Our on-site, independent inspection services for ferrous and non-ferrous metals, coal, ores and other minerals, concentrates, and scrap metal help to preserve the interests of our customers. Our analyses make it possible to determine, among other things, the properties of products, their tolerance of humidity and their particle size distribution.

- Laboratory testing and analyses - Traceability and identity preservation

Full Outturn Guarantee (FOG) In partnership with first class insurers, Cotecna provides customers with a guarantee against the possible shortage of goods which may occur between their loading in the point of origin and unloading at destination. The customer is compensated if a difference should occur.

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CONSUMER GOODS

LABORATORIES

Services

Cotecna has a global network of laboratories certified to national and international standards that offer testing services for grains, cereal products, feedstuffs, vegetable oils and consumer goods such as toys.

- Raw material quality control - Initial production inspection - During production inspection - Final random inspection - Pre-shipment inspection - Loading supervision - Factory audit and social audits

We also provide quality certificates on the basis of the results presented by independent and accredited laboratories (e.g. Gafta and FOSFA for agricultural products).

- Laboratory testing - Product conformity testing Manufactured products By offering a full range of services including product inspection, process evaluation and technical assistance, the Cotecna network of experts ensures that the product conforms with the customer’s specification, or the standards in force, and that it can be used in complete safety. www.cotecna-inspection.com

TRADE FINANCE SERVICES Cotecna’s mission in the field of trade finance services is to assist borrowers and lenders in setting up cost effective yet solid, Basle II compliant financing structures. Services include the monitoring of the collateral at any stage of the financed transactions, local custody and handling of titles or other documentation related to the goods, and other specific interventions.

Cotecna has developed a sophisticated and userfriendly website guiding customers through all steps of inspection for consumer goods. Customers can order inspections directly on-line.

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INFORMATION TECHNOLOGIES Vestalis® Vestalis® is an in-house web based application developed by Cotecna to serve the customer in the Trade Finance Services sector allowing borrowers and banks access to their contracts in real time. The access is secured by a personal password and login and communications are encrypted. E-dox® Cotecna has developed E-dox®, a state-of-the-art solution to issue e-documents that are fully compliant with eUCP600 requirements. The E-dox® solution enables the transmission of e-certificates by email instead of the traditional paper certificates, and significantly speeds up and secures the process of transmitting such documents.

AFFILIATIONS, ACCREDITATIONS AND CERTIFICATIONS The Cotecna group and its subsidiaries are certified and/or officially accredited by national and international organizations. This guarantees professional standards practiced by each entity in the Group, in the fields of inspection, testing and the verification of systems management. Cotecna is also a member of the International Federation of Inspection Agencies (IFIA), whose mission is to examine and improve the methods, standards, safety procedures and rules used by its members to benefit themselves and their customers. Many Cotecna entities are individual members of bodies guaranteeing compliance with trade standards in specific fields. These bodies include IFIA, FOFSA, Gafta, IFA and SAL. ISO/IEC 17020 Cotecna is one of the few companies in the TIC industry to benefit from ISO/IEC 17020:1998 worldwide accreditation for its Verification of Conformity (VoC) ser vice. Issued by the United Kingdom Accreditation Service (UKAS), this quality label covers all the company’s inspection structures. It is an acknowledgement of Cotecna’s capacity to evaluate the conformity of products in relation to a set of defined criteria, whether national or international standards, or the particular conditions stipulated by individual companies. The Quality Management System of this standard is assured by four regional offices – Buenos Aires, Dubai, Singapore and Geneva – all under the direct supervision of the Group’s head office. Furthermore, some offices have received individual ISO/IEC 17020 accreditation for their national service. Cotecna’s Shanghai office is the latest to have been awarded this certification.

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ISO/IEC Guide 65

National accreditations

Our Dubai office received ISO/IEC 65:2005 accreditation from the Emirates National Accreditation System (ENAS). It is now recognized as a certification body working to regional and international standards on specific products and merchandise.

Cotecna possesses many accreditations awarded by national bodies for the inspection of agricultural products, foodstuffs, consumer goods and industrial products. For example, Cotecna is accredited by SENASA in Argentina for the inspection and certification of cereal products destined for export.

Gafta, FOSFA and ISO/IEC 17025 Our international network of laboratories is certified to national and/or international standards: Gafta and FOSFA for laboratories specializing in the testing of agricultural products, and ISO/IEC 17025:2005 for those carrying out tests on other raw materials. The most recently accredited laboratories in this field are Santos and Paranaguรก in Brazil, Rostov in Russia and Chennai in India.

Transparency International Cotecna is a member of Transparency International Switzerland (TI), a global civil society organization leading the fight against corruption. It units people through an international coalition that works to end the devastating impact of corruption on men, women and children around the world.

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WATER, HEALTH AND EDUCATION « AROUND THE WORLD, COTECNA IS COMMITTED TO OFFERING COMMUNITIES, IN COUNTRIES WHERE WE WORK, A BETTER FUTURE. »

By supporting government agencies in the control and monitoring of products and goods, Cotecna makes an effective contribution to the economic and social development of the countries in which it conducts its activities, particularly the developing countries. While protecting tax and Customs revenues, Cotecna simultaneously creates jobs and offers work to local suppliers. At the same time, our company helps to maintain internal security by preventing the importation of counterfeit medicines, dangerous toys and illegal arms. The use of modern processes further helps to

reduce the environmental impact and to assist governments in achieving international targets such as the Millennium Development Goals. The social contributions made by Cotecna extend far beyond the company’s commercial activities and include many charitable actions. The natural extension of a corporate philosophy based on integrity, confidentiality and transparency, its commitments are concentrated in the fields of water, health and education. They are also manifested as the occasion arises through emergency aid in the event of natural disasters.

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CORPORATE SOCIAL RESPONSABILITY WORLDWIDE SWITZERLAND

BULGARIA

RUSSIA

CUBA

JAPAN

COLOMBIA INDIA/NEPAL PAKISTAN ECUADOR

HAITI PHILIPPINES

Food supplies

Education

Health

Water

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IN AFRICA BURKINA FASO NIGER

MALI

SENEGAL BENIN TANZANIA

TOGO NIGERIA CONGO

ANGOLA

MADAGASCAR

RWANDA

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BUSINESS ETHICS AND COMPLIANCE Cotecna is committed to professional excellence. As a company, we believe that our contractual and business obligations can only be fulfilled through uncompromising dedication to our customers’ requirements and by adopting the highest professional and ethical standards in all we do. This constitutes our business promise.

COMMITTEES

For this reason, Cotecna has implemented a Business Ethics and Compliance programme throughout its network of offices. At the heart of the programme is the Business Ethics and Compliance Code. The Code’s principles and rules apply to all Group activities, and include standards for technical and professional conduct in the following areas:

The Compliance Committee conducts periodic reviews of Cotecna’s Business Ethics and Compliance Programme throughout the Group and provides policy guidance to the Boards on compliance-related matters. As part of its remit, the Compliance Committee also reviews the appointment of business partners and key suppliers. Regular reports on the activities of the Compliance Committee, which met eight times in 2012, are submitted to the Boards of Directors.

- Integrity - Conflicts of interest - Confidentiality

The Compliance Committee was established in 2004 and comprises a non-executive Chairmanship held by one of the non-executive Board members, the Company Compliance Officer and the Chief Executive Officer, as well as management representatives from the operational, legal, and human resources departments.

Although there are currently no other committees, the Boards may establish them on an ad hoc basis for specific tasks, if and when it determines them to be necessary.

- Prevention of bribery - Ethical marketing and fair competition Most importantly, we place business ethics and compliance above all commercial considerations. To ensure the effectiveness of the implementation of our Code, we subject our Business Ethics and Compliance programme to an annual independent assessment conducted by the company’s external auditors.

BUSINESS ETHICS & COMPLIANCE PRINCIPLES CONFLICTS OF INTEREST

INTEGRITY In all our activites we: •

Operate in a professional, independent and impartial manner

Carry out our work honestly and do not tolerate any deviation from our approved methods and procedures

Ensure that where approved test methods make provision for tolerances in results, such tolerances are not abused to alter the actual test findings

Report data, test results and other material facts in good faith and we do not improperly change them

Only issue reports and certificates that correctly present the actual findings, professional opinions or results obtained

www.cotecna.com compliance@cotecna.ch – Helpline: +41 22 849 78 14 Issued by the Group Board of Directors – January 2010

We avoid conflicts of interest: •

With any related entity in which we have a financial or commercial interest and to which we are required to provide services

Between Cotecna’s companies and/or divisions engaged in different activities but which may be providing services to either the same client or each other

Between our employees’ interests and those of Cotecna

CONFIDENTIALITY We treat all information received in the course of the provision of our services as business confidential to the extent that such information is not: •

Already published

Generally available to third parties

In the public domain

ANTI-BRIBERY We prohibit: •

The offer or acceptance of a bribe in any form, including kickbacks on any portion of a contract payment

The use of other routes or channels for provision of improper benefits to, or the receipt of improper benefits from, customers, agents, contractors, suppliers or employees of any such party or government officials

FAIR MARKETING We only present Cotecna and conduct marketing, including comparisons with competitors or their services, in a manner that is: •

Truthful

Not deceptive

Not misleading or likely to mislead

The complete Cotecna Business Ethics and Compliance Code can be viewed on our website at www.cotecna.com

CORPORATE GOVERNANCE | 31


INTERNAL CONTROL

The Boards of Directors are responsible for the internal controls throughout the Group. These controls are formalised in a documented Internal Control System conforming to NAS 890 (Swiss Auditing Standard) and are designed to give reasonable assurance regarding the efficiency and effectiveness of operations, the maintenance of proper accounting records, the reliability of financial information and compliance with applicable laws, regulations and internal procedures. The Boards’ internal control systems includes a periodic risk analysis, a documented organizational structure, defined authority limits for management, the implementation of key controls throughout the Group and the regular review of financial and operational information. A dedicated Internal Audit function, reporting to the Boards, conducts periodic financial and operational audits throughout the Group. The Internal Audit Manager communicates key results to the Boards of Directors and detailed results to the Chief Executive Officer, to the Executive management and to regional and national management.

COTECNA | ANNUAL ACTIVITY REPORT 2012 | 32


QUALITY MANAGEMENT SYSTEM Cotecna has been certified ISO 9001 for 10 years! The Cotecna Quality Management System (QMS) and the Group Certification Program were introduced ten years ago. Since then, nearly all offices affiliated to the Group have been certified.

AUDITS CONDUCTED IN 2012 Our recent Group certification, ISO 9001:2008, received in 2012, covers more than 40 of our affiliated companies throughout the world. Our QMS audits comply not only with ISO 9001 but also with the Compliance Code drawn up by the International Federation of Inspection Agencies (IFIA), of which Cotecna is a member.

ISO 9001 AND GAFTA In terms of the Group’s ISO 9001:2008 certification program, nine units in the Commercial division fulfilled the ISO requirements, as well as two Gafta rules, 123 and 124, covering monitoring, sampling and weighing. These include Alexandria (Egypt) as well as Moscow and Rostov (Russia). Three more of our offices will be audited in 2013.

LOOKING AHEAD In 2013, the Group’s headquarters in Geneva will be audited again in line with ISO 9001:2008, while other offices in Africa, Asia, Europe and the Americas are currently preparing for further audits as part of our Group certification program.

In 2012, only the Bangkok entity (Thailand) obtained this certification; the other main entities are already certified. In addition, and likewise in terms of Group certification, several affiliated entities have satisfied the terms of another audit: Cotonou (Benin), London (UK), Dubai (United Arab Emirates), Durban (South Africa), Alexandria (Egypt), and Moscow and Rostov (Russia). In 2012, a number of quality managers and quality representatives successfully completed the IRCA Lead Auditor course. Improvements were made in the internal systems for the exchange of knowledge and information between Group quality managers and staff worldwide.

CORPORATE GOVERNANCE | 33


GROUP STRUCTURE

Services for Governments Holding Services for the Commercial sector

COTECNA SA

Board of Directors

Cotecna SA is the Group’s Swiss, non-listed holding company. The Group’s main operating companies are Cotecna Inspection SA and Cotecna Trade Services SA and their subsidiary companies.

Arlette Massey Chairperson

Capital

Georges Massey Director

Cotecna SA has a share capital of CHF 2 000 000 divided into 4 000 bearer shares of CHF 500 each. Shareholders All the company’s shares are held by members of the Massey Family.

Robert Massey Director Philippe Massey Director

Claude Béglé Non-Executive Director Dan Kerpelman Non-Executive Director Thierry de Loriol Non-Executive Director

Remuneration The remuneration of members of the Board is determined by the Annual General Meeting of Shareholders. Company Financial Accounts Consolidated Cotecna SA accounts are prepared each year in accordance with International Financial Reporting Standards (IFRS). The annual budget and 3-year plan are the outcome of an in-depth review process, and monthly performance reviews are undertaken by the management.

The members of the Board are nominated by the Annual General Meeting for a term of office of one year. The role of the Board of Cotecna SA is to ensure the protection and development of the Cotecna SA portfolio of investments, principally Cotecna Inspection SA and Cotecna Trade Services SA and their respective subsidiary companies.

Auditors Cotecna SA’s auditors are KPMG.

COTECNA | ANNUAL ACTIVITY REPORT 2012 | 34


Arlette Massey

Robert Massey

Philippe Massey

Georges Massey

Claude Béglé

Dan Kerpelman

Thierry de Loriol

CORPORATE GOVERNANCE | 35


COTECNA INSPECTION SA

Chief Executive Officer

Cotecna Inspection SA is the Group’s main operational subsidiary in the field of government services. Group Services are also placed under Cotecna Inspection SA.

The Board of Directors delegates the operational management of Cotecna Inspection SA to Robert Massey, who has been Chief Executive Officer since January 1993.

Board of Directors

Cotecna Inspection’s ISO 90 01:20 08 Qualit y Management Systems defines the Company’s operating framework.

Arlette Massey Chairperson

Remuneration

Robert Massey Director and Chief Executive Officer

The remuneration of members of the Board is determined by the Annual General Meeting of Shareholders.

Philippe Massey Director

Executive Committee at 31 December 2012

Claude Béglé Non-Executive Director

Robert Massey Chief Executive Officer

Thierry de Loriol Non-Executive Director

Serge Depallens Executive Vice President – Chief Financial Officer

The Cotecna Inspection SA Board of Directors focuses primarily on the strategic management of the company’s institutional activities. The members of the Board are nominated by the Annual General Meeting for a term of office of one year.

Jean-Michel Caffin Executive Vice President – Head of Global Business Development Haja Rajaonarivo Senior Vice President – Human Resources Didier Reymond Executive Vice President – Contract Management Tyrone Taylor Executive Vice President – Contract Management

COTECNA | ANNUAL ACTIVITY REPORT 2012 | 36


Group Services

COTECNA TRADE SERVICES SA

Nicolas Billot Senior Vice President – CITT (Information Technology & Telecommunications)

Cotecna Trade Services SA is the principal subsidiary of Cotecna SA focusing on commercial activities, mainly for private customers.

Alison Bourgeois Vice President – Corporate Communications Antoine Chavan Senior Vice President – Legal Department Serge Depallens Executive Vice President – Finance & Administration Pierre-Olivier Pellegrin Senior Vice President – Security & Inspection Technology Adrian Walker Group Compliance Officer – Compliance & Internal Audit

Board of Directors Robert Massey President Dan Kerpelman Vice President Philippe Massey Director The Quality Management System ISO 9001:2008 of Cotecna Trade Services SA defines the company’s operating framework. Executive Committee at 31 December 2012 Serge Depallens General Manager Matthieu Delorme Chief Operating Officer Marc Hoffer Vice President – Asia (since 7 January 2013)

CORPORATE GOVERNANCE | 37


HUMAN RESOURCES

COTECNA WORKFORCE Cotecna’s overall worldwide workforce remained relatively stable in 2012. Fluctuations were mainly due to contract developments and structural changes in the company, which resulted in a slight decrease in numbers. Reductions were notably due to the ceasing of our scanners business in Peru. In addition, reclassification of business in Africa led us to remove several dozen posts from our payroll. These declines were mostly offset by the growth in our business in Asia and Eastern Europe, with appointments of inspectors, laboratory specialists and sales staff. New contracts in Gabon and El Salvador, as well as the rapid growth of Cotecna Trade Services, will lead to the creation of several hundred posts throughout the Group in 2013.

EMPLOYEES AT 31 DECEMBER

EMPLOYEES BY GEOGRAPHICAL REGION AT 31 DECEMBER 2012

Geneva

99

Europe

217

Africa

1 113

2007

2 578

Americas

363

2008

2 754

Asia

383

2009

2 371

Middle East

2010

2 255

Total

2011

2 262

2012

2 233

58 2 233

COTECNA AGENTS Cotecna has a worldwide network of around 1 500 agents and experienced representatives, often in countries where the Group does not have subsidiaries or joint venture partners. They have all been carefully selected and work under continuous control on the basis of methodologies, techniques and procedures laid down by Cotecna, including quality audits.

COTECNA | ANNUAL ACTIVITY REPORT 2012 | 38


WORLDWIDE PRESENCE

With over 100 offices established around the world and a total workforce of more than 4 000 employees and agents, Cotecna can rightly call itself an international company. 25 nationalities are represented at the Group’s head offices in Geneva, and this cultural diversity can also to be found, in the field where the company attaches high importance to skills development at the local and regional levels. Alongside these many different origins, languages and cultures, Cotecna benefits from a wide range of expertise. The company places great importance on maintaining and developing these diverse skills by aligning its training programs with its strategy, by encouraging individual development, and by preparing the next generation to take up the challenges of the TIC industry.

In 2012, Cotecna continued to strengthen the links it maintains with its local entities, redeploying management skills by country and by region. The aim is to get closer to the customer base, to increase proactive responses to new demands and to ensure ever closer cooperation between head office and its partner companies. As part of the Group’s drive for growth and consolidation, the same movement has taken place in the commercial department, in order to offer more local, more responsive services and to be able rapidly to meet the specific needs of customers. This decentralization of skills, which has enabled Cotecna to adapt to each region, also extends to the Group’s IT systems, which ensure that day-to-day business is handled efficiently, in real time.

CORPORATE GOVERNANCE | 39


WORLDWIDE PRESENCE AFRICA ANGOLA ↘ Luanda ↘ Cabinda ↘ Cunene/Santa Clara ↘ Kuando-Kubango/ Katwitwi (2013) ↘ Lobito ↘ Namibe

SOUTH AFRICA ↘ Durban ↘ Johannesburg TOGO ↘ Lome ↘ Cinkasse ↘ Kodjoviakope ↘ Sanvee Kondji ↘ Zongo

BENIN ↘ Cotonou

AMERICAS

BURKINA FASO ↘ Ouagadougou

ARGENTINA ↘ Buenos Aires ↘ San Lorenzo

CHAD ↘ N’djamena CONGO ↘ Pointe-Noire ↘ Brazzaville GABON ↘ Libreville GHANA ↘ Accra ↘ Takoradi ↘ Tema NIGER ↘ Niamey ↘ Dan Issa ↘ Gaya ↘ Konni ↘ Magaria ↘ Maradi ↘ Matameye ↘ Torodi ↘ Zinder NIGERIA ↘ Lagos ↘ Abuja ↘ Apapa ↘ Banki ↘ Jibiya ↘ Kano ↘ Tincan Ashaye ↘ Tincan RoRo SENEGAL ↘ Dakar

BOLIVIA ↘ Santa Cruz BRAZIL ↘ Sao Paulo ↘ Aratu ↘ Itacoatiara ↘ Paranaguá ↘ Rio Grande ↘ Santos ↘ Sao Francisco Do Sul ↘ Vitória COLOMBIA ↘ Santafe De Bogota ↘ Buenaventura ↘ Cartagena ↘ Medellín ↘ Zipaquirá ECUADOR ↘ Guayaquil ↘ Cuenca ↘ Esmeraldas ↘ Machala ↘ Manta ↘ Quito EL SALVADOR ↘ San Salvador

ASIA

EUROPE

CHINA ↘ Shanghai ↘ Beijing ↘ Guangzhou ↘ Qingdao

FRANCE ↘ Orvault ↘ Rouen

HONG KONG ↘ Hong Kong INDIA ↘ Mumbai ↘ Chennai ↘ Goa ↘ Hyderabad ↘ Indore ↘ Joda/Barbil ↘ Kakinada ↘ Kandla ↘ Kolkata ↘ Krishnapatnam ↘ Ludhiana ↘ Mundra ↘ New Delhi ↘ Tuticorin ↘ Visakhapatnam INDONESIA ↘ Jakarta JAPAN ↘ Tokyo PHILIPPINES ↘ Makati City SINGAPORE ↘ Singapore SOUTH KOREA ↘ Seoul THAILAND ↘ Bangkok ↘ Sri Racha VIET NAM ↘ Ho Chi Minh City

GERMANY ↘ Düsseldorf ITALY ↘ Milan KAZAKHSTAN ↘ Astana PORTUGAL ↘ Porto RUSSIAN FEDERATION ↘ Moscow ↘ Astrakhan ↘ Azov ↘ Makhachkala ↘ Murmansk ↘ Nakhodka ↘ Novorossiysk ↘ Rostov-On-Don ↘ Saint-Petersburg ↘ Taganrog ↘ Taman ↘ Tuapse ↘ Vladivostok ↘ Volgograd ↘ Vyborg ↘ Yeisk SPAIN ↘ Barcelona ↘ Tarragona SWITZERLAND ↘ Geneva TURKEY ↘ Istanbul ↘ Gemlik ↘ Iskenderun ↘ Izmir ↘ Mersin

UNITED STATES ↘ Houston

UKRAINE ↘ Odessa

URUGUAY ↘ Nueva Palmira

UNITED KINGDOM ↘ Hounslow

MIDDLE EAST EGYPT ↘ Alexandria ↘ Cairo IRAQ ↘ Baghdad ↘ Abu Folos ↘ Al Waleed ↘ Khour El Zobair ↘ Maakal ↘ Monzareya ↘ Rabiaa ↘ Safwan ↘ Shalamja ↘ Sheeb ↘ Tribeel ↘ Um Qasar ↘ Zerbatya JORDAN ↘ Amman SAUDI ARABIA ↘ Al Khobar UNITED ARAB EMIRATES ↘ Dubai ↘ Abu Dhabi


Cotecna SA Rue de la Terrassière 58 P.O. Box 6155, 1211 Geneva 6 Switzerland Tel. +41 22 849 69 00 Fax +41 22 849 69 89 cotecna.geneva@cotecna.ch Cotecna Corporate Communications April 2013 – communication@cotecna.ch Content, concept & design by blossom communication www.blossom-com.ch Photo credits Cotecna (pages 11, 12, 19) 11mm (pages 2, 13) Oliver O’Hanlon (pages 5, 6, 7, 35) iStockphoto (pages 8, 16, 20, 22, 30) Fotolia (page 26) Marc Roger (page 32) Raphael Olivier (pages 17, 33) Gateway Services Limited (pages 15, 21) Mike Omoruyi - Bolamik Ventures (page 18)


www.cotecna.com


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