ANNUAL
REPORT
2022
SES ANNUAL REPORT 20222
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
CONTENT
1 2 4 5
6
3
OPERATIONAL
& STRATEGIC
REPORT
4 Our company
5 Our equity story
6 Our business model & priorities
7 Our business segments
8 Business highlights
9 Financial highlights
10 Letter from the Chairman
11 Letter from the Chief Executive
13 Key satellite industry trends
15 Our global network
19 SES | Networks
20 SES | Video
21 Financial review & outlook
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
24 Our Horizon Strategy
27 Sustainable Space
29 Climate Action
33 Diversity and Inclusion (D&I)
39 Critical Human Needs
41 Operating our Business
50 Reporting Standards
Appendix
CONSOLIDATED
FINANCIAL
STATEMENTS
86 Audit Report
90 Consolidated income
statement
91 Consolidated statement
of comprehensive income
92 Consolidated statement
of financial position
93 Consolidated statement
of cash flows
94 Consolidated statement of
changes in shareholders’
equity
96 Notes to the consolidated
financial statements
SES S.A.
ANNUAL
ACCOUNTS
155 Audit report
158 Balance sheet
159 Profit and loss account
160 Statement of changes
in shareholders’ equity
161 Notes to the
annual accounts
ADDITIONAL
INFORMATION
177 Financial Calendar
178 Imprint
CORPORATE
GOVERNANCE &
REMUNERATION
CORPORATE GOVERNANCE
53 Shareholder structure
54 Chairperson’s report
on Corporate Governance
56 Board of Directors & Committees
63 Senior Leadership Team (SLT)
66 Internal control procedures
71 Principal risks
REMUNERATION POLICY & REPORT
74 Remuneration policy
79 Remuneration report
1
4 Our company
5 Our equity story
6 Our business model & priorities
7 Our business segments
8 Business highlights
9 Financial highlights
10 Letter from the Chairman
11 Letter from the Chief Executive
13 Key satellite industry trends
15 Our global network
19 SES | Networks
20 SES | Video
21 Financial review & outlook
OPERATIONAL
& STRATEGIC
REPORT
TRUSTED partner to major businesses,
governments, and institutions around
the world
ATTRACTIVE customer proposition
of high-performance connectivity and
global reach
ONLY business delivering services
across proven Geostationary and
Medium Earth Orbits
EXPANDING our unique satellite-based
network infrastructure with SES-17 &
O3b mPOWER
SES ANNUAL REPORT 20224
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
OUR COMPANY
EMPOWERING BILLIONS OF STORIES
CREATING CHANGE WITH YOU
SES is more than a ‘satellite operator’. We are a leader in global content connectivity solutions
We deliver amazing experiences on everywhere on Earth and solutions that matter
DOING THE EXTRAORDINARY IN SPACE
REAL INNOVATION FOR REAL PROGRESS
Our unique and seamlessly integrated multi-orbit network covers 99% of the world’s population
Our next-generation constellation and differentiated offerings will enable a truly connected world
SES ANNUAL REPORT 20225
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
OUR EQUITY
STORY
€1.1B~€5B+9%
2022 Adjusted EBITDA with
robust margins
contract backlog reflects our
trusted customer value proposition
expected annual industry
revenue growth (2021-2031)
1
1 Average of Euroconsult and Northern Sky Research (2022) for Networks and Video, including broadband access revenue (not a relevant market for SES)
ATTRACTIVE CASH FLOWS AND
TOTAL RETURN FUNDAMENTALS
Disciplined financial policy with focus on profitable,
sustainable investments and execution
Balance sheet metrics consistent with investment
grade credit rating (Moody’s: Baa2; Fitch: BBB)
Stable to progressive dividend policy
(dividend of €0.50 per A-share proposed for 2022)
>$4B pre-tax of monetisation from US C-band by
end-2023 with >$1B pre-tax already realised
Satellite offers communication without limits and
need for substantial, expense terrestrial infrastructure
High-performance connectivity solutions
(from 10s of Mbps to 10s of Gbps with low latency)
Video neighbourhoods with critical audience reach
and reliability (369M TV homes served)
Incorporating a bold ESG agenda and targets
(supporting 11 of the 17 UN SDGs)
~€2B annual revenue with expanding demand
for connectivity on land, at sea, and in the air
Important growth investments to expand our unique
multi-orbit satellite-based network
>35 years of success serving the world’s major
businesses, governments, and institutions
Track record of sustainable innovation and being
‘the first’ in our industry
DIFFERENTIATED PRODUCTS AND
SOLUTIONS TO MAKE A DIFFERENCE
INDUSTRY LEADER WITH PROFITABLE
LONG-TERM GROWTH OUTLOOK
SES ANNUAL REPORT 20226
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
OUR BUSINESS
MODEL& PRIORITIES
BOLD PURPOSE COMPELLING CAPABILITIES CLEAR STRATEGY VALUE CREATION
We do the EXTRAORDINARY in space
to deliver AMAZING experiences
EVERYWHERE on Earth.
We benefit from two compelling
businesses and strong common
fundamental capabilities.
We aim to deliver a profitable and
growing business that makes a
positive contribution to all.
We aim to deliver compelling value
for all stakeholders and make a
difference on Earth.
WE SEE SIGNIFICANT DEMAND for content
connectivity solutions around the world, where
the satellite - and SES - will play a major role.
WE WANT TO HARNESS THE POWER
OF SPACE to help connect more people
in more places with content that educates
and entertains, protects populations, drives
businesses forward, enriches lives, and
empowers personal stories.
WE AIM TO ENABLE OUR CUSTOMERS to
solve critical connectivity challenges and deliver
media experiences using our unique, global,
space-based infrastructure.
UNIQUE MULTI-ORBIT NETWORK offering
compelling scale, flexibility, and performance.
UNPARALLELED REACH underpinning large,
profitable, and resilient Video neighbourhoods.
ACCESS TO GLOBAL SPECTRUM, with
priority access to equatorial MEO spectrum.
OPEN INNOVATION APPROACH with
partners to drive productivity, flexibility, and
reduce cost.
DISCIPLINED FINANCIAL POLICY built on
strong balance sheet metrics and cash flow
generation.
DIVERSE AND TALENTED ORGANISATION
with people who are experts in their fields.
LEVERAGE AND SCALE OUR UNIQUE
SATELLITE-BASED INFRASTRUCTURE to
expand in key, fast-growing networks segments
and reinforce the long-term value of our video
business.
DELIVER PRODUCTS AND SOLUTIONS
THAT DRIVE CUSTOMERS’ SUCCESS by
being a leader in high performance connectivity
and offering unparalleled audience reach and
reliability.
PROFITABLE AND SUSTAINABLE
EXECUTION TO MAXIMISE VALUE through
disciplined financial approach, constant
innovation, and pursuit of a bold ESG agenda
and set of targets.
CUSTOMERS & PARTNERS: are part of our
family and their success is also our success.
EMPLOYEES: we want to unleash the full
potential and passion of the entire SES family,
making SES a great place to work.
SHAREHOLDERS: we strive to deliver an
attractive combination of sustained capital
growth and income return for shareholders.
SOCIETY: we want to raise up the human
experience, ensure that everyone is connected
to the world’s content, and use our business to
make a difference.
1 2 3 4
SES ANNUAL REPORT 20227
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
OUR BUSINESS
SEGMENTS
~50% of revenue
1
~50% of revenue
1
1 % of revenue pro forma including DRS Global Enterprise Solutions (DRS GES), acquired 1 August 2022.
LINEAR TV
a key driver for our
customers’ global revenue
and long-term success
RAPIDLY
EXPANDING
commercial demand
for reliable and high-
performance connectivity
PARTNER
to the world’s leading
broadcasters,
platform operators,
and content owners
PARTNERSHIPS
with major governments,
telcos, MNOs,
cloud companies,
and cruise lines
UNPARALLELED
REACH,
quality, reliability, and
economics of satellite
for premium content
UNIQUE
NETWORK
providing high through-
put, high flexibility, and
low latency solutions
€3B BACKLOG,
5-10 years
typical contract lengths
€2B BACKLOG,
3-5 years
typical contract length
VIDEO NETWORKS
G
o
v
e
r
n
m
e
n
t
M
o
b
i
l
i
t
y
F
i
x
e
d
d
a
t
a
V
i
d
e
o
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 20228
2022
BUSINESS
HIGHLIGHTS
ANOTHER YEAR OF
STRONG EXECUTION
EXPANDED OFFERING
FOR U.S. GOVERN-
MENT CLIENTS
PROGRESSING
STRATEGIC GROWTH
INITIATIVES
CREATING VALUE
FROM US C-BAND
CLEARING
2022 Revenue and Adjusted
EBITDA were delivered fully
in line with our financial
outlook
In 2022, we completed the
acquisition of DRS Global
Enterprise Solutions, a best-
in-class solutions provider
to numerous US agencies
The year marked the entry
into commercial service of
SES-17 and the launch of
thefirst of our O3b mPOWER
satellites
We successfully de-risked the
project, with Phase II clearing
on track, while capturing
additional value from our
agreement with Verizon
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 20229
2022
FINANCIAL
HIGHLIGHTS
€1,944M
Group
revenue
2021:
€1,782M
€1,105M 3.5 TIMES
Adjusted
EBITDA
€189M
2021:
€1,091M
Adjusted
Net Profit
Ratio of Adjusted Net Debt
to Adjusted EBITDA
2021:
2.9 times
2021:
€323M
SES ANNUAL REPORT 202210
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
Our Networks business returned to growth in 2022, after a period of
robust performance during the COVID-19 global pandemic, reflecting
our customer proposition in delivering high performance connectivity
anywhere on land, at sea, and in the air.
2022 was also a year in which the foundations of sustained and
profitable growth were laid. First with SES-17 becoming operational
and serving customers, second with the acquisition of DRS Global
Enterprise Solutions and, lastly, with the successful launch of the first
of our next-generation O3b mPOWER satellites.
Notwithstanding the evolving viewing habits of consumers, our Video
business continues to deliver value for customers and robust cash
generation fundamentals. Through decades of experience and
execution, we have built video neighbourhoods which enable broad-
casters and content owners to access an audience reach of 369 mil-
lion households and over 1 billion people every day.
Our purpose - to do the extraordinary in space to deliver amazing
experiences every on Earth - not only covers an ambition of driving
our customers’ success, but also in making a meaningful contri bution
to the lives of people and communities around the globe.
In last year’s Annual Report, I was delighted to unveil our Environmen-
tal, Social, and Governance (ESG) agenda and, one year in, am pleased
with the start SES has made. The most notable achievements include
our improved Carbon Disclosure Project score, underlining the commit-
ment to transparency and managing our environmental footprint; our
Luxembourg Inspiring More Sustainability award in recognition of our
ESG strategy and engagement; and, finally, the new partnerships formed
in each of our four ESG pillars as we work to drive collective impact and
make a difference. Furthermore, and in recognition of the Board’s com-
mitment to this agenda, the Renumeration Committee has now intro-
duced ESG-related elements into the bonus and long-term equity com-
ponents of our senior leadership team’s annual remuneration.
For 2022, the Board is proposing a dividend of €0.50 per A-share and
€0.20 per B-share to be approved at our Annual General Meeting on
6 April 2023, consistent with the policy of maintaining a stable to
progressive dividend and the Board’s confidence in the cash gener-
ation profile and outlook of SES. At the same time, the Board has
decided to adopt a more prudent leverage level going forward with
the intent for Adjusted Net Debt to Adjusted EBITDA to remain below
3 times from 2024.
Looking forward, our company continues to be well positioned to prof-
itably grow, create shareholder value, and make a difference. With
2022 now behind us, we can look forward to further success in 2023
and beyond.
Finally, I would like to take this opportunity to thank Béatrice de Cler-
mont-Tonnerre, who left the Board in October 2022, for her contri-
bution to SES and welcome Dr. Jennifer Byrne and Carlo Fassbinder,
who both joined last April, as well as Fabienne Bozet, who joined in
February 2023.
Frank Esser
Chairman of the SES Board of Directors
Frank Esser
Chairman of the
SES Board of Directors
2022 reflects strong business execution, solid financial performance,
value-creative investment, and important strategic progress towards
ensuring our company’s profitable long-term growth and financial
position. On behalf of the SES Board of Directors, I would like to thank
everyone at SES for their continued commitment, perseverance, and
dedication.
Group revenue and Adjusted EBITDA were in line with expectations
while our balance sheet metrics deliver an important source of value
creation. With virtually all debt fixed at low interest rates, no signif-
icant near-term senior debt maturities, and SES on track to earn
$3 billion in pre-tax payments from US C-band spectrum clearing
at the end of 2023, our financial position will support the on-going
commercial successes of our multi-orbit Networks offerings and
important Video neighbourhoods.
LETTER FROM THE
CHAIRMAN
SES ANNUAL REPORT 202211
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
Our Fixed Data business also delivered solid revenues on the back of
new wins. In the year, we concluded deals with ARSAT, AXESS Net-
works, Claro Brazil, Digicel Pacific, Marlink, Microsoft, SSi Canada,
Vodafone Cook Islands, and others to deploy high performance con-
nectivity services across the globe. SES-17, brought into service in
June, came to the fore with 17 new contracts signed on the platform
with the majority supporting rural connectivity programmes across
Latin America.
Market conditions dictated that we saw limited new business from
the US Government in 2022 but we were successful in securing impor-
tant renewals and recompetes with customers such as US Army TRO-
JAN and the follow-on US Navy CSSC-II programme with our partner,
Inmarsat. An exception, in terms of new business, was the innovative
agreement signed with NASA to showcase multi-orbit (MEO-LEO)
data relay solutions to support near-Earth communication, a new
application for SES. We also furthered our multi-orbit credentials with
the European Commission, European Space Agency, Luxembourg
Government, and over 20 other European agencies in announcing our
first Low Earth Orbit satellite - EAGLE-1 - aimed at demonstrating
innovative Quantum Key Distribution security technologies to be
launched in 2024.
2022 was another busy and successful year and I am proud of the
entire SES community for their contribution across so many fronts.
We delivered a solid set of financial results on the back of strong exe-
cution, secured over €1 billion in customer deals, completed the capa-
bility-enhancing and value-accretive acquisition of DRS GES, brought
SES-17 into service above the Americas, launched the first O3b
mPOWER satellites, secured $170 million in incremental C-band clear-
ing payments from Verizon, and launched the satellites needed for
SES to complete the FCC-mandated US C-Band clearing and earn $3
billion by the end of 2023.
For the year ended 31 December 2022, we generated over €1.9 billion
of revenue and over €1.1 billion of Adjusted EBITDA, both outturns
being consistent with the expectations we had laid out at the start of
the year.
Our Video business continues to be the bedrock on which we build
our global business and, in 2022, our focus was driving value from our
core neighbourhoods, supporting our premium direct-to-home and
free-to-air platform customers, and flattening the curve in terms of
revenue trajectory. The long-term attraction of SES is demonstrated
by the reach of our network, serving 369 million TV homes, and this
reach facilitated the signing of contracts valued at €450 million dur-
ing the year. The most notable deals included a €84 million renewal
with Sky which followed on after a €90 million agreement in 2021, as
well as important wins with Discovery Deutschland, ZDF, QVC, ProS-
ieben, and the addition of several FAST (Free Ad-Supported TV) chan-
nels to our core neighbourhood in Germany.
Our Networks business now accounts for approximately 50% of total
revenue and grew by 2% year-on-year. Cruise and Aviation were the
standout performers, with both industries rebounding post-COVID.
Most notably, we signed our fifth major cruise operator and expanded
services with MSC’s Explora Journeys brand, underscoring the strong
customer appeal of our value proposition in this market, while we have
transitioned Thales InFlyt Experience aviation network to SES-17 to
support Spirit Airlines across the US.
Steve Collar
Chief Executive Officer
LETTER FROM THE
CHIEF EXECUTIVE
SES ANNUAL REPORT 202212
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
Most significantly, as it relates to our government portfolio, was the
acquisition of DRS Global Enterprise Solutions for almost $450 mil-
lion. This was a business we had proactively selected as a key target,
trusted provider of networks and solutions for the US Government,
and strong fit with the infrastructure we are building, notably O3b
mPOWER. The DRS GES team had forged a reputation for delivering
solutions to meet and exceed the needs of some of the most demand-
ing US government customers and in some of the hardest places on
Earth to deploy services. Having announced the acquisition in April,
we closed quickly and have already combined DRS GES with our own
successful US Government business under the new banner SES Space
& Defense, a best-in-class US government end-to-end system inte-
grator and solutions provider, operating under a single, combined
management team. This acquisition not only doubled our revenue
base in the valuable US government segment at a time when the stra-
tegic importance of space and satellite to governments is growing
but will also allow us to capture $25 million of annualised run rate
synergies.
Looking ahead to the potential for strong growth in our Networks
segments driven by our investments in SES-17 and O3b mPOWER,
both of which have progressed well this year. Having launched SES-
17 in late 2021, we introduced our latest high-throughput, state-of-
the-art satellite to the market in June 2022 and it is already contrib-
uting to revenues in Fixed Data and Mobility. We have had to be more
patient than we would like with the delivery of our next generation
MEO constellation, O3b mPOWER, but the launch of the first two sat-
ellites at the end of the year, the readiness of the ground technology,
and deployment of gateways around the world underscores our com-
mitment to launching commercial services on O3b mPOWER towards
the end Q3 2023 while demand for the system continues to build. We
have now signed agreements totaling $1 billion in gross backlog
across SES-17 and O3b mPOWER, including a landmark partnership
in India with Reliance Jio, and have a strong pipeline, particularly in
Government, that I expect us to close over the course of 2023.
Lastly, 2022 was an important year for our US C-band programme. We
started the year receiving the balance of the $977 million accelerated
relocation payment, earned from delivering the first phase of C-band
clearing linked to the FCC’s 5 December 2021 deadline. We then con-
cluded an agreement with Verizon for additional clearing over and
above that mandated by the FCC and completed that work all within
the calendar year to earn a further $170 million of cash payments. The
focus now is delivering on full clearing of 300 Mhz of C-Band, while
protecting our broadcast customers’ services, in time for the FCC’s 5
December 2023 deadline. With that deadline now less 10 months away,
we have made critical progress with the launch of three new C-band
satellites that were built in record time and are now fully operational.
There is much work to do to complete the filtering and network con-
figurations needed, but the project is meaningfully de-risked at this
point with clear line of sight to achieving the milestone and triggering
the second accelerated relocation payment of $3 billion.
To sum up, we have continued to execute strongly across the core of
business, added valuable new capabilities to serve government cus-
tomers through disciplined investment, achieved important mile-
stones towards realising our vision of an intelligent and differentiated
multi-orbit network with assets already in orbit, and put ourselves in
position to capture substantial value from US C-band clearing. With
2023 shaping up to be more exciting than 2022, I look forward to
detailing more successes in next year’s Annual Report as SES con-
tinues the journey of doing the extraordinary in space, delivering
amazing experiences everywhere on Earth, and positioning itself for
sustained, profitable growth and value creation.
Steve Collar
Chief Executive Officer
SES ANNUAL REPORT 202213
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
KEY SATELLITE
INDUSTRY TRENDS
Satellite offers communication without limits. From space, satel-
lite-based services can provide connections almost immediately and
virtually anywhere – on land, at sea, and in the air – without the need
for substantial and highly costly terrestrial infrastructure. The satel-
lite industry revenue is typically divided between the two main seg-
ments of Networks (or Data) and Video (or Broadcast).
According to Euroconsult (September 2022) annual global wholesale
capacity revenue for the satellite industry is expected to more than
double from $10 billion in 2021 to over $22 billion by 2031, represent-
ing an average annual increase of 8% over that period. This is com-
parable with Northern Sky Research (July 2022), who predict an aver-
age annual growth rate of 10% over the same period.
Annual Satellite Industry
Capacity Revenue
IN $BILLION
Source: Euroconsult (September 2022).
Includes Broadband Access (not a
relevant market for SES)
NETWORKS
Networks refers to connectivity (fixed and/or mobile) and data trans-
mission services for enterprise networks, cellular backhaul and trunk-
ing, maritime markets, in-flight connectivity, government applications,
and direct-to-consumer broadband.
Exponentially growing demand for reliable, high-performance
data and connectivity solutions anywhere on land, at sea, and in
the air is expected to drive substantial industry growth as satellite
becomes a meaningful part of the mainstream network ecosystem.
Upgrades and expansions of telecom and mobile networks is
accelerating as operators are looking to satellite to extend their net-
work reach by rolling out 3G, 4G, and 5G cellular backhaul, as well as
community WiFi, services.
Governments are expected to spend more on commercial satel-
lite communications for additional information gathering and anal-
ysis (both defence and civilian agencies), government personnel
(notably military) welfare, as well as expanding universal broadband
access or rural digital inclusion initiatives.
Significant demand for satellite-based connectivity in the avia-
tion and maritime segments is not only being driven by more
demanding passenger expectations when travelling by air or sea, but
also from airlines and ship operators seeking to improve overall oper-
ational and business efficiency.
2031
2021
22
10
2031
2021
22
10
SES ANNUAL REPORT 202214
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
Adoption of global cloud computing brings multiple commercial
benefits for all these demand areas which are expected to rely more
and more on satellite-based connectivity to power applications to
support improved productivity and efficiency, reduce operational
costs, and create new business opportunities.
Increasing subscribers for residential, or direct-to-consumer,
broadband services is expected to support growth in Broadband
Access revenues (this segment is not a relevant market for SES)
which will benefit from the introduction of lower cost, higher data
rate offerings, notably from Non-Geostationary Earth Orbit (NGSO)
constellations.
Recent technology innovations enable the production of more
capable and cost-effective space-based infrastructure, enabling
operators to offer an improved customer value proposition with more
value for money, higher data rates, better performance, greater flex-
ibility, and scalability to quickly expand into previously unconnected
markets and geographies. In turn, delivering profitable growth and
attractive return on investment prospects for our industry.
Competition from new entrants and new satellite-based offer-
ings is increasing at the same time to capture the substantial growth
opportunities. New High Throughput Satellite (HTS) offerings are not
only expected to come in GEO, but from our own MEO constellation,
O3b mPOWER, as well as from Low Earth Orbit (LEO) systems – each
with different capabilities, value propositions, and strategic focus
across a variety of target markets and applications.
VIDEO
Video refers to the distribution of TV channels by satellite over Direct-
to-Home (DTH) and other platforms, as well as professional exchanges
of video content on a full time or occasional use basis.
Over decades, satellite has established a proven track record as
the most reliable and cost-effective platform for linear TV con-
tent which represents a significant source of income for the world’s
broadcasters, free-to-air/pay-TV platforms, and content owners.
Satellite’s ability to overcome the lack of ubiquitous broadband
coverage or uneven distribution is a source of strategic importance
to customers seeking to cater to consumer demand for shared
viewing experiences, as well as the need for public and independent
pro gramming.
Adoption of new compression technologies and changing
consumer viewing habits has led to lower demand for satellite
capacity in mature markets as broadcasters and platform operators
seek to re-balance their offerings to deliver hybrid linear and on-
demand experiences.
Satellite is well placed in emerging markets where favourable eco-
nomics and efficient compression technologies, position operators
well to capture opportunities from content-hungry consumers with
increasing spending power.
Increased penetration of High Definition (HD) and Ultra HD TV
sets is expected to fuel consumer demand for additional content in
higher quality formats with Standard Definition (SD) TV channels
being gradually replaced by HD as the dominant proportion of over-
all TV channels carried over satellite by the end of this decade.
Lower replacement investment requirements for satellite
operators going forward enable them to compensate for lower
revenue by reducing capital expenditures, thus maintaining high
profitability and cash generation in the medium to long-term.
20x O3b satellites 11x O3b mPOWER satellites
Complete GEO Coverage
Complete GEO Coverage
50°N
50°S
MEO Standard Service
(
s
)
±50° Latitude
50°N
50°S
MEO Standard Service
(
s
)
±50° Latitude
AMC-6
139°W
AMC-18
83°W
AMC-11
131°W
AMC-1
SES-21
SES-15
Ciel-2
129°W
AMC-21
125°W
AMC-15
SES-11
105°W
NSS-11
176°E
NSS-9
177°W
SES-1
101°W
SES-2
87°W
NSS-6
169.5°W
QuetzSat-1
77°W
AMC-3
72°W
SES-14
47.5°W
SES-6
40.5°W
NSS-10
37.5°W
SES-4
22°W
NSS-7
20°W
ASTRA 1KR
ASTRA 1N
ASTRA 1P
ASTRA 1Q
ASTRA 1M
ASTRA 1L
19.2°E
ASTRA 4A
SES-5
5°E
*GovSat-1
21.5°E
ASTRA 3B
23.5°E
ASTRA 5B
31.5°E
SES-12
SES-8
95°E
**SES-9
SES-7
108.2°E
ASTRA 2E
ASTRA 2G
ASTRA 2F
28.2°E
28.5°E
MonacoSAT
YahSat 1A
52°E
52.5°E
SES-3
103°W
SES-20
SES-10
67°W
67.1°W
SES-17
NSS-12
57°E
SES-26
AMC-8
135°W
AMC-4
SES-22
To Los Angeles
To Sydney
Frankfurt
Betzdorf
Munich
Riga
London
Emek
Tel Aviv
Fujairah
Ras Al Khaimah
Los Angeles
Bogotá
Chalfont
LA
South Mountain
LA
Steele Valley
London,
ON
Winnipeg
Kuala Lumpur
Merredin
Dubbo
Stockholm
Karachi
Santiago
Lima
Longovilo
St John’s
Hong Kong
Perth
Sydney
Bucharest
Skarfia
São Paulo
Mexico City
Brewster
Kyiv
Zurich
Hong Kong,
Stanley
Singapore
Hawley
New York
Hortolândia
Stockley Park
Gnangara
Goonhilly
Hawaii
Sunset Beach
Hawaii
Kapolei
Nemea
Madrid
Sintra
Bucharest
Dallas
Phoenix
Vernon
WDC
Manassas
Port St
Lucie
WDC
Woodbine
Paris
Dakar
Adelaide
WDC
Miami
Frankfurt
Betzdorf
Munich
Riga
London
Emek
Tel Aviv
Fujairah
Ras Al Khaimah
Los Angeles
Bogotá
Chalfont
LA
South Mountain
LA
Steele Valley
London,
ON
Winnipeg
Kuala Lumpur
Merredin
Dubbo
Stockholm
Karachi
Santiago
Lima
Longovilo
St John’s
Hong Kong
Perth
Sydney
Bucharest
Skarfia
São Paulo
Mexico City
Brewster
Kyiv
Zurich
Hong Kong,
Stanley
Singapore
Hawley
New York
Hortolândia
Stockley Park
Gnangara
Goonhilly
Nemea
Madrid
Sintra
Bucharest
Dallas
Phoenix
Vernon
WDC
Manassas
Port St
Lucie
WDC
Woodbine
Paris
Dakar
Adelaide
WDC
Miami
G
G
G
G
G
G
G
G
G
G
P
P
P
P
P
M
mP
P
P
G
mP
M
M
G
P
G
P
G
P
P
G
M
mP
mP
M
G
mP
G
G
G
G
G
G
P
P
P
P
mP
M
G
G
P
M
G
G
G
G
G
GM
mP
P
G
G
mP
M
P
G
P
SES Ground Network
AS OF DECEMBER 2022
SES ANNUAL REPORT 202215
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
OUR GLOBAL NETWORK
UNIQUE MULTI-ORBIT SATELLITE-BASED
NETWORK
As the leader in global content connectivity solutions, we leverage a
vast and intelligent network that spans satellite and ground infra-
structure, connecting more people in more places.
Our fleet operates within Geostationary Earth Orbit (GEO) and
Medium Earth Orbit (MEO), providing a unique combination of global
coverage and high throughput, low latency capabilities.
The SES GEO fleet comprises over 50 satellites operating with a com-
bination of C-, Ku-, Ka-, and X-band frequencies. The majority have
‘wide beam’ payloads where a small number of beams are used to
cover a large geographic area.
Three of our satellites (SES-12, SES-14, and SES-15) have a hybrid
combination of wide beam and high throughput payloads which carry
many smaller beams capable of deploying more bandwidth and
throughput to a defined area. Additionally, SES-17 (in service since
June 2022) has a Ka-band high throughput payload and began deliv-
ering services for customers in the Americas, the Caribbean and over
the Atlantic Ocean in June 2022.
SES operates O3b, a constellation of 20 high throughput Ka band sat-
ellites in MEO equatorial orbit. The key advantages of O3b are the
capability to scale capacity globally by simply adding more satellites
into the MEO orbit, and the ability to serve applications that require
low latency which cannot be served by GEO.
Additionally, we have five satellites flying secondary missions:
ASTRA 1G, ASTRA 2A, ASTRA 2C, ASTRA 2D, ASTRA 3A
MEO satellites orbit at 8000km above the Earth’s surface; they rotate
faster than the Earth and, therefore, hand-off their service as they orbit.
Fleet configuration is based on current planning and is subject to change.
SES holds a 70% interest in Ciel Satellite Limited Partnership and a 100%
ownership interest in QuetzSat. Yahsat 1A’s Ku-band payload is owned by
YahLive, where SES holds a 35% ownership interest. MonacoSAT is a
partner satellite with transponders onboard TurkmenAlem at 52°E.
* Procured by LuxGovSat
** SES-9 at 108.2E vicinity
SES satellite fleet SES network
in orbit
In orbit HTS satellite
(High-throughput satellite)
Future satellite
Future HTS satellite
(High-throughput satellite)
Inclined
In orbit
SES SATELLITE FLEET SES NETWORK
Future HTS satellite
(High-throughput satellite)
Future satellite
In orbit HTS satellite
(High-throughput satellite)
Inclined
Additionally, we have five satellites flying secondary missions:
ASTRA 1G, ASTRA 2A, ASTRA 2C, ASTRA 2D, ASTRA 3A
MEO satellites orbit at 8000km above the Earth's surface; they rotate faster than the
Earth and, therefore, hand-o their service as they orbit.
Fleet configuration is based on current planning and is subject to change. SES holds a
70% interest in Ciel Satellite Limited Partnership and a 100% ownership interest in
QuetzSat. Yahsat 1A’s Ku-band payload is owned by YahLive, where SES holds a 35%
ownership interest. MonacoSAT is a partner satellite with transponders onboard
TurkmenAlem at 52°E.
* Procured by LuxGovSat
** SES-9 at 108.2E vicinity
M
G
M
G
mP
MEO
Gateway
GEO
Gateway
GEO/MEO
Gateway
O3b mPOWER
Gateway
G
mP
M
mP
P
GM
mP
GEO/O3b mPOWER
Gateway
GEO/MEO/O3b mPOWER
Gateway
MEO/O3b mPOWER
Gateway
PoP
(Point of Presence)
SES ANNUAL REPORT 202216
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
GLOBAL GROUND NETWORK FOOTPRINT
Our ground infrastructure ensures that customers can gain access to
our satellite fleet and capacity from anywhere in the world. To do this,
SES combines global network with local presence.
This is done by either 30 SES owned or partner teleports, a com-
prehensive fibre-based terrestrial network, and numerous points of
presence (POP).
We bring satellite connectivity to the customer by providing seamless
access to the satellite fleet and the extensive fibre-based network
transports content from any city in the world to any other place in
the world via one of SES owned or partner teleports and the six main
SES POPs.
Controlling satellites is not a fully automated effort. Our Satellite Oper-
ations Centres (SOCs) receive up to 25,000 telemetry parameters per
satellite in real time, including the necessary data to determine each
spacecraft’s position.
Our Network Operation Centres (NOCs) monitor and control all trans-
missions on the SES network, ensuring that they all perform within
tight specifications to maximise the quality and availability of our
customers’ services.
FUTURE SATELLITE LAUNCHES
Future Satellite Launches
Satellite Region Application Launch
1
SES-18 & SES-19 North America Video (US C-band clearing) Q1 2023
O3b mPOWER (satellites 3-4) Global Networks Q2 2023
O3b mPOWER (satellites 5-6) Global Networks Q2 2023
O3b mPOWER (satellites 7-8) Global Networks H2 2023
O3b mPOWER (satellites 9-11) Global Networks 2024
ASTRA 1P Europe Video 2024
ASTRA 1Q Europe Video, Networks 2024
SES-26 Africa, Asia, Europe, Middle East Video, Networks 2024
EAGLE-1 Europe Networks 2024
1 Final launch dates are subject to confirmation by launch providers
O3B MPOWER: SCALING OUR UNIQUE MEDIUM
EARTH ORBIT CONSTELLATION
Building on the proven commercial success of our first-generation
MEO constellation, O3b mPOWER provides unprecedented flexibility,
performance, and scale to extend new, bandwidth-intensive network
services and applications.
O3b mPOWER will enable high performance services that scale to
multiple gigabits per second per connection virtually anywhere.
O3b mPOWER delivers flexible service models by dynamically con-
trolling power levels, throughput, and frequency allocation to reliably
meet robust service level agreements.
The constellation has been engineered with end-user performance
requirements as the leading driver and can support a wide range of
latency-sensitive services and cloud-based business applications.
In combination with SES-17, O3b mPOWER will form the bedrock of
our Network of Future – a vision of a seamless, intelligent, and
cloud-enabled satellite-based infrastructure.
REALISING OUR VISION OF A SEAMLESS AND
INTEROPERABLE MULIT-ORBIT NETWORK
Both SES-17 and the O3b mPOWER constellation will leverage our
Adaptive Resource Controller (ARC), a software solution that serves
as the brain for the network, which will enable dynamic and automatic
traffic allocation in real-time, as well as orbit switching for complete
and seamless interoperability between MEO and GEO.
We are also working with various technology partners to roll out
next-generation terminals to optimise bandwidth efficiently and
dynamically across the two orbits.
This network will strengthen our unique capabilities to deliver flexible
and reliable, high performance connectivity solutions anywhere on
land, at sea, and in the air.
SES ANNUAL REPORT 202217
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
TWO STATE-OF-THE-ART SATELLITES FOR OUR
PRIME TV NEIGHBOURHOOD
SES has ordered two GEO Ku-band satellites for its prime orbital
slot at 19.2° East to maintain the premium services it provides to its
European video customers and to capture new opportunities.
These two replacement satellites (ASTRA 1P and ASTRA 1Q) are
expected to launch in 2024 to replace the four satellites (ASTRA 1KR,
ASTRA 1L, ASTRA 1M, and ASTRA 1N) that are currently serving
customers at this orbital location.
ASTRA 1P, a classic wide-beam satellite, will support our prime TV
neighbourhood and enable content owners, private and public broad-
casters across Germany, France, and Spain to broadcast TV channels
in the highest quality and most cost-efficient manner.
ASTRA 1Q, a next-generation digital satellite with both wide beams
and high throughput spot beams, will not only be able to support
direct-to-home operations but will also be customisable on orbit and
could be deployed easily to other orbital positions to serve the
dynamic needs of both video and data customers into the future.
EXTENDING SERVICES ACROSS EUROPE, AFRICA,
AND ASIA
In March 2022, SES ordered a fully software-defined GEO satellite,
SES-26, from Thales Alenia Space. The digital satellite, with both
Ku-band and C-band frequencies, will replace SES’s NSS-12 satellite
at 57° East.
From this key location at the crossroads of Europe, the Middle East,
Africa and Asia, SES will continue to deliver content and connectivity
solutions to some of the world’s fastest-growing markets.
In addition to supporting government communications solutions in
the region, the position is home to a diverse free-to-air video neigh-
bourhood with 10 million TV households across Ethiopia.
EAGLE-1
An SES-led consortium of 20 European companies, with the European
Space Agency (ESA) and European Commission support, will design,
develop, launch, and operate the EAGLE-1 satellite-based system for
secure Quantum Key Distribution (QKD), enabling in-orbit validation
and demonstration of next-generation cyber-security across Europe.
The EAGLE-1 satellite is due to launch in 2024 and complete three
years of in-orbit mission.
CREATING VALUE US C-BAND
SPECTRUM CLEARING
The US Federal Communications Commission (FCC) has developed
a plan to clear 280 MHz of C-band spectrum (plus a 20-MHz guard
band) for 5G mobile services in the contiguous United States.
The C-band is currently used by satellite operators serving US broad-
casters and programmers to provide TV and radio to nearly 120 mil-
lion homes, plus other critical data transmission services. The FCC’s
balanced approach ensures that C-band spectrum is available quickly
without disrupting critical video and audio services.
To deliver on the two clearing milestones (of 5 December 2021 and
5 December 2023), we have committed to an investment of approxi-
mately $1.6 billion for new satellite capacity, filtering of tens of thou-
sands of earth station antennas throughout the US, and other related
costs. Of this amount, approximately $1.5 billion is expected to be
reimbursed to SES.
The US C-Band transition is on track
SEAMLESS CONTINUATION
AND PROTECTION OF EXISTING
TV AND RADIO SERVICES
delivered via C-band to nearly
120 million homes
PREPARATION
P
LANNING
ONGOING ACTIVITY
S
ATELLITES
File plan with FCC
Partnering with industry groups to understand
their questions and share best practices
Outreach to ensure all Incumbent Earth Stations
accessing SES satellites have been accounted for
File updated Phase I plans with the FCC
Manufacture the satellites
Launch the satellites
Complete testing
SES will establish the platform
necessary to transition services—
including TV and radio distribution
and data network ecosystems—
safely and seamlessly.
Per the Report & Order and customer
discussions, SES will ensure the relevant
customers’ ground stations are correctly
pointed and tuned, have upgraded tech-
nology where required, and have filters
installed to protect customers against
interference from new 5G services.
SES will finalize the plans to
transition approximately 200 services
from 500 to 200 MHz of C-band
spectrum and work directly with
the clearinghouse and relocation
coordinator throughout the process.
SES will launch five new
satellites to guarantee suicient
capacity for current customers
and ensure the continuity and
quality of existing services.
ROLLOUT OF 5G in 46
top U.S. markets in January
2022 and to all Americans
in continental U.S. by
December 2023
Set up a database to ensure eicient
roll-out and accurate accounting
Hire U.S. companies to
launch satellites
Hire U.S. companies to build Gateway
and TT&C Systems
Hire U.S. companies to build satellites
necessary to transition customers
Hire U.S. companies to help
install/retune ground equipment
Install antennas and satellite ground control
equipment at TT&C locations to ensure
continued safe satellite operations
Consolidate Phase II gateway services to
allow ongoing receipt of international video
content and to support valuable data services
Consolidate Phase I gateway services to allow
ongoing receipt of international video content
and to support valuable data services
Establish a Help Desk for Earth station
concerns
Deploy teams to Phase II Incumbent
Earth Stations to install antenna
equipment and filters
Deploy teams to Phase I Incumbent
Earth Stations to install antenna
equipment and filters
Raise the satellites to their
testing orbital locations
Outreach to Phase I Incumbent Earth
Station operators to schedule equipment
Outreach to Phase II Incumbent Earth
Station operators to schedule equipment
installation by SES-hired team
Move the satellites to their
planned orbital locations and
initiate service on the satellites
Conduct Phase I customer migrations
Conduct Phase II customer migrations
ON-THE-GROUND
SES ANNUAL REPORT 202218
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
PHASE I – CLEARING COMPLETED
With the help of partners across the US, we completed all necessary
Phase I clearing and relocation activities relating to the 5 December
2021 deadline and, accordingly, received the Phase I accelerated relo-
cation payment of $977 million (pre-tax) as set out by the FCC.
These activities included relocating all its existing services that are
received by Incumbent Earth Stations (IES) out of the 3,700-3,820
MHz band exclusively in the contiguous United States and making
necessary equipment changes on all associated IES locations.
PHASE II – CLEARING ON TRACK
With the completion of Phase I, we are now fully focused on complet-
ing our Phase II transition activities in advance of the clearing dead-
line of 5 December 2023 which would allow us to become eligible for
a further accelerated relocation payment of almost $3 billion (pre-tax).
In 2022, we successfully launched and brought into service SES-20,
SES-21, and SES-22. This will be complemented by the launch of SES-
18 and SES-19 in 2023. These satellites will carry services that must
be transitioned to clear the lower 300 MHz of C-band spectrum and
mitigate the risk of an in-orbit failure.
We have completed more than 70% of the Phase II satellite transitions,
which include broadcast TV, cable network services, and other ser-
vices received in the 3,820-4,000 MHz range.
Our installers have completed the installation of blue bandpass filters
at more than 65% of the IES locations associated with SES satellites
and installed nearly 100% of the antennas associated with our Phase
II transition schedule.
All SES-associated IES locations designated to receive compression
equipment have received their equipment, including those receiving
services between 3,820-4,000 MHz. All compressed services were
already transitioned by October 2021.
ADDITIONAL CLEARING FOR VERIZON
In March 2022, SES secured an agreement to expand access for Ver-
izon Communications to the 3,700-3,800 MHz C-band block in cer-
tain US markets beyond those cleared in Phase I and earlier than the
deadline for Phase II clearing.
This additional clearing was completed during Q4 2022, and, in return,
SES earned payments of $170 million (pre-tax), of which $155 million
was received in December 2022, with the balance received in early
2023.
SES ANNUAL REPORT 202219
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES | NETWORKS
HIGH PERFORMANCE CONNECTIVITY
Our Networks business operates a unique multi-orbit (MEO-GEO)
constellation of satellites with the combination of global coverage and
high performance, and low latency MEO system.
By leveraging a vast and intelligent, cloud-enabled network, we provide
managed connectivity and data service solutions to support a wide range
of fixed and mobile applications which allow major Government, Fixed
Data (Telco, MNO, and cloud) and Mobility (Aeronautical and Maritime)
customers to extend their network reach across the entire world.
SES has been certified with the Metro Ethernet Forum (MEF) 2.0
industry standard, used to rate the performance of terrestrial net-
works. By adopting telco- and cloud-inspired practices, we are mak-
ing it easier for customers to integrate satellite-based networks into
the global ecosystem.
Our Networks products and services are focused on delivering secure,
reliable, and high performing connectivity to customers across high
value Government, Fixed Data, and Mobility segments. We deliver:
•
A range of Aero-ISR, Naval connectivity, fixed enterprise, and
communications on the move services, catering to a wide range of
civilian and defence-related Government connectivity needs.
•
Trunking, mobile backhaul, and enterprise services for telecommu-
nications companies (telcos), internet service providers (ISPs), sat-
ellite service providers, mobile network operators (MNOs), and
enterprises.
• Energy and mining solutions for service providers that support off-
shore exploration, offshore support vessels, and large production
facilities in developing countries.
•
Services to connect cruise lines, commercial aviation partners, busi-
ness jets, and telecom service providers with commercial maritime
operations.
In addition, we offer connectivity to major cloud service providers.
2022 PERFORMANCE
For the year ended 31 December 2022, Networks generated total
revenue of €923 million. On an underlying basis (excluding periodic
revenue and the contribution from the acquisition of DRS Global
Enterprise Solutions), this represented a growth of 1.7% year-on-year
(at constant FX).
2022 Networks Revenue
1
1 Includes contribution (of €95 million) from the acquisition of DRS Global Enterprise
Solutions from 1 August 2022 to 31 December 2022
Our Government business was comprised approximately 70% for mul-
tiple defence and civilian US Government agencies while approxi-
mately 30% of revenue was generated from a range of global govern-
ment and institutional clients.
In 2022, the cancellation of services during Q3 2021 resulting from
the US withdrawal from Afghanistan offset the positive contribution
from new MEO- and GEO-enabled network and institutional solutions
for both the US and Global customers, leading to a year-on-year
revenue decline of 4.6% (at constant FX).
In August 2022, SES completed the acquisition of DRS Global Enter-
prise Solutions (DRS GES) for $443 million. The DRS GES business
has been combined with SES Government Solutions, creating a scaled
solutions provider serving the multi-orbit satellite communications
needs of the US Government and supporting missions anywhere on
land, at sea, or in the air. From 1 August 2022 to 31 December 2022,
the DRS GES business contributed revenue of €95 million.
Our Fixed Data revenue is distributed across all key markets includ-
ing the Americas (nearly 40%), Asia-Pacific region (approximately
20%), Africa and the Middle East (approximately 20%), with the
balance from European, Energy, and Cloud customers.
Underlying Fixed Data revenue decreased in 2022 by 0.8% (at con-
stant FX) compared with the prior year driven by new business signed
with telecom and mobile network operators in Asia-Pacific, Latin
America, and North America, as well as new revenue in the global
cloud segment, which largely offset lower revenue in Africa.
Approximately 50% of Mobility revenue comes from Aeronautical cus-
tomers (mainly global service providers) with around 50% of revenue
generated from the combination of major cruise lines and commercial
maritime customers.
The Mobility business grew by 13.4% year-on-year (at constant FX) in
2022 reflecting double-digit growth in cruise segment where SES is
now serving five of the top six cruise lines, strong growth in commer-
cial aviation, and new revenue from commercial shipping customers.
40%
Government
28%
Mobility
32%
Fixed Data
SES ANNUAL REPORT 202220
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES | VIDEO
UNPARELLED AUDIENCE REACH
Video business has an unparalleled reach of 369 million households,
serving over 1 billion people worldwide with high quality viewing expe-
riences, and delivers managed media services for both linear and
non-linear content.
With over 30 years of broadcasting experience, we are experts in
designing systems to grow audiences, reduce costs, and maximise
operational efficiency. Our managed services cover the entire media
supply chain both on premise and in the cloud. All with a single point
of contact.
We are a trusted partner to the world’s leading broadcasters, platform
operators and content owners. We deliver:
• Linear video aggregation and distribution capabilities to hundreds
of millions of direct-to-home (DTH), direct-to-cable (DTC), and
Internet Protocol TV (IPTV) households around the world.
•
Hybrid video platform solutions which extend online video platform
capabilities by combining DTH and over-the-top (OTT) into one
seamless user experience and bringing targeted advertisement and
audience measurement capabilities to DTH platforms which were
so far only possible in the OTT area.
• Channel management solutions, including playout, which combine
several products to predefined end-to-end solutions capable of
fitting different use cases.
• A range of occasional use services from providing extra capacity,
processing content for live feeds, and multiple redundancy features,
working with some of the world’s large live sports and events organ-
isations.
At 31 December 2022, the SES distributed more than 8,000 total TV
channels to audiences around the globe. This includes some 3,200
TV channels in High Definition.
In addition, SES operates HD+, a direct-to-consumer offering in
Germany which enables viewers to access 26 private High Definition
TV channels and 3 private Ultra High Definition TV channels, as well
as 50 free High Definition TV channels, via a paid subscription.
2022 PERFORMANCE
For the year ended 31 December 2022, Video generated total revenue
of €1,020 million which was 5.5% lower (at constant FX) than the pre-
vious year.
On an underlying basis (excluding periodic revenue of €10 million),
revenue declined by 6.4% year-on-year including the planned impact
of lower US wholesale revenue following at contract expiry at the end
of 2021. Excluding this item, underlying revenue in Video was 4.4%
lower as compared with 2021.
2022 Video Revenue
The impact from customers ‘right-sizing’ volumes in mature European
and US markets was the main contributor to the overall year-on-year
revenue reduction, albeit at a slower pace as compared with recent
years.
At 31 December 2022, HD+ is serving 2 million paying subscribers in
Germany and delivered a solid year-on-year revenue performance in
the year. In addition, the business completed the launch of two addi-
tional products with HD+ ToGo enabling viewers to enjoy content on
their mobile devices and HD+ IP extending the HD+ in-home offering
to non-satellite households across Germany.
Serving nearly 140 million TV households, our International business
has established strong positions and customer relationships in all key
regions from Latin America across to Asia-Pacific, and in between. In
2022, these markets delivered a robust year-on-year revenue perfor-
mance.
Our Sports & Events delivered a double-digit year-on-year revenue
growth in 2022, reflecting the benefit of new events and customers
secured, while also seeing a recovery in sports leagues and events
which had still been impacted by delay or cancellation in 2021 due to
the COVID-19 global pandemic.
3%
Sports & Events
13%
HD+
57%
Europe
8%
North
America
19%
International
SES ANNUAL REPORT 202221
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
FINANCIAL REVIEW & OUTLOOK
Adjusted EBITDA excludes a net gain from US C-band repurposing
of €154 million including €173 million of accelerated clearing proceeds
from Verizon (2021: €779 million gain which included an amount of
€839 million from the recognition of the first accelerated relocation
payment related to the successful completion of Phase I clearing in
advance of the 5 December 2021 deadline) and other significant
special items of €17 million (2021: €8 million).
Depreciation and Amortisation (D&A) expense of €705 million (2021:
€670 million) included the start of depreciation of SES-17 which was
brought into service in June 2022.
Net financing costs of €88 million (2021: €71 million) included higher
FX gains of €45 million (2021: €37 million) and a fair value loss of
€15 million (2021: gain of €13 million). Excluding these items, net inter-
est expense (including capitalised interest) of €118 million was in line
with the prior year (2021: €121 million).
Adjusted Net Profit of €189 million reduced year-on-year primarily
due to higher income tax expense of €124 million (2021: €34 million
expense), while positive non-controlling interests of €1 million (2021:
positive €7 million) reflects an improvement in profitability of
LuxGovSat S.A., an entity jointly held by SES and the Luxembourg
Government serving government and institutional customers.
Adjusted Net Profit excludes the US C-band net income and other
significant special operating expenses, as well as a non-cash impair-
ment expense of €397 million (2021: €724 million) which mainly
reflects the impact of higher discount rates on the net book value of
the group’s intangibles and GEO satellites, and related tax benefits of
these combined significant special items of €37 million (2021: €83
million).
CASH FLOW STATEMENT
Free cash flow before equity distributions and treasury activities
(FCF) was a net outflow of €442 million (2021: outflow of €876 mil-
lion) as an exceptionally high level of net cash absorbed by investing
activities including US C-band clearing and the acquisition of DRS
GES of €1,798 million (2021: €283 million) offset the combination of
higher net cash generated by operating activities of €1,476 million
(2021: €1,294 million) and lower cash interest paid on borrowings of
€103 million (2021: €121 million). FCF also included lease payments of
€17 million (2021: €14 million).
FINANCIAL POSITION
At 31 December 2022, Adjusted Net Debt (including 50% of the
now €1.175 billion of hybrid bonds as debt, per the rating agency
methodology) stood at €3,889 million (31 December 2021: €3,120 mil-
lion) and represented an Adjusted Net Debt to Adjusted EBITDA ratio
of 3.5 times (2021: 2.9 times) including the acquisition of DRS GES
(for $443 million), higher year-on-year investing activities associated
with SES-17 (now in service) and O3b mPOWER, and spend on US
C-band clearing in advance of reimbursements and second acceler-
ated relocation payment of $2,991 million (pre-tax) linked to the
5 December 2023 clearing milestone.
At 31 December 2022, the weighted average cost of debt (including
50% of the hybrids) was 3.1% (2021: 2.9%) and the weighted average
senior debt maturity was 6.6 years (2021: 7.5 years).
SES regularly uses Alternative Performance Measures (APM) to pres-
ent the performance of the Group and believes that these APMs are
relevant to enhance understanding of the financial performance and
financial position. Further information regarding these APMs is pro-
vided in >> Note 35 of the Consolidated Financial Statements.
INCOME STATEMENT
Group revenue of €1,944 million was 9.1% higher than the prior year
including the positive impact of the stronger Euro to US Dollar foreign
exchange (FX) rate which accounted for €118 million of the year -
on-year variance and the first contribution (of €95 million) from the
acquisition of DRS Global Enterprise Solutions (DRS GES) from
1 August 2022 to 31 December 2022. Group revenue included €15 mil-
lion of periodic and other revenue (2021: €2 million).
Adjusted EBITDA (excluding the financial impact of US C-band repur-
posing and other significant special items) stood at €1,105 million
(2021: €1,091 million) including €11 million from DRS GES and repre-
sented a margin of 56.9% (2021: 61.2%).
This included recurring operating expenses of €839 million which
were €148 million higher than the prior year, mainly due to the impact
of the stronger Euro to US Dollar FX rate and acquisition of DRS GES.
At constant FX and excluding DRS GES, recurring operating expenses
were €21 million, or 2.9%, higher year-on-year reflecting increases in
staff costs.
SES ANNUAL REPORT 202222
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
In June 2022, SES launched and priced a bond offering of €750 mil-
lion senior unsecured fixed rate notes due in 2029 with a coupon of
3.5% and, because of the transaction, SES now has no significant near-
term senior debt maturities to be refinanced.
Senior debt maturity profile
1
Revolving Credit Facility & European Investment Bank loan Other Debt
Cash & cash equivalents Senior Bonds
1 Pro forma assuming the $750 million US Dollar Bond, maturing April 2023,
was settled with Cash & cash equivalents on 31 December 2022
FINANCIAL POLICY
SES is focused on driving sustained, profitable growth and value cre-
ation. In tandem with clear strategic priorities, strong focus on exe-
cution, and financial discipline, we aim to maintain a disciplined finan-
cial policy which is based on four main priorities:
• Disciplined investment to sustain the profitable portfolio of busi-
ness and support value-accretive growth investment opportunities,
as reflected by our internal rate of return hurdle of more than 10%
(post-tax) over the investment horizon.
• Maintaining a strong balance sheet consistent with investment
grade ratios, allowing access to a wide range of funding sources
and keeping a low cost of funding.
• Delivering a cash return to shareholders by maintaining a min-
imum annual base dividend of €0.50 per A-share and €0.20 per
B-share with a stable to progressive policy.
• Utilising any excess cash in the most optimal way for the benefit
of shareholders.
For the year ended 2022, the SES Board of Directors has proposed a
dividend of €0.50 per A-share and €0.20 per B-share, consistent with
the Board’s commitment to maintain a stable to progressive dividend
policy. The dividend, which is subject to shareholder approval at the
Annual General Meeting on 6 April 2023, will be paid to shareholders
on 20 April 2022.
2022 was also another milestone year for our US C-band initiative
with three satellites successfully put in operation and the additional
clearing for Verizon which earned $170 million. 2023 will see the cul-
mination of years of hard work and execution with SES well on track
to completing the second and final phase of the clearing, triggering
an additional payment of $3 billion in late 2023.
The SES Board of Directors has elected to adopt, from 2024, of a more
prudent long-term target of Adjusted Net Debt to Adjusted EBITDA
of below 3 times.
FINANCIAL OUTLOOK
The financial outlook is based on an average €/$ FX rate of €1: $1.09,
nominal satellite health, and nominal launch schedule.
For the year ended 31 December 2023, revenue is expected to be
between €1,950 million and €2,000 million. This reflects an expecta-
tion of mid-single digit year-on-year percentage decline (at constant
FX) in Video and between low-single and mid-single digit year-on-
year percentage growth (at constant FX) in Networks.
Adjusted EBITDA for the same period is expected to be between
€1,010 million and €1,050million with an implied year-on-year increase
(at constant FX) in operating expenses due additional anticipated
investment in Networks associated with the bringing into service of
O3b mPOWER and additional equipment in advance of recurring
capacity revenue being generated on the constellation.
Capital expenditure (defined as net cash absorbed by investing activ-
ities excluding acquisitions, financial investments, and US C-band
repurposing) is expected to be around €550 million in 2023, followed
by an average annual capital expenditure of around €385 million for
the period between 2024 and 2027.
>20302029202820272026202520242023
Weighted average senior debt maturity of 6.6 years
1,500
344
150
250
640
400
750
703
16
16
16
16
650
16
50
2
24 Our Horizon Strategy
27 Sustainable Space
29 Climate Action
33 Diversity and Inclusion (D&I)
39 Critical Human Needs
41 Operating our Business
50 Reporting Standards Appendix
ENVIRONMENTAL,
SOCIAL &
GOVERNANCE
(ESG) REPORT
SES Horizon Strategy – Responibilities and Opportunities
SES ANNUAL REPORT 202224
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
OUR HORIZON STRATEGY
Developed in 2021 following extensive stakeholder outreach, the SES
ESG strategy outlines our commitment to advancing sustainable
development, aligned with the goals of the United Nations, by har-
nessing the power of space to address the most pressing challenges
on Earth. Along with our customers, partners, and governments, we
aim to accelerate progress towards a more sustainable, secure, and
equitable future for all. ESG for SES is transforming the way we think
about business and the role we play in society. Our goal is to incor-
porate an ESG agenda into our policies, procedures, and responsibil-
ities to our stakeholders to create a positive long-term impact and
value for all aspect of our operations.
SES HORIZON STRATEGY
Our strategy is built around four key pillars which are aligned with
issues material to our business strategy and approach:
SUSTAINABLE
SPACE
CLIMATE
ACTION
DIVERSITY &
INCLUSION
CRITICAL
HUMAN NEEDS
Lead, collaborate,
and innovate for sus-
tainable space.
Take bold climate
action by setting tar-
gets and innovating
for the planet.
Make the space in-
dustry more diverse
and inclusive, start-
ing with SES.
Empower commu-
nities to thrive with
services to support
critical human needs.
OUR RESPONSIBILITY
Innovate to reduce our foot-
print from launch to decom-
missioning.
OUR OPPORTUNITY
Advocate best practice ap-
proaches to ensuring indus-
try-wide responsible use of
space.
OUR RESPONSIBILITY
Build a more diverse and
inclusive workforce across
all levels of our business.
OUR OPPORTUNITY
Increase diversity and inclu-
sion in the space industry
through targeted actions
and investments.
OUR RESPONSIBILITY
Develop partnerships and
innovate to increase access
to education, health, and
information services.
OUR OPPORTUNITY
Expand reliable access to
content and connectivity
to build sustainable
communities.
OUR RESPONSIBILITY
Reduce Green House Gas
emissions across operations
and our supply chain.
OUR OPPORTUNITY
Provide solutions to combat
environmental challenges
through satellite connec-
tivity.
SUPPORTING 11 OF THE 17
Progress on our ESG Journey
SES ANNUAL REPORT 202225
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
OUR TARGETS
As our ESG journey is progressing, we are building a stronger under-
standing of the key areas of focus and what we want to accomplish.
We have started to develop additional targets to continue our aspi-
ration to drive purpose and impact in everything we do. This will also
ensure our ability to measure our progress, as well as bringing more
accountability and transparency into our programme and actions.
NEW TARGETS SET IN 2022
Space sustainability
•
Complete 1 Lifecycle assessment in 2023 and integrate findings
into our ESG strategy and roadmaps
• By the end of 2023, develop and publish our Space Sustainability
roadmap to drive a path to sustainable operations and space envi-
ronment
Climate Action
•
Integrate findings of the lifecycle assessments in our climate action
roadmap to define areas for additional partnership and reduction
plans to reduce our negative impact on the planet
Critical Human Needs
•
Drive SES connectivity in developing nations and measure the num-
ber of connected sites year over year in alignment with SDG 9 tar-
get 9.c
• Continue to support communities in crisis with mission critical dis-
aster response capabilities including capacity building in disaster
prone countries
By 2030, complete
lifecycle assessments
on SES products and
Services to fully un-
derstand the impact
of our services on
earth and in space
Explore partnerships
to develop new
solutions for space
sustainability
By 2024, become
certified by the World
Economic Forum
Space Sustainability
Rating
OUR TARGETS
Increase gender
diversity of people
managers by 50%
in5 years
In 2022, SES will
develop a plan to
further expand our
impact through
STEM and ICT
programmes to
underrepresented
groups
By 2025, develop and
implement a supplier
and customer sus-
tainability rating and
diversity programme
to empower a diverse
pool of sustainable
suppliers
OUR TARGETS
Conduct stakeholder
outreach to under-
stand where our prod-
ucts and services can
best impact critical
human needs
OUR TARGETS
By no later than
2050, SES will reach
NetZero emissions
SES will develop tar-
gets for submission
by SBTi for validation
by 2024
OUR TARGETS
On target Completed Off track
SUSTAINABLE
SPACE
CLIMATE
ACTION
DIVERSITY &
INCLUSION
CRITICAL
HUMAN NEEDS
Lead, collaborate,
and innovate for sus-
tainable space.
Take bold climate
action by setting tar-
gets and innovating
for the planet.
Make the space in-
dustry more diverse
and inclusive, start-
ing with SES.
Empower commu-
nities to thrive with
services to support
critical human needs.
SES ANNUAL REPORT 202226
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
MATERIALITY
As an industry leader, SES is committed to the creation of a more
robust, resilient, inclusive, sustainable, and well-connected society
and created its ESG strategy with this awareness. We believe that
companies operate as a key member of society and therefore have
a responsibility to all stakeholders to acknowledge and report on
their impact to society and the environment. In 2021, SES engaged,
with the help of outside consultancy, in multi-stakeholder dia-
logues to better understand external and internal needs and
expectations. We defined the most pressing issues to our stake-
holders which resulted in an in-depth materiality analysis on these
issues.
After external interviews with industry experts, customers, NGO part
-
ners, civil society, and government representatives as well as internal
input through workshops, surveys, and ESG investor rating analysis,
SES developed the following materiality matrix.
SES groups material issues under different tiers based on the issue’s
impact to the business and to the society. Most critical, thus priority
material issues are listed under Tier 1 category. These issues include
SES’ engagement with the digital society, Diversity and Inclusion,
operational carbon footprint, energy use, and interaction with the
space and waste minimisation. Tier 1, 2, and 3 issues are listed below:
Materiality Matrix
Tier 1 Tier 2 Tier 3
• Emergency response / disaster manage-
ment
• Satellite / ground infrastructure end of life
• Climate adaptation and resilience
• Employee and worker rights, wellbeing and
safety
• Space policy and advocacy
• Use and recovery of toxics, precious
materials and conflict minerals
• Biodiversity and Land Use
• Water footprint
• Cybersecurity and data privacy
• Anti-bribery & corruption
• Environmental impact of satellite launches
• Responsible use of technology
• Customer environmental benefits
• Diversity in STEM education
• Employee recruitment, development &
engagement
• Operational waste
• Transparent supply chain management
• Digital access to basic services
• Employee diversity, equity & inclusion
• Space waste & congestion
• Digital reach & inclusion
• Ethical & transparent business practices
• GHG emissions (Scope 1, 2, 3)
• Renewables & energy use
• Local community impact
IMPORTANCE TO SOCIETY
BUSINESS IMPACT
SES ANNUAL REPORT 202227
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SUSTAINABLE SPACE
Space has become inextricably embedded into our daily lives and
many critical services rely heavily on space infrastructure/activities,
such as communications, air and maritime transport, financial ser-
vices, Global Positioning Systems (GPS), weather monitoring, and
many others.
Moreover, space applications have the potential to tackle many of the
major social and environmental challenges facing the world today –
from monitoring climate change and improving early-warning systems
to delivering much-needed connectivity used to bring education and
health services to rural areas or refugee camps. Space companies, old
and new, are providing critical infrastructure to the planet.
To provide these critical services, a safe access to space must be
ensured. If orbital resources are not protected and space actors are
not held to a high standard of responsibility, these critical services
are endangered. Access to space is a business-critical topic for SES
and, for this reason, we consider Space Sustainability as a core pillar
of our ESG strategy. Our main targets in this pillar are anchored in our
commitment to undertake Life Cycle Assessments (LCA’s) of our
products and services in the next coming years to understand and
quantify the impacts of our operation allowing us to make informed
decisions to reduce our footprint and develop new eco-design for our
products.
Nevertheless, this should not be the limit to SES’ sustainable space
ambitions. As a leader in the industry, we must advance the respon-
sible use of space by advocating and collaborating for best practice
approaches and innovative solutions so that space continues to be a
resource for delivering solutions to address the challenges on Earth.
TARGETS
As part of the targets associated with Space Sustainability, SES has
committed to:
By 2030, complete life cycle assessments on all SES prod-
ucts and services together with technology partners to
fully understand the impact our product and services
have on the planet
Our lifecycle assessments are a cornerstone project in the SES
ESG journey. Through this process, we are pioneering a new way
for our industry to evaluate our impact on Earth and in space. In
2022, SES developed our methodology and roadmap for complet-
ing the LCAs. Given that lifecycle assessments are not done in a
widespread way in the industry, the identification of the parame-
ters, segments and factors required coordination across internal
and external stakeholders. In the continuation of this target, SES
is committed to completing one lifecycle assessment in 2023 and
identifying areas to incorporate for further reductions on our
impact.
In addition, we aim to conduct life cycle assessments across five
constellations in 2023, achieved by working across our value chain
through key partnerships developed throughout 2022.
Explore Space sustainability partnerships to develop new
technologies and solutions for space sustainability
In 2022, SES has stepped out to drive the space sustainability con-
versation and joined international efforts to align the industry on sus-
tainability commitments.
Lead, collaborate, and innovate with the industry
to ensure secure and sustainable use of space.
Innovate ways to repurpose equipment and reduce
footprint from launch to decommissioning.
Lead the way as an advocate and collaborator
to develop best practice approaches for the
responsible use of space.
SUSTAINABLE SPACE
SES ANNUAL REPORT 202228
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
NETZERO SPACE INITIATIVE
SES has joined the
Net Zero Space initiative in association with
the Paris Peace Forum to continue to collaborate with the space
community to achieve sustainable use of outer space for the benefit
of all humankind by 2030. This consists of five commitments listed
below:
1. continue abiding by international guidelines and norms relating
to space sustainability and safety
2.
collaborate with space agencies and regulatory authorities to
develop policies and regulations that will foster a safe and sus-
tainable space environment
3.
continue sharing, and encourage others to share, operational
data critical for the safety and integrity of the space environment
through trusted third parties
4.
form public and private partnerships to advance innovation in
space sustainability and safety
5.
exercise best practices and encourage responsible behaviour by
all satellite operators so as to preserve the integrity and safety
of the space environment
JOINT STATEMENT FOR THE RESPONSIBLE
SPACE SECTOR
As proud contributors to the European Space industry, SES signed
the European Space Agency’s Joint Statement for a Responsible
Space Sector. This statement underscores our responsibility to take
care of planet and that depends on and extends to our action in space.
This statement aligns the signatories to 5 principles to underpin space
activity. These five principles seek to answer the question who and
what is space for:
• Fair and responsible governance of space
• Space for the benefit of all of society
•
Fair access to outer space, its preservation and peaceful exploration
•
For the preservation of our natural environment on Earth and reme-
diation of damages caused to our planet
• For a fair society and improved well being of all
PARTNERSHIP WITH NORTHSTAR
In 2022, SES underwent a partnership aligned with our space sustain
-
ability goals by working with Northstar to launch, develop and evolve
space situational awareness tools. Northstar is planning to launch a
commercial service monitoring space from space delivering unique
space situational awareness services to safely manage fleets and
minimise collision risks. SES has partnered with Northstar in our com-
mitment to develop and enhance technologies for space sustainability.
Northstar has successfully demonstrated the capability to track and
maintain custody of objects, regardless of pre-existing knowledge,
that may pose threats to SES fleet. SES has invested in this initiative
through the Luxembourg Space Sector Development Fund.
By 2024, become certified by the Space Sustainability
Rating being developed by the World Economic Forum
To encourage collective action and endorsement of best practices in
space, SES in 2022, has submitted our application for O3b mPOWER
to be processed by the Space Sustainability Rating developed by the
World Economic Forum. We feel confident in our current operations
and management of our fleet and believe that pursuing this rating
can ensure that confidence to all our stakeholders. The Space Sus-
tainability Rating (SSR) is an ongoing process to create transparency
in participating organisations’ space debris mitigation policies. Upon
establishment, SSR will provide a sustainability score for companies
on their debris mitigation strategies and their alignment with the inter-
national guidelines. In 2022, SES developed and prepared our data
for submission by the SSR and is on track to submit for a rating in
2023.
By the end of 2023, develop the Space Sustainability
strategy
THE SPACE SUSTAINABILITY STRATEGY AND
CHARTER
SES has developed the relationships both internally and externally in
2022 and have attended numerous events to understand the industry
and SES priorities for space sustainability. In addition, SES has devel-
oped our own Space Sustainability charter which outlines the various
aspects of Space sustainability and how SES manages its operations
in a sustainable and best practice approach. The charter details our
approach to space debris mitigation, situational awareness, space traf-
fic management, space surveillance and tracking, space safety and
industry collaboration. The charter outlines the critical nature of space
sustainability to industry and the importance of space to life on earth.
It gives details on our plans for continuing to lead on this topic and
therefore, in 2023, SES will finalise the space sustainability strategy
which will include a vision and milestones for the upcoming decade,
alongside our charter.
SES ANNUAL REPORT 202229
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
CLIMATE ACTION
In 2022, SES saw made progress in our commitment to Climate Action
through our company governance, target setting and partnerships.
Climate action is the responsibility of every person on the planet and
companies have a crucial role to play to drive sustainable change.
TARGETS
SES has committed to NetZero by no later than 2050 and
to the submission of SBTi targets for validation no later
than 2024
These targets have ignited several significant steps within the com-
pany to drive towards a Net Zero pathway. In 2022, SES has:
• Increased our disclosure transparency and improved our govern-
ance related to climate in our CDP report increasing our score from
a D to a B
•
Evaluated our climate risks and developed an SES climate risk
report aligned with the TCFD framework
• SES has added GHG emissions targets to our SES Senior Leader-
ship renumeration package
• SES has developed an Environmental, Health and Safety Charter
• We have amended our supplier code of conduct to include stand-
ards related to climate and environmental expectations
•
Amended SES’ General Terms and Conditions (GTCs) for Purchase
of Goods and Services, adding clauses on REACH compliance and
aligning with our ESG objectives
• Partnered with an external ESG platform and solution provider, to
start assessing our suppliers, with the goal to empower a diverse
pool of sustainable suppliers
In 2023, we plan to continue on a NetZero journey with:
• Increased evaluation of renewable options in our major operations
•
The completion of 1 lifecycle assessment to help us address reduc-
tions in our Scope 3 emissions
•
Continued engagement with our stakeholders including customers,
suppliers, and employees
•
Continued work on our climate risks and opportunities in alignment
with TCFD to do full climate scenario monitoring
OPERATIONAL FOOTPRINT AND
AREAS OF FOCUS
EMISSIONS – CDP REPORT RESULTS
GRI 305
This report is inclusive of our CDP report results from the 2021 oper-
ating year given our CDP reporting cycle. SES expanded the bound-
aries of our Scope 3 reporting this year, has made significant changes
to the governance of the company related to climate and set Net Zero
targets. The combination of these improvements has taken our CDP
score from a D to a B.
SES is aware of its role of spearheading emissions reduction in the
telecommunication and space industries. The company does not
operate any manufacturing sites which minimise the company’s total
environmental impact. To further minimise risks across the business
and to better align with the company’s objectives to reduce CO
2
emis-
sions, SES uses its Risk and Internal Control System. Upon identifying
risks through COSO and ISO31000 principles, SES collects emissions
data on its direct, energy indirect, and other indirect operations
(Scope 1, 2 & 3). The company constructs its methodology in line with
the Greenhouse Gas Protocol (GHG): A Corporate Accounting and
Reporting Standard (Revised Edition); Defra Environmental Reporting
Guidelines: Including streamlined energy and carbon reporting guid-
ance, 2021; the International Energy Agency’s (IEA) CO
2
Emissions
Take bold climate action by setting targets and
innovating for the planet.
Reduce our carbon footprint across operations
and our supply chain.
Provide solutions to overcome climate and
environmental challenges through satellite
connectivitiy.
CLIMATE ACTION
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from Fuel Combustion; and The Greenhouse Gas Protocol: Scope 2
Guidance.
Since 2008, SES officially reports the CO2 emissions of its operations
through participation in the Carbon Disclosure Project (CDP), which
collects the data of all SES’ business activities and locations. The data
collection for CDP covers three scopes:
• Scope 1: Direct Combustibles (gas and fuel consumption, refriger-
ant leakage, car fleet)
•
Scope 2: Indirect Energy consumption (purchased electricity, heat,
and steam)
•
Scope 3: Other Emissions (business travel, commuting, waste,
water consumption)
In 2021, SES for the first time, expanded the boundaries of our Scope
3 reporting to include
• Cat 1 – Purchased goods and services
• Cat 2 – Capital Goods
• Cat 4 – Upstream transportation
This resulted in an increase in our Scope 3 emissions (88% of our
overall footprint). The manufacturing and launch of our satellites is
realised in Cat 2 of our scope 3 emissions and is a large contributor
to our overall GHG footprint. The fluctuation of our GHG emissions
in this category will be depend on the number of satellites we have
launched, and we will specifically pull out the emissions related to this
as a separate item in how we report these numbers going forward. In
2021, SES launched SES-17 and the carbon emissions related to that
launch can be found in Cat. 2.
Emissions from Scope 2, electricity consumption, SES has invested in
energy reductions in our sites with the upgrading of equipment to
energy efficient alternatives. We have also invested in green energy
tariffs in 2 of our highest energy sites, Luxembourg and Munich result-
ing in a decrease in our market-based Scope 2 emissions.
To better interpret Scope 2 emissions data, it is important to note that
Scope 2 location-based emissions factors were chosen in line with
the GHG Protocol recommendations. For low occupancy sites,
assumptions were made based on average electricity, gas, and travel
data at the main office sites. A data collection questionnaire was cir-
culated to all 31 main SES global sites and to collect activity data. A
large sample of low occupancy and unmanned SES sites were included
in the data collection exercise. To calculate GHG emissions, when
electrical power consumption was not precisely measured, it was esti-
mated. In the context of the legal framework in Europe with the goal
to save energy, SES started to analyse the energy efficiency of the
main facilities in accordance with EN 16247. This exercise has been
performed at SES’ sites in Munich, Germany, and Betzdorf, Luxem-
SES Group CO
2
emissions
YEAR 2021 2020 2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008
Scope 1 (t CO2e) 1.813 2.510 2.177 2.524 2.517 2.418 5.455 6.546 6.621 6.959 6.464 12.397 17.317 14.432
Scope 2 (t CO2e) 24.039 25.848 29.604 30.821 26.980 24.701 24.395 17.080 17.391 20.475 27.758 26.846 35.280 26.507
Scope 3 (t CO2e) 169.776 4.248 16.017 17.178 17.386 13.737 12.486 11.460 14.756 5.873 4.937 2.309
Total emissions (t CO
2
)
195.629 32.606 47.797 50.523 46.883 40.856 42.336 35.087 38.768 33.307 39.159 41.553 52.597 40.939
Change to previous year 500% -32% -5% 8% 15% -3% 21% -9% 16% -15% -6% -21% 28%
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bourg. Through these and other initiatives, we have implemented a
substantial and ongoing carbon reduction plan in our sites across the
world.
During the second half of 2022, we implemented an electrically pow-
ered shuttle service to connect our headquarters in Betzdorf with the
main local bus and train stations. This service has so far been used
by about 25% of the local employees, a quota that we expect to grow
during 2023 as we have increased the capacity of the vehicle and
made its timetable more in line with the needs of an increasing num-
ber of employees. This service, which is increasingly used and has
received numerous positive feedback, is also aimed at reducing our
employee commuting emissions. In this regard, we are working on a
study to quantify the impact on our emissions, which we are confident
we will be able to share in our next report.
WASTE MANAGEMENT
GRI 306
SES intends to systematically reduce waste across its direct footprint.
The company ensures that it has a comprehensive waste policy in
place that targets avoiding and reducing waste as well as increasing
disposal and recycling in the areas of “Batteries, hydraulic fluids and
electrical/electronic devices, building-site waste, glass, plastics, met-
als, organic waste (food residues, garden refuse, wood), paper/card-
board, and problematic items (e.g. chemicals/environmentally hazard-
ous substances, oil/grease, flammable products, etc)” in line with
international standards (ISO 140 42). SES currently collects informa-
tion for the SES Headquarters in Luxembourg and annually reports
to the Luxembourgish government. For its remarkable environmen-
tally friendly waste handling, SES has been awarded with the Luxem-
bourg SuperDrecksKescht (SDK) ecolabel 20 years in a row.
ENERGY
GRI 302
SES is aware of its responsibility to improve and transform the man-
agement of sustainable energy as an industry leader and is commit-
ted to gradually increase the share of renewables in its energy mix.
The company has already achieved 52% improvement in its energy
efficiency index between 2014 and 2020 in its Luxembourg headquar-
ters and plans to achieve further improvements on global level within
the next 5 years. SES is transparent in data collection and data shar-
ing and annually reports to the Carbon Disclosure Project. The com-
pany pledges to comply with the international regulatory standards,
align with energy saving programmes, and co-operate with the intra-
and inter-industry actors to generate positive value throughout its value
chain on energy production, consumption, supply, and distribution.
In Luxembourg, SES currently participates in the new Voluntary
Agreement between the Luxembourgish Government, My Energy GIE
and FEDIL, which started in 2021 and runs until the end of 2023. This
programme sets a general energy efficiency improvement target of
4.5% until the end of 2023 compared to the reference years 2018/2019.
To achieve this goal, SES undertakes initiatives to improve the energy
efficiency of its technical facilities such as HVAC, UPS, lighting sys-
tems, etc, and engages in the implementation of ISO50001 energy
management system.
CLIMATE RISK
In 2022, SES began analysing our risks and opportunities related to
climate in partnership with third party consultants. We understand
that climate change presents challenges for all businesses and we
are committed to understanding and mitigating our risks. In alignment
with the TCFD framework we have developed a climate risk report
detailing our identified risks, the impact on the business and our stra-
tegic response and mitigation.
COMMITMENT TO ENVIRONMENTAL PROTECTION
In 2022, SES formalised our commitment to environmental protection
in many of our policies effecting our value chain. We drafted an
instated a formal Environmental, Health and Safety Charter as well as
enhanced the language in our supplier code of conduct to align our
expectations of environmental protection across our supply chain.
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ANTARCTICA
In 2022, SES proudly partnered with the 2041 Foundation and
explorer Robert Swan in support of an expedition to Antarctica
with the main goal of raising awareness of climate change,
evoking action for all of us and saving Antarctic for future
generations as an intact reserve for science and wildlife.
The expedition comprised a group of 150 participants from
all walks of life. The group of students, education profes-
sionals, scientists and entrepreneurs departed in March
2022 on board Ocean Victory and through SES connectiv-
ity and our partner, Speedcast, was able to provide reg-
ular updates and stream live throughout the voyage.
Leading passenger ship and fleet management com-
pany Cruise Management International provided
technical and operations solutions to Ocean Vic-
tory, utilising Speedcast for the managed con-
nectivity services onboard.
SES leveraged a C-band beam on SES-6
to provide connectivity, with speeds
reaching up to 50 Mbps. The con
-
Gez Draycott, an SES employee was aboard the expedition and
continued his activism of the mission by walking with Robert
Swan to the South Pole in December of 2022.
nectivity provided an opportunity for Robert Swan to share his mes-
sage of urgent climate action live with audiences around the globe
including schools, businesses, and family and friends of those on
board.
“This is a complete first in our history, where we are planning to be
actively communicating live from our ship, and which was made
possible thanks to SES and Speedcast. This will allow us to get our
message back to the rest of the world – on what we are doing, why
we are doing it, but also to challenge people and encourage them
act to make a difference,” said Robert Swan. “Helping
Antarctica means helping the current and future
generations, and we should jointly make
a change already now, before it is
too late.”
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DIVERSITY AND INCLUSION (D&I)
GRI 405
SES recognises that within our workforce, we need to strive for more diver-
sity & inclusion across the business. We have put in place several pro-
grammes to increase awareness around Diversity and Inclusion such as
trainings and education initiatives (we have several D&I sessions through-
out the year), a Mentorship Programme, Diversity calendar, Equality and
Inclusion working groups and we have launched an Allyship Programme
as we committed last year. Looking to tackle the diversity at the level of
our people managers and executives, starting with gender.
BUILDING A DIVERSE AND INCLUSIVE
WORKFORCE
SES is committed to increasing the number of employees from under-
represented groups and nurturing an inclusive company culture to
create a fair, innovative and supporting working environment. SES
puts diversity and equal opportunity at the centre of its employment
strategy and is a signatory of the Diversity charter in Luxembourg.
Supportive practices, such as implementing a D&I dashboard to mon-
itor their progression and our mentorship programme are systemat-
ically applied to support female talent and we are fully focused on
increasing the percentage of women within the SES workforce, both
overall and at managerial / executive levels. We believe that the meas-
ures we continue to take to support women help not only women but
lead to creating an environment in which all SESers feel included,
regardless of gender, gender identity, sexual orientation, ethnicity,
religion, etc.
Make the space industry more diverse, equitable,
and inclusive, starting with SES.
Build a more diverse, equitable, and inclusive
workforce across all levels of our business.
Increase the diversity, equity, and inclusion of
the space industry through targeted actions and
investments.
As a company dedicated to connecting more people with more con-
tent across the globe, we believe our story should reflect those of the
millions we serve. We are committed to increasing the number of
employees from underrepresented groups and nurturing an inclusive
company culture to create a fair, innovative, and supportive working
environment where people can flourish – empowering all employees,
or “SESers”, to write their stories and to contribute to the collective
success of a truly global team. It’s not about quota, it’s about forging
a future that is equitable. In SES, we have placed a greater focus on
D&I over the last two years and we are seeing a positive difference in
our organisation through engagement with our employees. Through
engagement with internal and external stakeholders, it also became
clear that more ambitious targets in this area must be set to drive
change and transparency, not only in our workforce, but also as a
leader in our industry when it comes to a more inclusive and diverse
work environment. At SES, Diversity & Inclusion is about creating an
environment where any person is welcome to work with SES regard-
less of gender, gender identity, age, background, ethnicity, ability,
stage in life, sexual orientation, etc. We recognise that, at this moment,
we are limited in measuring diversity at a global level mainly through
the gender dimension
TARGETS
SES has committed to:
Increase gender diversity of people managers by 50% in
5 years
DIVERSITY & INCLUSION
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WOMEN IN LEADERSHIP & PEOPLE MANAGERS
POSITIONS
SES understands that valued employees are more likely to be satis-
fied with their career prospects, be productive and achieve their long-
term career goals. Engaged employees lead to a reduced chance of
employee turnover for companies. To achieve high skilled workforce
and increase productivity, SES puts a special emphasis on its secur-
ing and retaining talent policies.
When it comes to retention, engagement, and development of women,
we are tracking the participation of women in key programmes and
initiatives. When it comes to promotions in 2022, 26% of promoted
employees were women (slightly lower compared to 28% in 2021 but
consistently higher when comparing the female promotion rate to
their overall representation in the SES population).
With a focus on increasing the representation of women in manage-
rial and executive roles, 15% of employees at the executive level are
women (compared to 15% in 2021 and 13% in 2020). When looking at
the people managers population, we have been observing a consist-
ent increase in the proportion of female people managers over the
last few years.
Evolution of the proportion of women amongst People Managers
30% of all employees who became people managers in 2022 are
women compared to 22% of all new people managers in 2021.
In 2022, we noticed an acceleration in voluntary turnover with a resig-
nation rate of 9% at the end of the year in line with the worldwide
“Great Resignation” phenomenon. This follows two years with resig-
nation rates at 7% in 2021 and 5% in 2020. With these unusually low
rates, higher resignation rates were expected in 2022. We also con-
tinue to observe higher resignation rates amongst women compared
to male employees. We acknowledge that this is a global trend
reported by many, such as in the 2021 McKinsey report titled “Women
in the Workplace”:
“One in three women says they have considered downshifting their
careers or leaving the workforce this year, compared to 1 in 4 who
said this a few months into the pandemic. Additionally, 4 in 10 women
have considered leaving their company or switching jobs—and high
employee turnover in recent months suggests that many of them are
following through.”
As a company, we adapt to the new way of working by creating a
hybrid model that provides more flexibility than before. We are also
in constant collaboration with our people managers to create safe
spaces and team charters that take every team member’s needs into
consideration.
DRIVING DIVERSITY
SES evaluates the diversity of the employee population from several
perspectives. We have an extremely diverse population when looking
at nationalities and a healthy age distribution in the company.
Employee Distribution by Functional Area
2022202120202019
20%
18%
17%
16%
53%
Services and Engineering
35%
Sales and Product
12%
Corporate Functions
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When focused on gender at SES, currently 25% of SES’ workforce are
women, a figure that has been stable over the last years, but SES aims
to increase this number as part of its diversity strategy. Women are
most present in the Corporate Functions (59%) but considerably less
in Services & Engineering (15% in Technology & 18% in Global Services).
DIVERSITY AND INCLUSION TRAININGS
With Diversity and Inclusion strongly embedded as one of the 4 key
pillars of SES’ ESG strategy we are supporting everyone in making
steps towards a more inclusive future for SES. This future begins with
greater awareness within the company, which is why SES strongly
encourages all employees to complete a short online Unconscious
Bias course, designed by Microsoft.
To move the needle on Diversity & Inclusion, the Unconscious Bias
training course is open to all employees and mandatory for all people
managers within the company – without exception. At the time of
publication of this report, more than 850 employees have completed
the Unconscious Bias training and, in so doing, have demonstrated
their commitment towards a more inclusive SES.
DIVERSITY AND INCLUSION EVENTS
SES has a Diversity calendar according to which we organise events
around the year. Black History Month, International Women’s Day and
Pride Month are just a few of the events we organise. What is unique
to SES is Diversity Month. In 2022, our Diversity Day live event ses-
sion was focused on Neurodiversity with speakers external to SES
and internal to SES.
We also hosted an initiative called “Pot of Colours’ organised by our
Ethnicity Equality and Inclusion Working group.
We also found it useful to run a workshop on LGBTQIA+ as well as a
workshop specific to our People Managers on Safety and Discomfort.
As of end-December 2022, SES employees from 85 nationalities
across 32 offices which is a strong indication of the company’s diverse
workforce target. The most represented nationalities are: United
States, Germany, France, Romania, Great Britain, Israel, Belgium, Lux-
embourg, The Netherlands, India and Italy.
Employee Nationalities
We have an overall healthy age distribution with an average age of 43
years old.
Age Pyramid of SES employees
#IAMREMARKABLE
Feedback from SES employees has clearly shown the value of #IamRe-
markable, the global Google initiative that strives to empower everyone,
particularly women but also other underrepresented groups, to celebrate
their achievements in the workplace and beyond. At the heart of the
#IamRemarkable initiative is a 90-minute workshop that helps partici-
pants learn the importance of self-promotion in their personal and pro-
fessional life, equipping them with tools to develop this skill set, and invite
them to challenge the social perceptions surrounding self-promotion.
This workshop has contributed to the way people approach their Perfor-
mance conversations and more people actively encourage others to
speak up more openly about their achievements.
EQUALITY AND INCLUSION WORKING GROUPS
At SES, we greatly value employee ideas and we believe that increas-
ing employee engagement and representation of the workforce are
crucial elements to drive Diversity and Inclusion and boost innovation.
Across our operations, we implement different sets of programmatic
Over 60
51 to 60
41 to 50
31 to 40
30 and below
4%
22%
30%
31%
13%
2%
Africa
52%
Europe
28%
North America
7%
Middle East
8%
APAC, India
3%
Latin America
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initiatives, from training and development programmes to a more
diverse and inclusive employment policy. For the past two years, mem-
bers of the SES E&I groups have been sharing experiences, exchang-
ing ideas and developing policy and strategic proposals for the organ-
ization to adopt real change in order to drive greater workforce
diversity.
In 2020, we launched our award-winning Equality & Inclusion working
groups. These groups, open to all employees and consisting of vol-
unteers, meet to develop proposals focused on Diversity and Inclu-
sion. The final proposals are later presented to senior management.
The E&I groups comprise one of the most important and valuable
Diversity and Inclusion initiatives for SES, with stakeholders ranging
from all internal employee groups, Senior Leadership Members,
Human Capital Team (Learning and Development, Recruitment, Tal-
ent Management, Compensation and Benefits), to Internal and Exter-
nal Communications, Brand and Marketing.
All departments are involved in the facilitation and implementation of
the proposals, aimed at enhancing impact for all employees.
Our working groups focus on the following:
•
The Gender working group focused on achieving increased
opportunities for all women or any person identifying as a woman
inside and outside SES. They developed an allyship for the gender
minority programme to implement in 2022.
• The Ethnicity working group focused on stiving for better rep-
resentation and opportunities of ethnical minorities at all levels
within and outside SES. For their 2021 proposal, they tackled miti-
gating bias in recruitment and in 2022 are challenging the organi-
zation to implement KPIs, apply blind screening and carry out inter-
viewer surveys.
•
The “general” working group has flexibility to tackle other topics
and can choose a focus area. In 2021 the group focused on creat-
ing an inclusive LGBTQIA+ culture within SES.
Filled Positions by Region
In addition to the 2021 achievements, in 2022, we launched 3 new
impactful initiatives:
• The Gender group has launched an Allyship programme for all.
• The general group launched a network within SES called “Defini-
tions Not Applicable” (DNA) to create a safe space for people that
belong in the community as well as Allies to discuss current topics
and areas of improvement.
• The Ethnicity group has launched the initiative “Pot of Colours”
where we discuss cultural history through food.
2023 FOCUS: FEMALES IN LEADERSHIP
In 2023 SES will have a stronger focus on Women in Leadership. Fol-
lowing the targets, we set in 2022, we aim to create a programme for
Females in Leadership and to make sure we enable them to exist in
the pipeline. We are looking to utilise our Allyship programme and
measure more systematically the progress we are making in
1. Females in People Management positions; and
2. Females in Executive positions.
In 2023 we are introducing a new commitment from our Senior Lead-
ership team which is a target of 24% females by 2026 in People Man-
ager positions connected to their annual compensation.
TALENT ACQUISITION
Diversity by the numbers
In 2022 we hired 367 people (2021: 255) of which 67% in Europe (2021:
62%) and 22% in North America (2021: 30%).
More than one third of all 2022 external recruits are women, compared
to 25% in 2021.
Our Talent Acquisition team focused on Diversity and Inclusion dur-
ing career and job fairs. SES joins events such as Jobinars for Top
Women Tech to attract more women from STEM. Additionally, we
attended the Aerospace Diversity Day (DELFT), all to attract more
females and showcase our commitment to D&I.
INDUSTRY COLLABORATION COMMITMENTS
Industry collaboration on enhanced Diversity and Inclusion policies
are keys to achieve more representative, inclusive, and dynamic
workforces. More diverse and inclusive industries not only push
underperforming companies to take more ambitious steps on their
policies but also create collective action platforms to better align
intra-industry targets to achieve enhanced Diversity and Inclusion.
SES spearheads their policies in the space and telecommunication
industries through its industry collaboration commitments and works
for collective impact.
WOMEN IN AEROSPACE
Women in Aerospace (WIA) is an international organisation founded
in 1985 dedicated to increasing the leadership capabilities and visi-
bility of women in the aerospace and STEM community. WIA acknowl-
edges and promotes innovative individuals who strive to advance the
9
24
2
6
79
247
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aerospace industry. SES is a corporate member and sponsor of WIA
Europe, and 2 employees currently run the Luxembourg local group.
SES’s participation in the WIA is to create a community in Luxembourg
for Women within the aerospace/STEM sector through regular meet-
ings (fun networking sessions, webinars, feedback sessions). SES aims
to enable women in the aerospace industry to have their voices heard
and have a strong network of women in STEM.
In 2022, SES will develop a plan to build on our STEM and
ICT outreach to expand our impact on students from
underrepresented groups
STEM EDUCATION INITIATIVES
To secure best in class employees and to sustain innovative capabil-
ities, SES believes that it must inspire the new generation towards
Science, Technology, Engineering and Mathematics (STEM). There-
fore, we engage in global activities in this field also using it as oppor-
tunity to support and increase diversity. In 2022, we have developed
a plan to focus our efforts in STEM and ICT initiatives to support
women in our field and across the industry. Some of the initiatives we
have pursued this year include:
Space & Satellite Professionals International (SSPI)
We collaborate with SSPI including one female employee on the
board actively participating in events and projects to increase
women across the industry. In 2022, SES had a female employee
included in the “20 under 35” leaders cohort honouring young pro-
fessionals contributing to the industry and representing the best of
what is to come.
Scholarships
Launched in 2018, The SES Space Scholarship offers a unique oppor-
tunity for 17–18-year-old students who have completed their General
Certificate of Secondary Education (GCSEs) and are interested in the
space industry and astronomy to be involved in a wide range of career
opportunities in the space industry. SES encourages people from all
background to apply and particularly welcomes applications from
underrepresented groups.
International Space University
SES is a proud partner of the International Space University (ISU) in
developing future leaders of the world space community. We work
with the University in developing talent through guest lectures or
workshops from SES subject matter experts, professional visits,
internship opportunities and even scholarships to cover partial or full
tuition fees. We awarded scholarships in 2022, to two female engi-
neers for more than 70% of the total masters fees for each student.
We are tremendously proud to be able to create possibilities for more
accessible space industry education and help young talents achieve
their dreams.
Luxembourg Science Centre
In 2022, we have committed to partnering with the Luxembourg Sci-
ence Centre to provide educational content, workshops, visits, and
tours with a focus on encouraging access to STEM and the space
industry.
Brooke Owens Fellowship Programme
The Brooke Owens Fellowship is designed to serve both as an inspi-
ration and as a career boost to capable young women and other gen-
der minorities who, like Brooke, aspire to explore our sky and stars, to
shake up the aerospace industry, and to help their fellow people here
on planet Earth. This is completed by matching up to forty students
per year with purpose-driven, paid internships at leading aerospace
companies and organisations and with senior and executive level
mentors. SES encourages having a platform for women in STEM to
share their ideas, discuss issues and eventually implement change
within the industry and promote women in STEM for the future gen-
erations. In August 2022, SES was selected to be a Host Organization
for Summer 2023. We have been matched with an international stu-
dent studying Aeronautics at Purdue University.
America On Tech
America on Tech (AOT) is an award-winning, early pipeline tech tal-
ent accelerator on a mission to decrease the racial wealth gap by cre-
ating pathways for underestimated students to thrive in technology
and innovation. AOT is committed to creating employment pathways
by developing, mentoring and providing support to young people of
color between the ages of 16-24. 85% of AOT students identify as
African American and/or Latinx and 56% identify as women or gender
non-confirming. For Summer 2023, SES has agreed to sponsor two
interns from AOT in addition to sponsoring the 2023 Innovators and
Disruptors Awards. Lastly, SES will allocate two guest speakers to
deliver relevant content regarding satellite telecommunications.
Florida International University
We are building relationships with targeted schools who prioritise
diversity and inclusion in their values. Last year we worked with Flor-
ida International University (FIU) due to their proximity to our Mira-
mar office. FIU is the #1 university in graduating women in Computer
Science and the #1 university in graduating minorities within the state
SES ANNUAL REPORT 202238
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
of Florida. SES was lucky to place two interns in Miramar to support
Maritime Analytics and will continue to develop this relationship in
years to come. The interns both come from first generation LatinX
families which was great visibility for SES and FIU.
ESERO
ESA (European Space Agency) is taking action against the negative
trend of STEM (Science, Technology, Engineering, and Mathematics)
studies and careers through the ESERO (European Space Education
Resource Office) project, which is addressing primary and secondary
education in Europe. ESERO uses space as a theme of inspiration, an
opportunity to enhance pupils’ literacy and competence in STEM-re-
lated subjects, which makes the space sector less distant and perhaps
more attractive. ESERO is already established in some ESA member
states and is supported by local experts in partnership with national
education institutions.
In 2022, SES signed an innovative partnership with the LSC (Luxem-
bourg Science Center), the host of ESERO Luxembourg. This part-
nership dovetails with the company’s ESG goals, aiming at making the
space industry more diverse and inclusive by supporting activities
that promote STEM, highlighting the opportunities in satellite and
terrestrial telecommunication networks, raising awareness of STEM
studies and careers, and driving talent towards such industries. In the
context of ESERO Luxembourg, SESers were involved in the “Space
goes to School” programme and the “ISS – In-flight Call” event organ-
ised by the LSC.
Concerning “Space goes to School”, the programme ran between April
and July 2022 and 5 SES employees volunteered and contributed to
its success. Space experts from the Betzdorf office visited 14 schools
all over Luxembourg, reaching more than 400 students aged 10 to 17.
The SES team delivered 16 sessions of space activities around satel-
lites, the solar system, space sustainability, Earth observation,
space-related professions, space-inspired arts, and many more in 3
different languages! The topics discussed sparked the interest of the
youngsters, who showed high levels of engagement.
Additionally, SES supported the “ISS – In-flight Call” event, which took
place in June 2022, within the framework of the “Marvel of Micrograv-
ity” series, co-organised by ESERO Luxembourg, Italy, and Portugal.
During this event, a crowd of 150 people, mainly consisting of pupils,
teachers, and university students, attended presentations by local
experts and had the unique chance to participate in a video call with
the Italian ESA astronaut, Samantha Cristoforetti, right from the ISS
(International Space Station), see her performing live experiments in
microgravity conditions and ask her questions. SES participated in
the event with an interactive presentation entitled “Satellites at peo-
ple’s service”, delivered by a colleague from the Betzdorf office and
in total, 7 colleagues were present and represented the company.
The involvement of SES in ESERO Luxembourg for 2023 is already
confirmed and SESers cannot wait to bring more space to the Lux-
embourgish schools!
ENGINEERING TRAINEE DAYS
Engineering Trainee Days project aims to promote engineering and
scientific professions to secondary students, age 16+ years, by offer-
ing them valuable insights into the daily work environment of a STEM
professional. This experience differs from a simple company visit, as
the students follow and assist engineers and scientists in their daily
tasks and duties for two days. This allows students to gain an under-
standing of professional, linguistic, and interpersonal industry require-
ments. This project is an initiative of the Association of Engineers,
Architects, Scientists Industrials Luxembourg (da Vinci) and Jonk
Entrepreneuren Luxembourg with the support of the Ministry of Edu-
cation.
By 2025, We aim to develop and implement a supplier and
customer sustainability rating and diversity programme
to empower a diverse pool of sustainable suppliers.
The first step in our supplier sustainability programme was to increase
visibility into our supply chain so that we can focus on the suppliers
and areas where we are at the highest risk. To accomplish that we
have contracted a third party supply chain ESG assessment tool to
better understand the risks in our supply chain and identify the areas
where we need to focus and engage our suppliers.
We have additionally updated supplier facing policies. Both our Gen-
eral Terms and Conditions of our supplier contracts and well as our
Supplier Code of Conduct now reflect our ESG values and align with
our ambition to drive a diverse pool of sustainable suppliers. Through
the supply chain sustainability programme we will be building addi-
tional outreach measures to ensure compliance of our supply chain
to these critical issues.
SES ANNUAL REPORT 202239
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
CRITICAL HUMAN NEEDS
Reliable, high-speed connectivity and access to content is key to
harness the potential of digitisation, to boost countries’ economies,
and to present opportunities for people. SES’ superpower is reach
bring access to information and learning, improving digital inclusion
through reliable and flexible bandwidth anywhere on earth. SES
progresses its initiatives across geographical barriers, brings infra-
structure to fragile economies and isolated communities, and aids
humanitarian efforts in disaster-hit areas. Each country has unique
challenges and opportunities around the move towards digital and
SES is at the forefront of this transformation.
TARGETS
Conduct stakeholder outreach to understand the areas
where SES’ products and services can advance the sus-
tainable development goals.
SES strives to drive positive impact in all that we do, and this includes
the products and services that we provide to the world. As part of
the critical human needs pillar, we not only wanted to measure social
outcomes aligned with where we contributed to the Sustainable
Development Goals but we wanted to measure and set targets for
indicators where our business can contribute meaningfully doing what
we do best. During 2022, we spoke with stakeholders from the NGO
community, civil society, customers, partners, and employees to help
us understand where our efforts should be focused on critical human
needs. We have focused on
•
Drive SES connectivity in developing nations and measure the
number of connected sites year over year in alignment with SDG 9
target 9.c
•
Continue to support communities in crisis with mission critical
disaster response and critical infrastructure capabilities. Assist
communities with training and development for a more resilient
response capability.
ADDRESSING THE DIGITAL DIVIDE
Access to broadband services is a well-known indicator of a thriving
community as it provides for critical human needs of a population
including emergency aide, health, financial and educational access.
SES works alongside governments, telecommunications providers,
and non-governmental organisations in communities around the
globe to close the digital divide and build out infrastructure to connect
the unconnected. This is a core part of our fixed networks and
government business units and provides maximum impact in our
product and services portfolio. As part of our service portfolio, we
offer a Managed backhaul solution to our customers, providing
satellite capacity for mobile base stations to connect additional
subscribers in remote and isolated places. We work closely with our
telecommunications customers to expand their networks to expand
connectivity to more people and close the digital divide. In 2023,
we will start to measure how many sites we are bringing online in
developing countries.
COOK ISLANDS
Customers of Vodafone Cook Islands will be able to experience 4G+
networks and high-performance internet connectivity across the
outer islands with the use of the O3b mPower service enhancing ser-
vices that increase access to online services in health, education,
banking, and commerce for the residents.
PAPAU NEW GUINEA
With over 86% of its population residing in rural areas, much of Papau
New Guinea is underserved when it comes to connectivity. In 2022,
SES expanded services in the country by partnering with a new
provider of mobile broadband services.
Empower communities to thrive with services that
help meet critical needs, save lives, & create inclusive
and equitable opportunities.
Direct our innovation & partnerships to expand access
to educational, health, & informational services.
Expand reliable access to content & connectivity in
remote & isolated places by leading partnerships in
our industry and beyond.
CRITICAL HUMAN NEEDS
SES ANNUAL REPORT 202240
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
BRAZIL’S AMAZON REGION
Utlising SES’s O3b mPower network to extend mobile backhaul
services to Claro Brasil through Embratel, SES will be serving more
than 260,000 inhabitants of 8 cities in the Amazon region with con-
nectivity services in the most isolated villages and cities in the region.
ANDEAN REGION
SES partners with Andesat in the Andean region to provide connec-
tivity via the SES-14 satellite. In 2022, the service will boost voice and
broadband connectivity access to 280 sites by the end of 2022.
PHILIPPINES EDUCATION CONTENT
SES is working with ComClark Network and Technology Corporation
to empower thousands of Philippine educators with high-speed
connectivity to deliver content to 2,000 remote schools across the
country. The content is delivered via SES’s SES-9 satellite.
INNOVATING FOR HUMANITARIAN RESPONSE
Conflicts, natural disasters, and the climate change impacts are
increasingly highlighting the importance of critical infrastructure to
community resilience. SES has been at the forefront of disaster
response and supporting countries around the world with connec-
tivity, preparedness and support.
EMERGENCY.LU UPDATE
There are two vital requirements in emergency situations: response
time to cover the communications needs in the immediate aftermath
of a disaster, and control or management capability allowing quick
and efficient sharing of information about the situation on site.
The emergency.lu platform was designed to quickly re-establish
communications in remote areas isolated by natural disasters or other
emergency situations. The platform is based on a public-private
partnership between Luxembourg’s Ministry of Foreign Affairs, SES,
HITEC Luxembourg and the Luxembourg Air Ambulance, and is
supported by a number of operational and technical partners. The
emergency.lu platform is based on a global hub infrastructure and
satellite capacity, both provided by SES.
In 2021, emergency.lu project was renewed with SES for a period of
6 years. SES has moved the programme to a flexible service catalogue
approach, offering additional services and enhancements as options
for deployments and to better serve the needs of the customers on
the ground. Changes to satellite capacity, equipment, networking
options and enhanced options for services to affected communities
has been developed or implemented. SES Supporting disaster and
humanitarian crisis situations remains a top priority of our ESG
strategy.
First deployed in 2012 in South Sudan, the has since then been
deployed in more than 26 different countries around the world. In
2022, emergency.lu was supporting the humanitarian response in
Ukraine. Operations in Tonga that were deployed in 2021 were
extended, following the volcanic eruption that disrupted undersea
fiber links. Additional longer-term deployments continuing in Niger,
Nigeria, Venezuela, Syria, Chad and Central African Republic in
support of WFP, UNHCR and UNICEF.
SATMED
SES has been operating the Luxembourg Government’s satellite-
enabled SATMED e-health platform, working in close partnership with
non-governmental organisations and governments alike. The solution
enables real-time situational assessment and data exchange for
healthcare professional sin locations like Bangladesh, Sierra Leone,
and others. The SATMED platform was consolidated onto the Azure
hosting environment to offer a seamless cloud-based system.
NETHOPE AND INTERNET SOCIETY PARTNERSHIP
FOR DISASTER PREPAREDNESS
SES has partnered with Nethope and the Internet Society to train first
responders in the most disaster-prone countries in an effort to build
local knowledge to respond to the next disaster. In 2022, SES provided
satellite training to 100 responders in Ghana with representatives
from local responding agencies, industry, and local government. In
2023, we will continue with trainings in Guatemala and the Philippines.
TAIWAN DISASTER RECOVERY
Supporting the rapid restoration of cloud services in a disaster sce-
nario, SES is supporting Microsoft and Pegatron to create a private
5G network hosted on the Azure Stack Edge Compute platform. The
platform is deployed on a mobile truck alongside networking func-
tions such as routers and GPS devices as well as an SES O3b MEO
terminal to provide the Taiwanese government with “on the pause”
services during a disruption of terrestrial connectivity.
HURRICANE IAN
SES Government division rapidly deployed MEO satellite services and
terminals to restore broadband connectivity for local communities
and first responders in Lee County, Florida who were impacted by
Hurricane Ian in partnership with AWS Disaster Response and Sim-
baCom. The services provided connectivity for the Florida Depart-
ment of Financial services who was processing insurance claims; Dis-
tribution centers supporting family services and the Fuel relief fund,
a distribution site providing fuel for first responders and evacuees
across Lee County.
SES ANNUAL REPORT 202241
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
OPERATING OUR BUSINESS
Along with setting a clear strategy and targets related to ESG for our
business, we also know that the foundation of our business needs to
be set on strong operating procedures and business ethics. Attention
to our customer feedback, employee matters, social matters, IT secu-
rity process, Human rights considerations and Anti-bribery and cor-
ruption are all additional areas where SES considers our impact.
Our commitment to excellence as a company has earned us recogni-
tion as a leader.
Notably, in 2022, the SES ESG team was recognised by IMS Luxem-
bourg with the Sustainability Team award for the stakeholder approach
we took in the development of our ESG strategy.
CUSTOMER CENTRICITY
SES’ mission is to do the extraordinary in space to deliver amazing
experiences everywhere on earth. Delivering such experiences
requires focusing on customer engagement, on the people SES
impacts as a top priority on its business agenda. To make sure SES
understands its customers’ goals and needs, the company runs a cus-
tomer experience programme capturing the ‘voice of the customer’
through its Net Promoter System and annual Perception Study. The
Net Promoter System is a quantitative study measuring Customer
Satisfaction (CSAT), Customer Effort (CES) and Customer Loyalty
(NPS). The results of the NPS are coupled to the Perception study’s
qualitative insights to create a granular picture for the organisation
to understand how and what to improve to better serve its customers.
A companywide Customer Advisory Board has been launched in 2022
with the purpose of bringing SES’ most strategic customers together
to discuss the future of our industry, collect first hand feedback on
the relevance of SES’ strategy to its customers and establish a net-
work of thought leaders.
Our 2022 Net Promoter Score (measured on a scale of -100 to +100)
was +39, representing an improvement from +34 in 2021.
Net Promoter Score 2022
Among the areas of improvement and focus for 2023 is the customer
journey and improving the way we execute on the delivery of our services.
EMPLOYEE MATTERS
We are passionate about employee experience and employee success.
We aim to treat employees as we want them to treat our customers;
empower them to take ownership of their careers; and create a
community where it is fun to work.
We strive to be future proof, powered by a strong, healthy culture.
This depends on learning and teaching, a diverse workplace where
everyone feels included and having a growth mindset.
We drive business success within SES by anticipating and meeting
the needs of the business through world-class human capital
practices.
ATTRACTIVE AND FAIR COMPENSATION AND
BENEFITS
Our compensation philosophy aims to stay ahead of the market and
to contribute to the company’s organisational goal to attract, develop
and retain talent and to treat all employees in a fair and equitable
manner.
Key Principles
We benchmark our total compensation against local practices of other
global organisations with the ICT industry as a reference point.
Our total rewards include annual base pay, bonus linked to individual,
departmental and group financial targets, benefits aligned with local
practices as well as long-term incentives to position the Company as
a global employer of choice.
Being fair and consistent is at the heart of all our compensation &
benefits related decisions, whether it is on job grading, salary
39
-100 100
SES ANNUAL REPORT 202242
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
increases, promotions or benefits. We undergo a global gender pay
gap analysis on an annual basis.
Our Employee Rewards & Recognition Programme celebrates achieve-
ments through either:
•
CEO Award – recognition on a company level for special efforts
related to key projects.
•
Management spot awards – monetary bonuses as recognition for
great work.
• Peer recognition through “Thank You letters” and “Dinner on us”
Modern working conditions
Working conditions are being increasingly influenced by working
hours, workplaces, the work environment, the level of employee
empowerment and a state-of-the-art, growth driven management
culture.
The length of our employees’ workweek is generally regulated by the
company or by a collective bargaining agreement.
Today’s living and working conditions require working times to be
flexibly organised in accordance with individual needs. We help
employees reconcile their professional and personal responsibilities
and boost their flexibility and self-determination by giving them the
opportunity for mobile working. With COVID-19 forcing most of us to
work from home, we adapted conditions and flexible working to
accommodate the safety and needs of our employees. We success-
fully deployed IT solutions to accommodate the increased work from
home demand and gave regular updates to our employee offices on
the local COVID-19 situation and company regulations.
Further options for flexible working today include job sharing, part-
time work, phased return from leave and reduction in work time.
HEALTH AND SAFETY
GRI 403
SES commits its support to its employees’ well-being and safety in
and outside of the workplace. SES ensures health and safety through
risk identification, assessment, and monitoring; health and safety
trainings; on-site and off-site regulation and supervision; and health
and well-being initiatives. Since 2021, SES instituted a role dedicated
to ensuring a fully coordinated and structured approach across the
organisation. The Global Health and Safety officer is responsible for
devising a global Occupational Health and Safety strategy based on
international standards and for managing its consistent implementa-
tion worldwide.
The company complies with the ISO45001 principles. This is reflected
in a Global Occupational Health and Safety Policy (integrated with
ESG principles), covering all aspects of SES’ business and showing
the SES Leadership Team commitment towards health and safety for
all interested parties involved in its activities.
Regulatory watch and legal compliance are monitored and defined
based on the different sites. All personnel working at SES is covered
by this framework. SES proudly reports that the company did not
report any major work-related injury or ill-health thanks to its com-
prehensive and preventive health and safety policies.
In 2022 SES has continued to develop his health and safety system
focusing on employees’ competences and trainings. These were iden-
tified as outcome of the different risk assessments based on the local
regulations of its sites.
SES ANNUAL REPORT 202243
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
TRAINING AND EDUCATION
GRI 404
We are convinced that work can and should provide a great opportu-
nity to learn and grow, as well as to contribute to our societies at large.
SES offers relevant training and development to all its employees and
aims to provide learning that is easily accessible as a natural part of
an employee’s job. The mission of the Learning & Engagement func-
tion in any organisation could be described as ensuring the availabil-
ity of relevant learning solutions to all its members. Our vision for
Learning & Engagment goes much further and is currently defined as
follows: to create an environment where fully remote state-of-the-art
learning is easily accessible to all employees, where learning anytime/
anywhere is a natural part of everyone’s job, and where developing
skills is recognized as a shared responsibility. Our employee popula-
tion is spread out across over 25 locations globally, translating into
having either an e-learning solution or a remote-delivery videocon-
ference version available as an alternative to any training offered in
a classroom. This allowed us to create more of a level-playing field
between employees located in the major offices and those in smaller
locations. The Covid shutdowns accelerated these efforts and quickly
moved our complete active training offering to remote delivery for-
mats, which has continued into 2022.
With people returning to the office more regularly in 2022 we are
beginning to see a “new normal” that allowed us to offer on-site and
in-person learning events again, in addition to the existing online and
live remote learning offerings. Our Leadership Development Pro-
gramme is just one of many examples where it has been important to
be able to bring participants together in 2022 for multi-day in-person
events. Going forward we expect the mix of different learning formats
(e.g. live in-person, live remote, online self-study) to be more widely
accepted. This allows us to create a learning environment that is effi-
cient and robust in times of change and disruption, thus helping to
maintain a sense of community and belonging for employees even in
case of future lockdowns.
2022 Total training by the numbers
Our priorities in Learning & Engagement for 2022 included:
• Promote 4 Essential Roles of Leadership as the official SES lead-
ership model: equip and encourage leaders at all levels of the organ-
isation to build trust, create a vision for their team, support their
team in getting things done, and coach and develop individuals
• Promote Wellbeing: sessions on wellbeing, promote relevant tools
such as Unmind and WellBeats
•
Company-wide push on Code of Conduct and other compliance
trainings: improve the way these trainings are assigned and tracked,
send systematic reminders, clarify roles and responsibilities, link to
annual review
• Redesign Leadership Development Programme: redesign the high
potential programme as an integrated “series of experiences”, com-
bining live online / offline / in-person learning
• Support Strategic Initiatives: create / roll-out relevant learning in
areas linked to company mission
•
Organize tailored learning for teams on demand: topic-based or
pure teambuilding, sponsored by people managers
•
Provide weekly 90-minute Live Remote Learning sessions: offering
relevant topics based on employee needs, internal delivery, “come
as you are”
Specifically related to ESG topics, for 2022 there are three key areas
to highlight within Learning & Engagement The first is our continuing
commitment to work with leaders at all levels to ensure employees
throughout SES feel that they are valued members of a winning team,
doing meaningful work in an environment of trust. This impacts many
aspects of our learning activities, from the welcoming sessions (Induc-
tion Days) we organise for all new hires to the way we train, evaluate
and promote managers and leaders. The second area is the extensive
redesign of the way compliance trainings, such as Code of Conduct
or Anti-Harassment, are assigned, delivered and tracked. Our Learn-
ing Management System has been upgraded to simplify and stream-
line the process (see details below in the section on compliance train-
ing). The third area is employee wellbeing, where 2022 has seen a
broader adaptation of two online tools: Unmind to support employee
mental health and Wellbeats as a fitness training App for all employ-
ees. In addition, activities and initiatives related to employee well-
being have been organized at a local level, especially in the US.
SES had designed an SDG-ESG training workshop in 2022, SES imple-
mented and trained employees on the UN SDGs and ESG principles
with a targeted and focused training developed in-house to increase
employee awareness regarding UN SDGs and ESG principles. The
29,819
Total
participation
14
Trainings
per person
28
Hours
per person
57,999
Total
Hours
SES ANNUAL REPORT 202244
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
workshop explains why and how SES is incorporating ESG in the
organisation with the aim to increase employee engagement in this
area. These sessions were held on a bi-weekly basis during the first
half of 2022. In total, more than 140 employees participated in the
training and around 50 received a certification.
Traditionally, trainings at SES are managed through a Learning Man-
agement System (LMS) which enables employees to search and sign
up for relevant courses, and to complete all hosted e-learnings. The
LMS also serves for tracking attendance and maintaining training
records. Over the past few years and especially since March 2020,
SES has used a number of new formats for delivering learning expe-
riences to employees in an easily accessible way, including some that
do not allow easy integration with our LMS (e.g. videoconference ses-
sions in TEAMS and company-wide videoconferences on our internal
platform). The result of our decision to favor ease-of-access over
detailed reporting capability has been that a large part of the learn-
ing now happens outside the LMS, and while we are able to track and
trace the participant numbers as well as the learning hours, this puts
a limit on our ability to produce a full detailed report on the learning
activities for different employee categories. The following numbers
therefore only capture the part of the learning tracked in the LMS.
Additionally, these numbers reflect only internal employees, and
exclude any employee who left SES in 2022.
Breakdown of learning activity by gender and age groups
(Disclosure 404-1 Average hours of training per year per employee
category)
Learning activity by Gender
By
Hours
By
Participations
% of employee
population
Women 28% 25% 25%
Male 72% 75% 75%
According to the data we have, participation in trainings is perfectly
in line with the gender composition of our workforce. In terms of train-
ing hours, women are slightly ahead of men.
Learning activity by Age groups
By
Hours
By
Participations
% of employee
population
Under 30 15% 15% 12%
30–50 64% 64% 62%
Over 50 21% 21% 26%
According to the data we have, the percentage distribution across
the three age groups by hours is identical to that by participations.
The under 30 group consumes slightly more on average, the over 50
a bit less, compared to their % of the employee population.
Functional and technical training
(GRI Disclosure 404-2 Programmes for upgrading employee skills and
transition)
Learning activities regarding employee skills at SES can be triggered
either top-down (launched by management) or bottom-up (requested
or initiated by the employee). Our key principles for managing these
efforts and allocating the budget are as follows:
•
Everyone in the company has access to the SES&Me Learning page,
as we are running L&E as a shared service.
• Everyone in the company can in principle sign up for course in the
SES learning calendar – classroom, remote, internal e-learning, or
MOOC (external e-learnings).
•
Everything in the Learning calendar is paid for from the central L&E
budget, no back-charging is done to the participants department
or cost center.
• Any manager can assign any training in the catalogue to someone
in their team via the SES&Me Learning page.
• Before attending external trainings, employees submit an “external
request” in the SES&Me Learning page, approval is required from
line manager and from L&E to allocate the budget.
• External trainings and events organized for a specific department
or team are charged to that area’s functional training budget.
• Tuition assistance for graduate or post-graduate studies is availa-
ble under certain conditions, but NOT a pre-approved entitlement.
MAJOR REDESIGN OF COMPLIANCE TRAINING
PROCESS IN 2022
All-SES employees are required to complete four mandatory trainings:
General Data Protection Regulation (GDPR), Code of Conduct, Har-
assment Prevention, IT Security Awareness Foundations. There are
four additional mandatory trainings assigned based on an employee’s
department/function: Sanctions, Anti-Bribery, and Export Compliance,
and Antritrust. Because of the relevance of these topics for ESG, we
are providing a brief description of each of them below.
Major improvements in this area in 2022 include:
1. Automatic email reminders on overdue mandatory training
2.
Compliance matrix to better align mandatory training with
employee responsibilities
3. Automatic assignment of compliance training based on compli-
ance matrix
4.
Email notice to People Managers reminding them of their respon-
sibilities re direct reports taking training
5.
Mandatory performance objective (managers and employees) to
complete training by the end of the year
6.
Automatic on-boarding for external contractors into Learning
Management System
7.
PowerBI reporting on completion status of all compliance training
These changes resulted in high compliance training completion num-
bers for the employees in scope. While each course has a different
completion rate, on average over 85% of the employee population is
trained on all the courses with the highest completion rate for IT
Security Awareness and GDPR at over 90% completion.
SES ANNUAL REPORT 202245
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
GDPR
In light of the General Data Protection Regulation (GDPR) across
Europe, all SES employees are required to take an internal GDPR
e-learning course to ensure colleagues are aware of, and compliant
with, this important new data protection legislation.
CODE OF CONDUCT
The Code of Conduct e-learning is designed to create a thorough
understanding of the key principles of our Code and also outline the
process for reporting and potential violation of it. Adherence to our
Code of Conduct and Ethics is vital for preserving the good reputa-
tion of our company, which is one of SES’s most valuable assets. A
major effort has been made to “translate” the code into language that
resonates with our employees.
HARASSMENT PREVENTION
Our organisation’s commitment to Diversity & Inclusion means that
every employee must understand the policies, procedures, and guide-
lines as outlined in the Fair Employment Practices of the SES Code
of Conduct. To deliver on this, The Harassment Prevention e-Learn-
ing course is mandatory.
IT SECURITY AWARENESS FOUNDATIONS
For the effective protection of the company and its assets, it is imper-
ative that all SES employees are aware of existing IT Security Aware-
ness risks and threats, allowing them to sustain the highest level of
vigilance at all times.
SANCTIONS
SES complies with all applicable sanction regulations. The SES Legal
Department maintains an internal chart of sanctioned countries and
employees need to be familiar with the relevant sanctions for every
country, reaching out for advice from the Legal Department before
engaging in any business that touches a sanctioned country, entity
or person. In order to familiarise the employees with these respective
rules, the Sanctions e-learning are mandatory for all SES employees.
ANTI-BRIBERY
To ensure that all SES employees comply with anti-bribery laws, it is
mandatory for all employees to complete the Anti-Bribery e-learning.
EXPORT COMPLIANCE
Employees at SES must be able to recognise when they are dealing
with hardware, software, technology/technical data or services sub-
ject to export controls. Understanding what obligations they have
when receiving, storing or transferring export-controlled hardware,
software or technology/technical data is mandatory for all employees
and covered in the Export Compliance training.
ANTITRUST
SES employees must be familiar with the anti-trust/competition laws
that apply to SES’s business and the policies and procedures SES has
implemented to help all employees comply. Employees learn to iden-
tify red flags to look out for in interactions with competitors, vendors
and customers and the steps they should take to avoid violating the
law in this training.
PERFORMANCE MANAGEMENT
GRI DISCLOSURE 404-3
SES uses an Annual Performance Review (APR) process to manage
and support employee performance, enabling managers to make more
accurate decisions on promotion, succession, compensation, and
employee evaluation. SES aims to drive employee development and
engagement, align employee’s work with business objectives and hold
employees accountable through continuous monitoring and feedback
loops. Upon employee performance evaluation, SES sets critical areas
of improvement and structures its learning and development initia-
tives accordingly, targeting both hard skills that are required by ICT
and space and telecommunications industries as well as soft skills
that enhance employee personal development.
SOCIAL MATTERS
GIVING BACK TO OUR COMMUNITIES
GRI 413
SES know that “making a difference” includes not only the work our
company does through our products and services but also includes
all the ways the company and our employees give back to our com-
munities. From fundraising through the Global Giving Initiative to
increasing employee engagement through the Giving Back Days, SES
ensures that local community engagement and giving are embedded
in its company culture.
SES provides multiple routes for giving, some of which are corporate
led initiatives and others are led and organised by our employees.
SES ANNUAL REPORT 202246
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
CORPORATE LED INITIATIVES
Ukraine
The crisis in Ukraine touched SES in many ways. While our products
delivered key content and connectivity to the country, we also felt
effects of our employee base who worked there and wanted to give
back to help. SES contributed to keeping Ukraine Connected through
the Global NOG Alliance and donated 100,000 Euro to support the
procurement of key hardware for providers in the country.
Global Giving
SES helps local communities by leveraging its Global community
of giving. SES’ individual offices can nominate organisations or
community opportunities that the entire SES population can support
through fundraising. The aim is to mobilise the SES community to give
donations or time for a local charity rather than to define projects for
giving “in kind” or other corporate initiatives. SES choses the target
organisation based on feasibility, overall impact, geographical
dispersion, and levels of involvement offered (donations, volunteer-
ing, fundraising, skills based virtual event, etc).
Charitable Impact Gamers INC,
SES Partnered with Charitable Impact Gamers, a nonprofit associa-
tion that sponsors fundraising in support of their local community
through gaming sessions streaming. This year they collected funds
to support the Veteran Outreach Center (VOC). Our employees had
the chance not only to assist the streaming sessions and donate
but also to participate in a live session together with the volunteers
of the association.
Earth Day
Through the entirety of Earth Month, we invited our colleagues to
participate in 100 sustainable challenges ranging from household
management to work habits, from supporting local charities to pro-
moting environmental projects. The participants who earned the
most points were invited to join our ESG Champion programme.
Movember
During the month of November, we encouraged our colleagues not
only to raise funds for the cause of men’s mental and physical health,
but to do so through a variety of sports, leisure and discussion activ-
ities with colleagues.
Employee Matching
SES matches every donation of its employees on dollar-for-dollar
basis (up to €1,000 per employee per year) and for the charities
approved in the beginning of each year.
SOCIAL FUND
The Social Fund is intended to provide financial support to staff mem-
bers and direct members of their families in case of unexpected social
emergency situations, for which staff members or members of their
families cannot be held responsible, which result in incommensurate
financial costs not covered by social security or third-party coverage,
and which lead to an unstable work or family situation. The purpose
of the Social Fund is to provide a financial security net. SES has pro-
vided an initial contribution of €50,000 to the fund in 2021.
EMPLOYEE LED INITIATIVES
Giving Back Days
SES grants its employees two days per year paid leave to ‘give back’
to a cause that is important to them. Around 200 employees took
advantage of at least one of the two giving back days made available
by the company to enable them to participate in activities with a pos-
itive social or environmental impact. The spirit of this initiative has
been embraced by our employees to such an extent that they use
these opportunities as team building activities such as clean-up, vol-
unteering for animal shelters and helping organising local donation
center warehouses. We also gave the most support possible to the
activities carried out individually by our employees, encouraging their
promotion in our internal communication channels. These initiatives
ranged from solidarity rides in support of medical-scientific research
to expeditions in support of local communities in remote areas of
developing countries. Our approach was to support these projects as
financially as possible, to promote internal outreach, and to encour-
age all employees to get involved in those projects that were close to
their colleagues’ hearts.
SHARITY
SHARITY is an employee led charity designed to support small scale
local development projects globally, (examples include but not lim-
ited to funding a local village school or medical centre). Employees
fund projects by donations and SES matches up to $1,000 per pro-
SES ANNUAL REPORT 202247
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OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
ject. SES chooses the projects to support based on projects’ ties to
SES employees or locations in which SES has offices; charities favour-
ing education & health, protection of children, protection of minori-
ties, women’s rights; environmental and sustainable development
causes; strict political and religious independence; traceability of the
donated funds; geographical diversity (local and global); and mini-
mum management fees of the elected charities and projects. During
2022 Sharity supported a project in Ukraine and Zambia. The first
donation collection we launched in March 2022 supported Ukranian
refugees while the second, in December, was aimed to support edu-
cational projects in Zambia. We collected a total of 3,382 EUR that
were matched by SES.
ETHICS
Integrity, compliance, and legal responsibility are the cornerstones of
our sustainable governance and serve as the basis for all our actions.
Our governance objectives and their management are part of our cor-
porate governance system and are represented in the targets and
remuneration of our Directors and Executives. SES is committed to
conducting its business in compliance with all applicable laws and
regulations observing the highest standards of business ethics.
CODE OF CONDUCT
GRI 103-204
We define compliance as trust-based, reliable, and sustainable
corporate governance derived from ethical values. The Board of Direc-
tors is responsible for compliance with the law and the company’s
policies and seeks the same level of compliance from all SES sub-
sidiaries and employees.
To manage and address compliance risk, we have implemented a
Compliance Committee and a Code of Conduct which defines our
everyday business conduct, offers employees advice, and helps them
make the right decisions even in difficult business situations. SES’
Code of Conduct explains that unethical behaviours are not accept-
able at SES and the potential sanctions for such behaviours. It includes
our stance on: Information and Cyber Security policies, Bribery and
Facilitation, Political Activities, Sanctions, Export Controls, Competi-
tion/Antitrust, Anti-Money Laundering, Intellectual Privacy, Antiboy-
cott, Insider Trading, Conflicts of Interest, Fair Employment, Harass-
ment, Contractors and Agents, Data Protection, Fundamental Rights,
Environment, Health and Safety, Social Media, it is binding and applies
to all employees without discrimination.
Our Compliance Committee, composed of designated Compliance
Officers in each main corporate location, is tasked with raising the
staff’s awareness of the Code of Conduct. The Committee meets reg-
ularly to discuss important topics or issues. Reflecting the company’s
expansion into developing markets, the composition of the Commit-
tee includes representatives from SES’ offices in Asia, the Middle East,
and Latin America.
SES has implemented a mandatory compliance training programme
for staff as detailed in the training section of this report.
WHISTLE BLOWING SYSTEM
SES has implemented a whistleblowing hotline, managed by a third-
party provider, which allows our staff to file any compliance complaints
in full confidence. In addition to its internal ethical mechanism, SES
demands high ethical standards from its business partners and sup-
pliers to ensure trust with the external stakeholders including cus-
tomers, governments, and investors.
HUMAN RIGHTS
Respect for human rights is a natural prerequisite for responsible
business management at SES and we are committed to acting in
accordance with international initiatives and standards such as the
Fundamental Conventions of the International Labour Organisation,
the UN Universal Declaration of Human Rights and the UN Guiding
Principles on Business and Human Rights. We expect all employees
to be proactive in protecting human rights so that violations can be
ruled out entirely when it comes to our company’s business activities.
All forms of modern slavery, forced child labour, exploitation and dis-
crimination are explicitly prohibited by SES. SES will not do business
with any person or entity that engages in any form of modern slavery.
This is a value that is highlighted in our Code of Conduct and inserted
into legal documents with suppliers, partners, and customers. We do
not see any elevated risk of child or forced labour at any of our SES
locations or in our activities. SES was also not aware of any cases of
human rights violations within the scope of its own business activities
during the reporting period.
STATEMENT ON SLAVERY AND
HUMAN TRAFFICKING
All forms of modern slavery, forced child labour, exploitation and dis-
crimination are explicitly prohibited by SES. SES will not do business
with any person or entity that engages in any form of modern slavery.
This is a value that is highlighted in our Code of Conduct and inserted
into legal documents with suppliers, partners and customers. We do
not see any elevated risk of child or forced labour at any of our SES
locations or in our activities. SES was also not aware of any cases of
SES ANNUAL REPORT 202248
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OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
human rights violations within the scope of its own business activities
during the reporting period.
SES is committed to ensuring that there is no modern slavery or
human trafficking in its supply chains or in any part of its business
and adheres to international initiatives and standards such as the
Fundamental Conventions of the International Labour Organisation,
the UN Universal Declaration of Human Rights, and the UN Guiding
Principles on Business and Human Rights. SES will not support or deal
with any business knowingly involved in slavery or human trafficking.
The nature of SES’ business means that the majority of SES’ suppli-
ers are large international companies providing complex technical
services relating to the space industry through highly skilled profes-
sional employees. Our 50 largest suppliers account for approximately
80% of procurement spending.
SES does not procure a material amount of goods or services in sec-
tors that are considered high risk for human trafficking or slavery
(such as agriculture or horticulture, construction, textiles, catering
and restaurants, domestic work, and entertainment).
SES Code of Conduct for Suppliers clearly outlines SES’ stance
towards slavery and human trafficking. SES also includes in its con-
tracts with suppliers a clause requiring the supplier to comply with
all laws applicable to the provision of the goods or service. SES’ con-
tracts with its suppliers also contain a provision stating its suppliers
cannot novate or subcontract any right or obligations to any third
party without the written consent of SES.
This statement is made pursuant to Section 54 of the Modern Slavery
Act 2015 of the UK and sets out the steps SES has taken to ensure
that slavery and human trafficking is not taking place in our supply
chains or in any part of our business.
Please find the full document on the ESG Governance section of the
SES website.
ANTI-CORRUPTION/BRIBERY
GRI 204
SES takes a zero-tolerance approach to bribery and corruption in
all forms and will uphold all laws relevant to countering bribery and
corruption in all the jurisdictions in which it operates. SES employee
must never offer, attempt to offer, authorise or promise any pay-
ment or any kind of other service to anyone for any purpose, which
cannot find adequate justification in the context of the contractual
relationship established with them. Neither SES employee must
solicit or accept a bribe, kickback, or any offer, promise, gift, pres-
ent or benefit whatsoever that could be perceived as such. SES also
expect the same from our suppliers, business partners and third
parties we retain or that perform services or deliver business on
our behalf. Bribery and corruption will never be accepted in any
form.
This prohibition includes offering or paying of facilitation payments
to public officials to speed up or obtain routine public actions.
SES is committed to respecting the highest ethical and legal stand-
ards, set out in our Code of Conduct, on which all our employees are
trained. We have identified bribery and corruption as one of the risks
that SES is facing by doing business in most countries around the
world, including with governments.
As part of compliance training, the most exposed staff members were
given anti-bribery training. We are also conducting external due dili-
gence on our third-party agents upon their appointment. The level of
this due diligence depends on the risk assessment, which itself is
based on several elements, including the country of operation and
the type of business.
We also reduce the risk of bribery through a clear process for gifts
and entertainment. The relevant policy, which like all compliance pol-
icies is available on a dedicated intranet page, contains a dedicated
e-mail address that can be used to obtain guidance prior to providing
or accepting a gift or entertainment.
CYBERSECURITY
GRI 418
The robust management of data protection and data security is
essential, in our opinion, to secure the long-term confidence of our
stakeholders.
To ensure compliance with data protection laws and regulations, SES
appointed a Data Protection Officer. SES has implemented a variety
of measures, has reviewed, updated, and enacted relevant procedures
and processes, and continuously strives to comply with the General
Data Protection Regulation (GDPR).
SES has implemented technical and organisational security measures
to protect networks and systems from cyber-attacks. As part of con-
tinual organisational improvement and in line with its commitment to
strengthening cyber security, management has introduced a security
SES ANNUAL REPORT 202249
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OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
framework in accordance with the leading industry standard ISO
27001 in key areas. This framework is continually adapted to new
threats considering global organisational changes, security controls
and practices within the group to reduce the risks of cyber-attacks.
Employee training and education is an important piece to maintain
security on our networks. SES provides Information Security training
over a 2-year cycle and has 90% staff completion rate for users in
scope 2022. In addition, SES performed complementary communica-
tions and activities during 2022 to raise staff awareness on cyber
security threats and foster good reflexes to protect SES and it’s ser-
vices from cyber security threats. Activities performed during 2022
comprise simulated phishing emails, security quiz and an organisa-
tion-wide presentation on cloud security.
As COVID-19 brought new ways of working, our operations team
evolved to ensure that our customers can continue to rely on us for
critical content delivery and connectivity services, we have imple-
mented and maintained a business continuity management system
in accordance with the ISO 22301-2019 international standard as well
as best practice guidelines from the International Organisation for
Standardisation and approved by the European Committee for Stand-
ardisation.
We operate fully redundant and geographically agnostic Satellite
Operations and Networks Operations Centre systems to ensure the
seamless operations of our customer services and satellite fleets. Our
fully tested operational continuity plans ensure we have 100% confi-
dence that our teams can operate the satellites and support opera-
tions remotely should the need arise.
SUPPLY CHAIN MANAGEMENT
The purchasing functions within SES are carefully managed by a ded-
icated Vendor Management and Procurement team. SES places great
emphasis on the design of its procurement processes, keeping in mind
the obligations to applicable laws as well as our responsibility for sus-
tainable practices. Our suppliers adhere to a Supplier Code of Con-
duct and Supplier General Terms and Conditions (GTCs) which out-
lines SES’ expectations with regards to insider trading, conflicts of
interest, bribery, sanctions, export compliance, competition, money
laundering, child labour and slavery and human trafficking.
In 2022, SES updated our General Terms and Conditions as well as
our supplier code of conduct to reflect ESG values and algin with our
goals for positive impact across our value chain.
SES utilises a third party Corporate Responsibility Supply Chain
assessment tool to gain additional visibility into the risks and vulner-
abilities of our supply chain. Through the Supply chain sustainability
programme we will be building additional outreach measures to
ensure compliance of the supply chain on these critical issues.
SES ANNUAL REPORT 202250
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
REPORTING STANDARDS APPENDIX
not have adequate insight into their network. We provide an ena-
bling technology.
Additionally, even though it does not specifically mention our NACE
code, we investigated taxonomy category “Programming and broad-
casting activities contribution to climate adaptation” as that descrip-
tion specifically mentions that the broadcasting can be done “via
satellite”. After looking at this description we concluded that we do
not create content and are not the distributor of the content. Our
customers are responsible for that piece of the value chain. We do
not have insight into the % of turnover for our customers related to
climate adaptation and any reporting of a figure would be estimated
with a wide margin of error.
UN GLOBAL COMMUNICATIONS ON PROGRESS
SES is proud to have joined the UN Global Compact in 2021. We have
our full Communication of Progress for 2022 on our ESG reporting
page.
EU TAXONOMY
SES has undertaken an initial evaluation of its associated economic
activities against those identified by the EU Taxonomy as required
by the Delegated Act of Article 8 of the Taxonomy Regulation. SES
analysed the relevance of Article 8 of the EU taxonomy regulation
to our business and our need to report. We evaluated the taxonomy
based on NACE code. According to our NACE code of J61.300
satellite telecommunications is not specifically listed. However, the
broader NACE code J61 Telecommunications is mentioned. We
investigated the areas where NACE code J61 was applicable on the
taxonomy compass and found it in activity: “Data Driven solution for
GHG emissions reductions”. The description lays out that this
applies to “ICT solutions that are aimed at collecting, transmitting,
sorting data and its modelling and use where those activities are
predominantly aimed at the provision of data and analytics enabling
GHG emission reductions”. We do transmit data in our services but
the aim is not at the provision of data and analytics enabling GHG
emission reductions. Our customers might be doing this but we do
SES provides details on its ESG performance and impact through
quantitative and qualitative data provision to different sustainability
reporting initiatives. These reporting initiatives include Global Report-
ing Initiative, Sustainability Accounting Standards Board, United
Nations Global Compact – Communication on Progress, and Non-
Financial Reporting Directive. Through these initiatives, SES can pro-
vide an in-depth and transparent data to external stakeholders and
breakdown several aspects of its ESG policies that the Annual ESG
Report does not fully capture.
GRI INDEX
SES has structured this report in line with the GRI reporting stand-
ard. For a full index of disclosures, please follow this link to the
reporting section of our website. We are continuously improving
our reporting and are looking forward to expanding our disclosures
in future years.
SASB DISCLOSURES
SES has provided SASB disclosures on the reporting section of our
website. We have disclosed according to the “telecommunications
sector” and are evaluating if additional disclosures should be consid-
ered in the following years.
SES ANNUAL REPORT 202251
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
NON-FINANCIAL STATEMENT
The following information is provided in compliance with the Non-
Financial Reporting Directive requirements. The table below sets out
where the relevant information can be found in this Annual Report.
Non-financial Statement Disclosures in the relevant Chapters of the Report
Reporting Requirement Policies/Information Relevant Information GRI Index cross reference
Business Model
• Business Model ›› page 6
• Strategic Priorities ›› page 6
GRI 101, 102, 103, 401, 405
Environmental Matters • Environmental Policy
• Fleet Management and Lifecycle Management
• Carbon disclosure Project
• Waste Management Policy
• Corporate Responsibility ›› page 66
• Ambitions and Purpose ›› page 24
• Climate Action ›› page 29
• Space Sustainability ›› page 27
GRI 102, 103, 302, 305, 306
Social Matters • Procurement Policy
• Giving back initiatives
• Disaster relief programmes
• Customer Heartbeat (satisfaction, voice) and perception studies
• Critical Human Needs ›› page 39
• Ambitions and Purpose ›› page 45
• Governance section ›› pages 53-71
• Social Matters ›› pages 45-47
GRI 102, 103, 413
Employee Matters • Health and Safety Policy
• Flexible working policy
• Social Fund Policy
• Training and development
• Diversity
• Diversity and Inclusion ›› page 33
• Ambitions and Purpose ›› page 41
• Employee Matters ›› page 41
GRI 102, 103, 401, 403, 404, 405
Human Rights • Vendor policy / supply chain policy
• Code of conduct
• Human Rights policy
• Ambitions and Purpose ›› page 47
• Governance section ›› pages 53-71
• Corporate Governance / Chairman Report ›› page 53
• Ethics ›› page 47
GRI 102, 103
Anti-corruption and Bribery • Supplier Code of Conduct
• Group Wide Code of Conduct
• Whistleblowing Hotline
• Compliance Guidelines
• Ambitions and Purpose ›› page 48
• Corporate Governance ›› page 53
• Ethics ›› page 69
GRI 102, 103, 205
Principal Risks and impact from Business Operations • Shift in consumer trends
• Customer dissatisfaction
• Liquidity risks
• Regulatory risks
• Principal Risks and Uncertainties ›› pages 71-73
• Governance section on Managing Risks ›› page 71
• ESG ›› pages 24-50
Non-financial Key Performance Indicators • Employee turnover, diversity ratio
• Employee training
• Technical reach and TV channel count
• Net Promotor Score
• Service availability
• CO
2
emission
• Employee Matters ›› pages 41-45
• Operational and Strategic report ›› pages 4-22
• Operating our Business ›› page 41
• Climate Action ›› page 29
Corporate Governance
53 Shareholder structure
54 Chairperson’s report
on Corporate Governance
56 Board of Directors & Committees
63 Senior Leadership Team (SLT)
66 Internal control procedures
71 Principal risks
Remuneration Policy & Report
74 Remuneration policy
79 Remuneration report
CORPORATE
GOVERNANCE &
REMUNERATION
3
SES ANNUAL REPORT 202253
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
CORPORATE GOVERNANCE
SHAREHOLDER STRUCTURE
SES has been listed on the Luxembourg Stock Exchange since 1998
and on the Euronext Paris Stock Exchange since 2004.
Shareholder Structure as of 31 December 2022
SES Shareholders
Number of
Shares
Voting
participation
Economic
Participation
Registered shares 3,633,881 0.65% 0.82%
FDRs (free float) 361,258,166 66.015% 81.04%
FDRs held by SES 6,565,553 0.00% 1.68%
1
Total A Shares 371,457,600 66.67% 83.33%
BCEE 60,614,724 10.88% 5.44%
SNCI 60,607,161 10.88% 5.44%
Etat du Luxembourg 64,506,915 11.58% 5.79%
Total B Shares 185,728,800 33.33% 16.67%
Total shares (actual)
2
557,186,400 100.00% 100.00%
Total shares (economic)
2
445,749,120
1 At 31 December 2022, SES held 6,565,553 FDRs for the purpose of its employee option programme. SES does not exercise voting rights.
2 On 28 September 2022, SES proceeded to a reduction of the share capital by voiding 12,000,000 Class A shares/FDRs and 6,000,000 Class B Shares.
The Company has issued two classes of shares: A-shares and
B-shares. Each share is entitled to one vote. One B-share carries 40%
of the economic rights of an A-share.
The ratio of A-shares to B-shares must be maintained at 2:1 as
required by the Articles of Incorporation.
A-SHARES
A-shares are held by private and institutional investors.
The listed security is the Fiduciary Depositary Receipt (“FDR”), listed
on the Luxembourg and Euronext Paris Stock Exchanges. Each of
these is backed by one A-share and has all the rights attached to that
share, except the right of attending the general meetings of share-
holders.
In order to attend a general meeting, at least one registered share must
be held. Voting rights may be exercised by notifying the Fiduciary
(Banque et Caisse d’Epargne de l’Etat) of the voting intention.
B-SHARES
The State of Luxembourg holds a direct 11.58% voting interest in the
company. Banque et Caisse d’Epargne de l’Etat and Société Nationale
de Crédit et d’Investissement each hold a direct 10.88% voting inter-
est in the Company. These shares constitute the Company’s B-shares.
A B-share has 40% of the economic rights of an A-share or, in case
the Company is dissolved, is entitled to 40% of the net liquidation
proceeds paid to A-shareholders. The B-shares are not listed on any
exchange and do not back a tradable security.
SES ANNUAL REPORT 202254
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
CHAIRPERSON’S REPORT ON
CORPORATE GOVERNANCE
The Company follows the ‘Ten Principles of Corporate Governance’
adopted by the
Luxembourg Stock Exchange (its home market),
as last revised in December 2017. SES meets all the recommendations
made by the ‘Ten Principles’.
SES also complies with the governance rules for companies listed in
Paris, where the majority of the trading in SES FDRs takes place. In
the instance of conflicting compliance requirements, SES follows the
rules of the home market.
ORGANISATION PRINCIPLES
Created on 16 March 2001 under the name of SES GLOBAL, SES was
incorporated in Luxembourg. On 9 November 2001, SES became the
parent company of SES ASTRA, originally created in 1985. A copy of
SES’ articles of incorporation, in its latest version, is available in the
corporate governance section of the Company’s website.
THE ANNUAL GENERAL MEETING OF SHARE-
HOLDERS
Under Luxembourg company law, the Company’s annual and / or
extraordinary general meetings represent the entire body of share-
holders of the Company. They have the widest powers, and resolutions
passed at such meetings are binding upon all shareholders, whether
absent, abstaining from voting or voting against the resolutions.
The meetings are presided over by the Chairperson of the Board or,
in his absence, by one of the Vice Chairpersons of the Board or, in
their absence, by any other person appointed by the meeting. Any
RESTRICTIONS ON OWNERSHIP
No A-shareholder may hold, directly or indirectly, more than 20%,
33% or 50% of the Company’s shares unless he has obtained prior
approval from the meeting of shareholders in accordance with the
procedure described here below. Such limit shall be calculated by
taking into account all the shares held by the A-shareholder.
A shareholder or a potential shareholder who envisages to acquire by
whatever means, directly or indirectly, more than 20%, 33% or 50% of
the shares of the Company (a ‘demanding party’) must inform the
Chairperson of the Board of the Company of such intention.
The Chairperson of the Board will inform the government of Luxem-
bourg of the envisaged acquisition. The government may oppose the
acquisition within three months from such information if it determines
that such acquisition would be against the general public interest.
In case of no opposition from the government of Luxembourg, the
Board shall convene an extraordinary meeting of shareholders which
may decide at a majority provided for in article 450-3 of the law of
10 August 1915, as amended, regarding commercial companies, to
authorise the demanding party to acquire more than 20%, 33% or 50%
of the shares. If the demanding party is a shareholder of the Company,
it may attend the general meeting and will be included in the count
for the quorum but may not take part in the vote.
INFORMATION EXCHANGE IN REGARD TO
CORPORATE GOVERNANCE
The Company communicates transparently with its shareholders via
the
corporate governance section of its website and through the
dedicated e-mail address [email protected]. In line with Luxem-
bourg law, the Company allows shareholders to receive all corporate
documentation, including the documents for shareholder meetings,
in electronic format.
In this context, the SES website contains a regularly updated stream of
information, such as the latest version of the Company’s main governance
documents, including the articles of incorporation, the corporate govern-
ance charter (including the charters of the various committees set up by
the Board) and the separate sections on the composition and the mission
of the Board, the Board’s committees and the Executive Committee
1
.
The SES website also contains the SES Code of Conduct and Ethics,
the SES Dealing Code, the financial calendar and any other informa-
tion that may be of interest to the company’s shareholders.
INVESTOR RELATIONS
SES’ dedicated Investor Relations function reports to the Chief Finan-
cial Officer and works closely with the CEO. Its purpose is to develop
and coordinate the group’s external financial communications and
interactions with equity and debt investors, investment analysts,
credit rating agencies, financial journalists and other external
audiences, to monitor stock market developments, and to provide
feedback and recommendations to the SES SLT.
The Head of Investor Relations is responsible for the definition and
execution of SES’ active Investor Relations programme and partici-
pation in investor conferences and similar events. Investor Relations
also works closely with the Chief Legal Officer to ensure that the
group’s external communications are compliant with all applicable
legal and regulatory requirements.
The SES Investor Relations team will be pleased to assist existing or
potential shareholders with any questions they may have in relation
to SES. Further, the SES IR Website contains information on all
recent financials, analyst coverage, financial calendar and Company
news, and is updated on a regular basis.
1 The Executive Committee is internally called the Senior Leadership Team (SLT).
Therefore, going forward the term SLT will be used instead of Executive Committee.
SES ANNUAL REPORT 202255
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
shareholder who is recorded in the company’s shareholder register
14 days before the meeting is authorised to attend and to vote at the
meeting. An A-shareholder may act at any meeting by appointing a
proxy (who does not need to be an A-shareholder).
The annual general meeting (‘AGM’) is held on the first Thursday in
April at 10:30 am CET. Each registered shareholder receives written
notice of the AGM, including the time of the meeting and the agenda,
at least 30 days prior to the meeting. Holders of the company’s FDRs
are represented at the meeting by Banque et Caisse d’Epargne de
l’Etat acting as fiduciary. Each FDR represents one A-share. If a holder
of FDRs wishes to attend the AGM of shareholders in person, that
shareholder needs to convert at least one FDR into an A-share prior
to the AGM.
Notice of the meeting and of the proposed agenda is also published
in the international press. The fiduciary circulates the draft resolu-
tions to both international clearing systems, Clearstream and
Euroclear, allowing FDR holders to give their voting instructions to
the fiduciary in time for the meeting. At the same time, the draft
resolutions are made available on the Company’s and on the fiduciary’s
website. Unless the fiduciary has received specific instructions from
the FDR holder, the fiduciary votes in favour of the proposals submit-
ted by the Board. One or more shareholders owning together at least
5% of the shares of SES have the right to add items on the agenda of
the AGM and may deposit draft resolutions regarding items listed in
the agenda or proposed to be added to the agenda. This request
needs to be made in writing (via mail or e-mail) and received no later
than the twenty-second day preceding the AGM and needs to include
a justification or draft resolution to be adopted at the AGM. The writ-
ten request must include a contact address to which the Company
can confirm receipt within 48 hours from the receipt of the request.
No later than fifteen days preceding the AGM, the Company then
publishes a revised agenda.
The meeting may deliberate validly only if at least half of the A-shares
and at least half of the B-shares are represented. In the event that
the required quorum is not reached, the meeting will be reconvened
in accordance with the form prescribed by the articles of incorpora-
tion. It may then validly deliberate without consideration of the
number of represented shares.
The proceedings are mostly held in English, but a French translation
is provided by the Company. Interventions in English retranslated into
French. An English and a French version of the AGM minutes and the
results of the shareholders’ votes published on the SES website within
15 days after the AGM.
With the exception of the procedure described above regarding when-
ever an A-shareholder intends to hold more than 20%, 33% or 50%,
all the resolutions of the meeting are adopted by a simple majority
vote except if otherwise provided for by Luxembourg company law.
In 2022, the AGM was held on 7 April. Still taking a prudent approach
and following the recommendations from the government in the
context of the COVID-19 pandemic, shareholders who had expressed
an interest to attend the meeting were asked to give a proxy to the
Chairperson of the Board and/or the Company’s outside legal counsel,
and to vote on the resolutions ahead of the meeting. The AGM itself
was transmitted via Webex. Shareholders were further invited to send
their questions ahead of the meeting, although additional questions
were asked during the meeting. The AGM was attended by 95.34% of
the Company’s shareholders, excluding the 7,281,652 FDRs held by
SES as well as the 12,000,000 FDRs and the 6,000,000 Class B Shares
held by SES Astra on behalf of SES. All resolutions submitted to the
shareholders were approved by comfortable majority votes. The
detailed results of the shareholders’ votes are available on the
SES website Shareholder information.
In 2022, an EGM was also held on 7 April 2022, immediately following
the AGM with the purpose to authorise a share capital reduction and
voidance of the 12,000,000 FDRs and 6,000,000 Class B Shares held
by SES Astra on behalf of SES. The EGM was attended by 95.27% of
the company’s shareholders, excluding the 7,281,652 FDRs held by
SES as well as the 12,000,000 FDRs and the 6,000,000 Class B Shares
held by SES Astra on behalf of SES. All resolutions submitted to the
shareholders were approved by comfortable majority votes. The
detailed results of the shareholders’ votes are available on the
SES website Shareholder Information.
SES ANNUAL REPORT 202256
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
BOARD OF DIRECTORS &
COMMITTEES
AS OF 31 DECEMBER 2022
FRANK ESSER
Chair of the Board
JACQUES THILL
Director
DR JENNIFER BYRNE
Director
CARLO FASSBINDER
Director
PETER VAN BOMMEL
Chair of the
Audit and Risk Committee &
Vice-Chair of the Board
RAMU POTARAZU
Director
FRANÇOISE THOMA
Chair of the Remuneration
Committee
ANNECATHERINE RIES
Chair of the Nomination
Committee & Vice-Chair
of the Board
KAJERIK RELANDER
Director
KATRIN WEHRSEITER
Director
SES ANNUAL REPORT 202257
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
BOARD OF DIRECTORS & COMMITTEES
The Board of Directors is responsible for:
• Defining the Company’s strategic objectives as well as its overall
corporate plan;
• Approval, upon proposal from the Senior Leadership Team of the
annual consolidated accounts of the Company and the appropriation
of results, the group’s medium-term business plan, the consolidated
annual budget of the Company and the management report to be
submitted to the meeting of shareholders; approval of major invest-
ments and responsible vis-à-vis shareholders approval third parties
for the management of the Company, management which it delegates
to the SLT in accordance with the company’s internal regulations.
• As of 31 December 2022, the Board is comprised of 10 members of
which 6 are considered independent.
1
MEMBERS OF THE BOARD
AS OF 31 DECEMBER 2022
Frank Esser
Chair of the Board
•
Frank Esser became a director on 11 February 2020. He was elected
as Chair of the Board for the first time on 2 April 2020.
• He is the former Chair and CEO of SFR, the leading private French
Telecom Operator. In this function he also served as Board Member
of Vivendi Group. Prior to joining SFR, Mr Esser held several
managerial positions with Mannesmann group. He also serves as
Vice-Chair of Swisscom.
•
He is a member of the Nomination Committee and of the Remu-
neration Committee of SES.
•
Mr Esser holds a PhD in Managerial Economics and an MS in
Economics both from the University of Cologne.
• Mr Esser is a German national. He is an independent director.
Anne-Catherine Ries
Vice-Chair of the Board
Chair of the Nomination Committee
• Mrs Ries became a director on 1 January 2015 and was elected as
Vice-Chair of the Board for the first time on 4 April 2019.
•
Mrs Ries is currently First Government Advisor to the Prime Minister
and Minister for Media and Telecommunications in Luxembourg, in
charge of media, telecom and digital policy. Prior to this appoint-
ment in 2019, her focus over the last two decades has consistently
been on developing the tech and digital innovation ecosystem in
Luxembourg, i.a. through the launch of the “Digital Luxembourg”
initiative in 2014. She joined the Luxembourg civil service after
starting her professional career at an American law firm in Paris.
• Mrs Ries holds a law degree from the University of Paris II and the
University of Oxford, and a postgraduate LL.M degree from the
London School of Economics.
• Mrs Ries is the Chair of the Nomination Committee and a member
of the Remuneration Committee of SES.
•
Mrs Ries is a Luxembourg and French national. She is not an
independent director because she represents an important share-
holder.
Peter van Bommel
Vice-Chair of the Board
Chair of the Audit and Risk Committee
• Mr van Bommel became a director on 2 April 2020 and was elected
as Vice-Chair of the Board for the first time on 7 April 2022.
•
Mr van Bommel was Chief Financial Officer and member of the
Board of Management of ASM International from August 2010 until
May 2021.
•
He has more than twenty years of experience in the electronics and
semiconductor industry. He spent most of his career at Philips,
which he joined in 1979.
•
He sits on the Board of Aalberts, Nedap, Bernhoven Foundation and
the Amsterdam Business School, where he is the Chair of the EMFC
Curatorium. In the past he was also a Director of several other listed
companies a.o. KPN in the Netherlands.
•
Mr van Bommel holds an MSc in Economics from Erasmus University
in Rotterdam.
• Mr van Bommel is the Chair of the Audit and Risk Committee, and
a member of the Remuneration Committee of SES.
• Mr van Bommel is a Dutch national. He is an independent director.
Dr Jennifer Byrne
• Dr Jennifer Byrne became a director on 7 April 2022.
• Dr Byrne enjoyed a successful 25-year career at Lockheed Martin
from 1993 to 2018. In her final role with Lockheed Martin as VP,
Space and Missile Systems, she managed a team of 8,000 people.
She had responsibility for leading the design, development,
operation and sustainment of Civil Space, Military Space, Commer-
cial Space, Strategic Missile Defence and Special Programs
platforms. Dr Jennifer Byrne moved to London in 2018 to take up
her current role as COO of G-Research, which is a quantitative
research and technology business.
• She has a B.S. in Mathematics and Biochemistry from the Univer-
sity of Dallas, an M.S.E. in Computer Applications in Systems
Engineering from Temple University and holds a Ph.D. in Systems
Engineering from George Washington University.
• Dr Byrne is a member of the Nomination Committee of SES.
• Dr Jennifer Byrne is a US national. She is an independent director.
1 Serge Allegrezza and Tsega Gebreyes were Board members up to the AGM
on 7 April 2022, Béatrice de Clermont-Tonnere was a Board member until
24 October 2022.
SES ANNUAL REPORT 202258
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
Carlo Fassbinder
•
Mr. Carlo Fassbinder became a director on 7 April 2022. Mr Fass-
binder has 25 years of experience in the field of taxation, finance and
accounting and is Director of tax at the Ministry of Finance since
2017. He advises the finance minister on tax policies and tax treaties,
and assists in the preparation of the Council meeting (ECOFIN). From
1997 to 2017 he worked in the tax department of BGL BNP Paribas
where he was Head of Tax Retail & Corporate Banking since 2011.
Mr. Fassbinder is also a board member of Société Electrique de l’Our.
He holds a Maîtrise en droit des affaires from Robert Schuman
University in Strasbourg and a Magister Legum (LL.M.) in tax law
from Ludwig Maximilians University in Munich.
• Mr Fassbinder is a member of the Audit and Risk Committee of SES.
• Mr. Fassbinder is a Luxembourg national. He is not an independent
director because he represents an important shareholder.
Ramu Potarazu
• Mr Potarazu became a director on 20 February 2014.
• He was the CEO of Binary Fountain. He is the Founder and former
CEO of Vubiquity.
• Prior to founding Vubiquity, Mr Potarazu spent 15 years in various
positions at Intelsat (1991–2006). He became Intelsat’s Vice
President of Operations and CIO in 1996 and its Vice President,
Commercial Restructuring in 2000. In 2001 Mr Potarazu became
President of Intelsat Global Service Corporation and from 2002 to
2006 he was President and Chief Operating Officer of Intelsat Ltd.
Prior to joining Intelsat, Mr Potarazu held several engineering
positions.
•
Mr Potarazu graduated with a BS in Computer Science and in
Mathematics from the Oklahoma Christian University. He also holds
an MSc in Electrical Engineering from the John Hopkins University
and was a member of the Stanford Executive Program.
• He is a member of the Remuneration Committee of SES.
• Mr Potarazu is a US national. He is an independent director.
Kaj-Erik Relander
• Mr Relander became a director on 6 April 2017.
•
Mr Relander worked for the Finnish National Fund for Research and
Development prior to joining Sonera Corporation where he held
several management positions, including the position of CEO. He
left Sonera in 2001 to join Accel Partners, a private equity and venture
capital group before joining the Emirates Investment Authority in
2009 where he was a member of its Investment and Management
Committee. Since 2014, he has been a private investor and board
director.
•
Mr Relander graduated from the Helsinki School of Economics with
an MSC in Economics. He also holds an MBA from the Helsinki
School of Economics having completed part of it at the Wharton
School, University of Pennsylvania (USA), and studied also for a
PhD at the Wharton School and the Aalto University, Helsinki.
•
Mr Relander is a board member of the sovereign wealth fund of
ADQ and ADGM, Abu Dhabi Global Markets, Louis Dreyfuss Com-
pany and Acino. He is Chair of the Investment Committee at the
private equity fund Apis.pe and a board director of Starzplay Ara-
bia.
•
He is a member of the Audit and Risk Committee and of the
Nomination Committee of SES.
• Mr Relander is a Finnish national. He is an independent director.
Jacques Thill
• Mr Thill became a director on 2 December 2021.
• Mr Thill currently serves as First Government Advisor to the Prime
Minister and Coordinator at the Luxembourg Prime Minister’s
Office. Since 2018 he is also the Government Delegate to the State
Intelligence Service. Mr Thill joined the Luxembourg diplomatic
service in 2004 and has represented Luxembourg in numerous bi- and
multi-lateral negotiations. His diplomatic career includes postings
to the Luxembourg Permanent Representation to the United
Nations in New York and to the Luxembourg Embassy in Moscow,
as well as to the EU High Representative for the Common Foreign
and Security Policy at the Council of the European Union in
Brussels. From 2009 to 2013, Mr Thill served as diplomatic advisor
to the Prime Minister. In 2013, he was appointed Deputy Secretary
General of the Luxembourg Government, before becoming Secretary
General of the Luxembourg Government until June 2020. From 2015
until 2021, Mr. Thill served as member of the Board of Directors of
LUXGOVSAT S.A.
• Mr Thill holds a Master in European and International Law from the
Paris 1 Panthéon-Sorbonne University and an MA in European Political
and Administrative Studies from the College of Europe in Bruges
where he specialised in European Competition Law and European
Foreign Policy.
• Mr Thill is a member of the Nomination Committeeof SES.
• Mr Thill is a Luxembourg national. He is not an independent director
because he represents an important shareholder.
SES ANNUAL REPORT 202259
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
Françoise Thoma
Chair of the Remuneration Committee
• Ms Thoma became a director on 16 June 2016.
• Ms Thoma is President and Chief Executive Officer of Banque et
Caisse d’Epargne de l’Etat, and a member of the Boards of Directors
of Cargolux International Airlines S.A., Luxair S.A., the Luxembourg
Stock Exchange and of Enovos Luxembourg S.A.
•
She was a member of the Luxembourg Council of State from 2000–
2015 and holds a PhD in Law from the Université de Paris II
Panthéon-Assas and an LL.M. from Harvard Law School.
•
Ms Thoma is the Chair of the Remuneration Committee and a mem-
ber of the Audit and Risk Committee of SES.
•
Ms Thoma is a Luxembourg national. She is not an independent
director because she represents an important shareholder.
Katrin Wehr-Seiter
• Mrs Wehr-Seiter became a director on 1 January 2015.
•
She is a Managing Director of BIP Investment Partners SA and a
Managing Director/Partner of BIP Capital Partners.
• Prior to joining BIP, she served as a Principal at global investment firm
Permira and worked also as an independent strategy consultant as
well as a Senior Advisor to international private equity group
Bridgepoint. She started her professional career at Siemens AG where
she held various positions in strategy consulting and engineering. She
serves as a director of Bellevue Group, Meyer Burger Technology and
several non-listed corporations.
• Mrs Wehr-Seiter holds an MBA from INSEAD and an MSc in Mechanical
Engineering from the Technical University of Chemnitz.
• Mrs Wehr-Seiter is a member of the Audit and Risk Committee and
of the Remuneration Committee of SES.
• Mrs Wehr-Seiter is a German national. She is an independent director.
MISSION AND COMPOSITION
As of 31 December 2022, the Board of SES is composed of 10 non-ex-
ecutive directors, four of them female.
In accordance with the Company’s articles of association, two-thirds of
the board members represent the holders of A-shares and one-third
of the board members represent the holders of B-shares.
The mandates of the current directors will expire at the AGM of share-
holders in April 2023, 2024 and 2025 respectively.
In the event of a vacancy on the Board, the remaining directors may,
upon a proposal from the Nomination Committee and on a temporary
basis, fill such a vacancy by a majority vote. In this case, the next AGM
of shareholders will definitively elect the new director, who will
complete the term of the director whose seat became vacant.
In accordance with internal regulations adopted by the Board, at least
one-third of the board members must be independent directors.
A board member is considered independent if he or she has no
relationship of any kind with the company or management that may
impact his or her judgment.
Independence for these purposes is defined as:
1. not having been an employee or officer of the company over the
previous five years;
2. not having had a material business relationship with the company
over the last three years; and
3. not representing a significant shareholder holding more than 5%
of the voting shares directly or indirectly.
As of 31 December 2022, six of the board members are considered
independent: Jennifer Byrne, Katrin Wehr-Seiter, Frank Esser, Ramu
Potarazu, Kaj-Erik Relander and Peter van Bommel.
The four current directors proposed by the B-shareholders are not
considered independent as they represent a significant shareholder
owning more than 5% of the company’s shares.
Thai Rubin, Chief Legal Officer, is the Board Secretary. He is supported
by Mathis Prost, Senior Manager, Legal Services Corporate and
Finance, as Assistant Secretary to the Board of Directors.
In the context of the Board composition, the SES Nomination Com-
mittee will consider a diverse Board as adding value to the Company,
not limiting diversity to gender diversity, but also considering, as far
as possible, professional background, experience and age diversity.
RULES OF GOVERNANCE
The Board of Directors meets when required by the Company’s busi-
ness, and at least once per quarter. It can only validly deliberate if a
majority of the directors are present or represented. The resolutions
of the Board are passed by a simple majority of the votes of the voting
directors present or represented, not considering abstentions. The
Chairperson does not have a casting vote.
Any material contract that is proposed to be signed by the Company
or any of its wholly controlled operating subsidiaries with a share-
holder owning at least 5% of the shares of the Company, directly or
indirectly, is subject to a prior authorisation by the Board.
In 2022, there were no transactions between the Company and a
shareholder owning at least 5% of the company’s shares, nor were
there any other transactions involving a conflict of interest for any of
the directors.
SES ANNUAL REPORT 202260
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
ACTIVITIES OF THE BOARD OF DIRECTORS
IN 2022
The Board of Directors held six physical meetings and four extraor-
dinary Board calls in 2022, with an attendance rate of more than 95%.
In accordance with the sanitary measures related to the COVID-19
pandemic, meetings were held under relevant sanitary control meas-
ures, allowing virtual attendance for Board members unable to attend
in person. After endorsement by the Audit and Risk Committee, the
Board approved the 2021 audited accounts, the dividend and the
financial results for the first half of 2022.
The Board approved the final version of the 2023 Budget and the
2023–2027 Business Plan. It also reviewed the Strategic Plan and held
a detailed Strategic Session in June 2022. On that occasion and
throughout the year, Management briefed the Board on the latest
industry trends and the resulting strategic implications for SES.
The Board approved the investment in a replacement satellite on
orbital position 57 degrees East thus ensuring continuity of service
on an important position for SES. The Board also approved the acqui-
sition of DRS Global Enterprise Services, a leading provider of inte-
grated satcom solutions for the US Government, followed by the com-
bination with the existing and SES Government Solutions business
resulting in a best-in-class and scaled solutions provider to the US
Government.
With regard to the Company’s corporate governance, the Board
dissolved the Strategic Committee, of which only one meeting was
held in 2022. A Strategic Taskforce is set up each year on a tempo-
rary basis, composed of several board and management members, in
order to assist with the preparation of the Board’s yearly strategy
discussion day.
During 2022, the Board also decided to enter into a new liquidity
agreement with a service provider to be implemented in 2023 and
executed on the Euronext Paris based on the decision taken during
the AGM of shareholder on 7 April 2022.
The Board was regularly updated on the development of the major
projects and it noted updates on the company’s risk management
report. The Senior Leadership Team (SLT) regularly informed the
Board about the group’s activities and financial situation. The Board
noted updates on: (i) the execution of the Strategic Plan; (ii) the 2022
Business Objectives; (iii) the impact of COVID-19 on the Company’s
business as well as its staff; and (iv) the Company’s continued
corporate simplification program which resulted in an important
further reduction of the corporate footprint in 2022.
At each meeting, directors receive a report on ongoing matters and
the Chairpersons of the committees set up by the Board present a
report on the latest developments discussed in these respective com-
mittees. In addition, a business report is distributed to the members
of the Board on a regular basis.
As a result of the last Board evaluation exercise and in-keeping with
best practice, each Board meeting concludes with a restricted session,
without the presence of Management.
BOARD GOVERNANCE STRUCTURE
& COMMITTEES
The Board agenda is prepared in close cooperation between the
Chairperson, the Vice-Chairpersons and the CEO. The committees
consist of five to six members, at least a third of whom are independ-
ent board members in line with SES’ internal regulations.
The Audit and Risk Committee assists the Board in carrying out its
oversight responsibilities in relation to corporate policies, risk manage-
ment, internal control, internal and external audit and financial and
regulatory reporting practices. It further proceeds to the evaluation
of potential deals, including financial due diligence, risk assessment
and financing options before submission to the Board. It has an
oversight function and provides a link between the internal and
external auditors and the Board. It determines the ESG Targets of the
Company and monitors progress towards the accomplishment of the
ESG Targets.
The Remuneration Committee assists the Board on the determination
of the remuneration of the members of the Senior Leadership Team
(SLT) and advises on the overall remuneration policies applied
throughout the Company. It acts as administrator of the Company’s
long-term equity plans.
The Nomination Committee identifies and proposes suitable candi-
dates for the Board of Directors, for election by the AGM of sharehold-
ers. Proposals are based on submissions from shareholders for a num-
ber of candidates at least equal to the number of posts to be filled for
each class of shareholders. It also identifies and proposes suitable
candidates for the SLT.
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2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SECRETARY OF THE BOARD
OF DIRECTORS
NOMINATION
COMMITTEE
REMUNERATION
COMMITTEE
AUDIT AND RISK
COMMITTEE
• Chair:
Peter van Bommel
• Carlo Fassbinder
• Kaj-Erik Relander
• Françoise Thoma
• Katrin Wehr-Seiter
• Chair:
Françoise Thoma
• Anne-Catherine Ries
• Peter van Bommel
• Frank Esser
• Ramu Potarazu
• Katrin Wehr-Seiter
• Chair:
Anne-Catherine Ries
• Jennifer Byrne
• Frank Esser
• Kaj-Erik Relander
• Jacques Thill
• Thai Rubin
CHAIR OF THE BOARD: FRANK ESSER
VICECHAIRS OF THE BOARD: PETER VAN BOMMEL, ANNECATHERINE RIES
MEETINGS AND ATTENDANCE RATE IN %
4 meetings
90%
3 meetings
and 3 calls
94%
4 meetings
and 2 calls
91%
COMMITTEES OF THE BOARD
as of 31 December 2022
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REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
THE
AUDIT AND RISK
COMMITTEE
• Reviewed the 2021 financial results before their submission to
the Board and their subsequent approval by the shareholders
at the statutory AGM.
• Reviewed the H1 2022 financial results of the Company.
• Reviewed the Company’s statement on internal control systems
prior to its inclusion in the annual report, approved the Internal
Audit plan, and received bi-annual updates on the Internal
Audit activities and on the follow-up of the major recommenda-
tions. It also reviewed the 2021 PwC Management letter.
• Proposed to the Board and to the shareholders to appoint
PwC as external auditor for 2022 including its proposed com-
pensation.
• Received quarterly updates on risk management from the
SES risk management committee and was briefed on ongoing
compliance matters.
• Reviewed WACC parameters for remuneration purposes, cus-
tomer credit risk and collection and of the Treasury Roadmap.
• After each meeting, the Board is briefed in writing about the
work of the Audit and Risk Committee.
• Received updates on ESG targets and implementation plan.
• Reviewed the Company’s Budget and Business Plan
• Evaluated the DRS Global Enterprise Services acquisition
project, including financial due diligence, risk assessment and
financing options.
THE
REMUNERATION
COMMITTEE
• Matters addressed related to the determination of the
bonuses and the vesting of performance shares allocated
to the members of the SLT for their performance in 2021.
• Adoption of the 2022 corporate business objectives, which
are used as one element in the determination of 2022
bonuses for SLT members.
• Review and proposal of the remuneration packages for new
SLT members.
• Review and proposal of the 2022 long term equity grants for
SLT members.
• Inclusion of ESG targets as a metric to determine vesting of
Performance Shares for SLT members.
• Proposed to review and adjust the Remuneration Policy.
The proposal has been approved by the Board and by the
Ordinary Shareholder Meeting.
• After each meeting, the Board is briefed in writing about the
work of the Remuneration Committee.
THE
NOMINATION
COMMITTEE
• Discussed the size and the composition of the Board.
• It also discussed the renewal of existing directors and the
appointment of new directors, conducted interviews and
proposed to the Board a list of candidates for election by the
shareholders in April 2022.
• Discussed the future structure of the Executive Committee
and was involved in its implementation in close cooperation
with the CEO.
• Instigated a deep dive on Talent Management and reviewed
Executive Committee Succession Planning.
• After each meeting, the Board is briefed in writing about the
work of the Nomination Committee.
ACTIVITIES OF THE
COMMITTEES IN 2022
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4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SENIOR LEADERSHIP
TEAM (SLT)
STEVE COLLAR
Chief Executive Officer,
Chair of the SLT
JOHN BAUGHN
Chief Services Officer
JOHNPAUL HEMINGWAY
Chief Strategy and Product Officer
SANDEEP JALAN
Chief Financial Officer
CHRISTOPHE DE HAUWER
Chief Development Officer
RUY PINTO
Chief Technology Officer
THAI RUBIN
Chief Legal Officer
PANOREA MACDONALD
Chief People Officer
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GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SENIOR LEADERSHIP TEAM (SLT)
The SES Executive Committee is known as the Senior Leadership
Team (SLT):
• It is in charge of the daily management of the group.
• It functions as a collegial body.
• It is mandated to prepare and plan the overall policies and strate-
gies of the company for approval by the Board.
•
It may approve intra-group transactions, irrespective of the amount,
provided that they are consistent with the consolidated annual
budget of the company, as well as specific transactions with third
parties provided that the cost to SES does not exceed €10 million
per transaction.
• It informs the Board at its next meeting of each such transaction,
it being understood that the aggregate amount for all such trans-
actions can at no time be higher than €30 million. Members of
the SLT are appointed by the Board of Directors upon a proposal
from the Nomination Committee.
Steve Collar
Chief Executive Officer, Chair of the SLT
• Appointed in April 2018.
• From 2017 to 2018 he was CEO of SES Networks.
•
Prior to SES, he was CEO of O3b Networks, and has profound expe-
rience in a variety of commercial, business development and tech-
nical roles at SES WORLD SKIES, New Skies Satellites, Astrium and
Matra Marconi Space (now Airbus).
• Holds a degree in Mechanical Engineering from Brunel University
in London.
• Mr Collar is a British national.
Sandeep Jalan
Chief Financial Officer
• Appointed in May 2020.
• He has 30 years of experience in financial and operational leader-
ship roles across Asia and Europe. He was until most recently the
CFO of Aperam, a global leader in the stainless, electrical and spe-
cialty steel industry, a role he held since 2014. Previously, he worked
for the ArcelorMittal Group since 1999 where he held various roles
including the CFO of ArcelorMittal Long Carbon Europe and was
part of the M&A team responsible for numerous acquisitions in both
steel and mining. He was also the CFO & Company Secretary for
Ispat Alloys Ltd from 1993 to 1999.
• He is a Commerce Graduate from Banaras Hindu University (BHU),
Chartered Accountant (equivalent to CPA) and Company Secretary
from the respective Institutes in India. He has also completed an
Executive Education Programme on Leadership at the London Busi-
ness School and an Executive Education program on Strategic
Finance at IMD, Lausanne.
• Mr Jalan is an Indian national.
Panorea Macdonald
Chief People Officer
• Appointed in July 2022.
• Prior to SES, she worked in senior HR leadership roles for technol-
ogy companies such as Sun Microsystems, Hewitt, Motorola and
GE in the US, Canada, UK, Africa, Dubai, Saudi Arabia, Grece and
Singapore.
• Holds an MBA from York University in Canada, numerous HR and
coaching qualifications.
• Mrs Macdonald is a Greek and Canadian national.
John-Paul Hemingway
Chief Strategy and Product Officer
•
Appointed on 1st January 2022 as Chief Strategy and Product
Officer.
• Prior to that he served as CEO of SES Networks and prior to that,
he served as the Executive Vice President, Product, Marketing and
Strategy of SES Networks where he led Product Management,
Marketing, Business Development and Corporate Strategy.
• Before SES acquired O3b and formed SES Networks, he was Chief
Marketing Officer for O3b Networks.
• Prior to that, he held a variety of senior management roles in the
networking industry within Ciena, Corning Cables, and Netscient.
•
Holds a PhD in Optical Communications and a BSc (Hons) from
Manchester Metropolitan University, UK.
• Mr Hemingway is a British national.
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GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
Christophe De Hauwer
Chief Development Officer
• Appointed as Chief Development Officer on 1st January 2022.
• Prior to that he served as Chief Strategy and Development Officer.
• Member of the Board of SES ASTRA.
• Having joined SES in 2003, he held several positions of responsi-
bility in the areas of Strategic Marketing, Strategic and Business
Planning and Corporate Development, as well as Fleet Development
and Yield Management.
• Prior to joining SES, he worked in the Strategy Consulting practice
of the European Telecommunication and Media Industry with
Arthur Andersen.
• Holds an Engineering and a PhD Degree from the Université Libre
de Bruxelles.
• Mr De Hauwer is a Belgian national.
Ruy Pinto
Chief Technology Officer
• Appointed in January 2019.
• Since 2017, he had been the Deputy Technology Officer and took
on the additional role of Chief Information Officer (CIO) at SES in
2018.
•
Between 1990 to 2016 he was working for Inmarsat where he
covered various technical and managerial roles, such as CTO and
Group Chief Operations Officer (COO).
•
Prior to that he was Chair of UKSpace, and Director and VP of Space
for the Association of Defence, Security and Aerospace Companies
(ADS) and Non-Executive Director of the Space Application
Catapult.
•
Holds a degree in Electronics Engineering and completed
post-graduate studies in Digital Telecommunications Systems, both
from the Rio de Janeiro Catholic University (PUC-RJ).
• Mr Pinto is a dual British and Brazilian national.
John Baughn
Chief Services Officer
• Appointed in January 2019.
• Since 2017, he had been Executive Vice President, Global Services
at SES Networks.
•
He joined SES Networks from O3b Networks, where he led the
Global Services team, driving service strategy.
• Between 2008 and 2015, he was VP Global Services at Ciena, and
has a vast Telco experience included leadership roles in Motorola.
• Holds an MBA from the University of Warwick.
• Mr Baughn is a British national.
Thai Rubin
Chief Legal Officer
• Appointed in July 2020.
• Prior to that, he was the General Counsel of O3b Networks where
he was as a key member of the leadership team, guiding the com-
pany to its successful commercialisation before it was acquired by
SES in 2016.
• In addition to holding multiple senior leadership roles within SES,
he served as General Counsel at New Skies Satellites, guiding it to
a public listing on the NYSE in 2005 and its acquisition by SES in
2006.
• Before joining SES, Mr Rubin worked at PanAmSat Corporation.
• Holds a Bachelor of Science degree from the University of Wiscon-
sin, Madison and a Juris Doctor from Howard University School of
Law in Washington, D.C.
• Mr Rubin is a US national.
RESPONSIBILITIES OF THE SENIOR LEADERSHIP TEAM
•
The SLT may approve any external credit facilities or external guar-
antees, pledges, mortgages and any other encumbrances of the
Company, or any wholly-owned affiliate, for as long as the Company
will not lose its investment grade rating as a result of such facility
or guarantee.
•
It may approve increases of up to 5% in the capital expenditure
budget for a satellite procurement already approved by the Board,
it being understood that the Internal Rate of Return will need to
comply with certain specific thresholds defined by the Board. The
SLT informs the Board at its next meeting of each such increase.
• The SLT submits those measures to the Board that it deems nec-
essary to be taken in order to meet the purposes of the Company.
Prior to the beginning of each fiscal year, the SLT submits to the
Board a consolidated budget for approval.
•
The SLT is in charge of implementing all decisions taken by the
Board and by the committees specially mandated by the Board.
The SLT may, in the interests of the Company, sub-delegate part
of its powers and duties to its members acting individually or jointly.
• The CEO organises the work of the SLT and coordinates the activ-
ities of its members, who report directly to him. In order to facilitate
the implementation by the Board of its overall duty to supervise
the affairs of the Company, the CEO informs the Chair of the Board
on a regular basis of the Company’s activities. The latter receives
the minutes of all meetings of the SLT in due time.
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REPORT
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ENVIRONMENTAL,
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CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
INTERNAL CONTROL PROCEDURES
OBJECTIVES AND PRINCIPLES
The Board of Directors has the overall responsibility for ensuring that
SES maintains a sound system of internal controls, including financial,
operational and compliance controls. Such a system is an integral part
of the corporate governance strategy of SES S.A. (‘the Company’)
together with its subsidiaries and affiliates (‘the Group’).
Internal control procedures help to ensure the proper management
of risks and provide reasonable assurance that the business objectives
of the Company can be achieved.
The internal control procedures are defined and implemented by the
Company to ensure the following objectives in the table below:
Internal Control Objectives
Compliance of actions and decisions with applicable laws,
regulations, standards, internal rules, and contracts
Safeguarding efficiency and effectiveness of operations
and the optimal use of the Company’s resources
Correct implementation of the Company’s internal processes,
notably those to ensure the safeguarding of assets
Integrity and reliability of financial and operational
information, both for internal and external use
Ensuring that management’s instructions and directions
are properly applied
Ensuring that material risks are properly identified,
assessed, mitigated, and reported
OBJECTIVES
Like all control systems, internal controls cannot provide an absolute
guarantee that all risks have been totally mitigated or eliminated.
CONTROL ENVIRONMENT
SES has adopted a robust internal control framework based on a set
of guidelines prepared by the Committee of Sponsoring Organisations
of the Treadway Commission (‘COSO’). This framework applies to both
the Group’s regular satellite business activities as well as to the
specific and dedicated C-band spectrum clearing activities taking
place in connection with the FCC Report & Order dated 3 March 2020.
The framework provides reasonable assurance that the internal con-
trol objectives are being achieved; it is also consistent with the refer-
ence framework proposed by the French securities regulator, the
Autorité des Marchés Financiers (‘AMF’).
The Board has delegated the design, implementation, and mainte-
nance of a rigorous and effective system of internal controls to the
Company’s Senior Leadership Team, which in turn works closely with
the other levels of management in establishing control policies and
procedures.
SES has implemented an organisational structure with defined
responsibilities, competencies and reporting lines that provide the
framework in which internal controls are being executed and
controlled to meet the Company’s objectives.
Policies and procedures are regularly reviewed and are updated when
required. These policies and procedures apply to all employees and
officers of the Group, and where appropriate, to its directors as well
as to other groups. A Delegation of Authority Policy is in place, and
is regularly updated, providing the rules for the internal approvals and
external execution that are required to authorise any external
commitment of the Company.
The main SES functions and processes are electronically documented
using a centralised Business Process Management software to ensure
information is designed collaboratively and shared across the
company. To improve operations, SES is standardising its process
mapping using an end-to-end business process framework. This
framework is designed to ensure control and strategic alignment
across the business, while capitalising on the standards of the telecom
industry.
The internal control procedures described here are complemented
by information concerning employee matters, mandatory trainings
and ethics provided in the ESG Report.
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4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
RISK MANAGEMENT
SES adopted a risk management framework based on principles
proposed by COSO and ISO31000. A Risk Management Group is in
place representing SES key functions which is responsible for the
adequate reporting of the Company’s risks and the implementation
of the risk management policy and procedures.
Risk Management Structure
Delegation / Monitoring Risk Report Designated Risk Representatives of key SES functions
A dedicated Risk Management Team facilitates and coordinates the
reporting process and assists the Risk Management Group with the
assessment of risks. The Risk Management Group reports to the
Senior Leadership Team which in turn reports to the Board, which has
the ultimate responsibility for oversight of the Company’s risks and
for ensuring that an effective risk management system is in place.
The risk management policy is regularly reviewed and updated by the
Risk Management Team.
Each reported risk is categorised, assessed by the risk owners, and
reviewed by the Risk Management Group. Key risk developments are
periodically reported to the Senior Leadership Team, the Audit and
Risk Committee and the Board.
INTERNAL CONTROL ACTIVITIES
Satellite operations
•
The operational procedures for satellite control and payload
management cover manoeuvres and configuration changes
required in nominal situations as well as in the case of technical
emergencies. The controllers are trained and certified in the
execution of such procedures which are periodically reviewed and
updated. Satellite control software is being used and fully validated
electronic procedures for station-keeping and other regular
operations are being applied across the entire SES fleet.
• SES has designed satellite contingency and emergency response
process, crisis management systems, supporting infrastructure and
tools to address satellite in-orbit anomaly situations at an
appropriate management level. SES applies industry-standard
incident management, escalation, and reporting processes to
provide effective and timely support to customers.
• SES has adequate satellite control primary and backup capabilities
utilising the European and US-based Satellite Operations Centres
(‘SOCs’). SOCs can take over the operations of the other in an
emergency with the fail-over procedure being tested regularly.
SOCs can also be controlled remotely from any other dedicated
location via secure internet connection if the situation would
require it.
• A corporate policy dealing with satellite insurance is in place and
regularly updated reflecting the SES Board approved insurance
structure and approval framework. Most of the launch and in-orbit
insurance activities of the group are managed through SES’ insur-
ance and reinsurance captive companies based in Luxembourg.
Both companies are regulated and managed in accordance with
the European Solvency II directive and are therefore subject to
strict supervision and governance rules detailed in the companies’
RISK MANAGEMENT GROUP
OVERALL IMPLEMENTATION OF THE RM POLICY & PROCEDURES
BOARD OF DIRECTORS (BOD)
OVERALL RESPONSIBILITY FOR RM
SENIOR LEADERSHIP TEAM (SLT)
RESPONSIBLE FOR THE RM AT THE MANAGEMENT LEVEL
AUDIT AND RISK COMMITTEE (ARC)
OVERSIGHT OF RM PROCESS
STRATEGY &
DEVELOPMENT
GLOBAL
SERVICES
SES
NETWORKS
SES
VIDEO
FINANCE
TECHNOLOGY
HUMAN
CAPITAL
LEGAL &
REGULATORY
RISK MANAGEMENT TEAM
INCL. RISK MANAGEMENT COORDINATOR
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STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
governance manuals. ‘In-orbit Third Party Liability’ insurance is
placed directly to the market, i.e., not using the captives. Such
insurance covers all SES in-orbit satellites in compliance with
licencing and other regulatory requirements in the various jurisdic-
tions where SES operates.
• For SES infrastructure redundancy, adequate backup capabilities
are implemented.
Global services operations
• Global Services is responsible for the operation and management
of the customer-facing network, video services and content
operations including the maintenance and oversight of systems
and network components supporting SES customer traffic and
video services.
• The monitoring and operational procedures address static state as
well as anomalous states of network operations. All engineers are
trained in the execution of such procedures which are periodically
reviewed and updated. SES uses multiple tools and software to
manage and monitor the network and these tools have redundancy
enabled in the event of a systemic anomaly.
•
Network operations and payload management is performed in
Network Operations Centres (‘NOCs’) mainly located in US and
Europe. Video operations centres are in Israel and Europe. SES has
instituted disaster recovery procedures and handover to other sites
is possible and regularly tested.
•
SES applies industry-standard incident management, escalation,
and reporting processes to provide effective and timely support to
customers.
Commercial operations
•
A Master Service Agreement (‘MSA’) forms the basis for the
contractual relationship with our customers. Deal specifications
and commercial terms and conditions are outlined in a Service
Order (‘SO’) which will be subject to the general terms and
conditions of the underlying MSA.
•
Most SES customer contracts follow this MSA-SO structure for
which standard templates exist. Any negotiation of the terms and
conditions of the MSA or SO are subject to commercial legal review.
•
Customer contract and order management follows predefined
workflows which are embedded in a customer relationship
management (‘CRM’) tool. Appropriate segregation of duties is
ensured while individual workflow steps and tasks are subject to
approval from the various sales, finance, legal operations, and
service representatives.
• Deal pricing for satellite capacity as well as for Network and Video
products generally bases on approved rate cards which are linked
to the product catalogue and solution configuration tool of CRM.
Pricing deviations from approved rate card are governed by an
approval matrix with internal hierarchy.
•
The Group’s Credit & Collections policy defines the rules and
principles related to customer credit risk management and cash
collection and related revenue recognition as well as deposit and
payments terms for a deal.
Procurement operations
•
SES’ Technology Space Programmes department is responsible for
the Space Infrastructure procurement including satellites and
launch vehicles.
• A Space Infrastructure procurement process, strategy and policy
are in place to govern appropriate procedures such as the creation
of Requests for Information and Requests for Proposal generation,
satellite manufacturer selection, technical and commercial evalua-
tions as well as legal review.
• Detailed business plans are refined based on RFP responses and
the endorsement of the SLT is required before the procurement
proposal is presented to the Board for approval.
•
Procurement of Space Infrastructure (satellites and launch vehicles)
is approved by the Board as a significant investment activity, and
contracts are signed in accordance with delegation of authority.
•
Payments are made on the complete fulfilment of milestone require-
ments in accordance with the Milestone Payment Plan defined in
the contract Terms and Conditions.
•
The Vendor Management & Procurement (‘VMP’) function supports
the business for non-satellite procurement, governed by a dedicated
policy that sets the framework for an appropriate level of internal
controls over purchasing. SAP is used to support the purchasing
process with appropriate workflow rules for approvals and the
segregation of duties. Contracting with a vendor can be done either
by a Purchase Order (“PO”) incorporating SES’s General Purchas-
ing Terms and Conditions or a separate contract which is subject
to legal review prior to the issuance of a PO. Each PO needs
workflow approval in line with SES’ Delegation of Authority Policy.
The requester must ensure that the purchase is within the approved
budget. Certain types of purchases – such as capital expenditure
and major cost of sales projects – require dedicated budget controls
to ensure that sufficient budget is allocated and available before
finalising the purchase.
• The supply chain function within VMP optimises and streamlines
the exchange of goods or services covering demand planning,
logistics and warehouse management. Controls are in place to
ensure effective workflows, an efficient use of resources, and
compliance with regulatory obligations such as shipment and
customs documentation.
Financial operations and reporting
•
Appropriate accounting and financial reporting policies and
procedures are in place, regularly reviewed and updated for
business developments and regulatory changes.
• Staff involved in the Group’s accounting, consolidation and report-
ing are appropriately qualified, trained and are kept up to date with
relevant changes in both national requirements and in International
Financial Reporting Standards (‘IFRS’).
•
Controls have been established in the processing of accounting
transactions to ensure appropriate authorisations, an effective
segregation of duties, and the complete, timely and accurate
recording of financial information. This control framework continues
to be enhanced through the implementation of additional work-
flow-based controls and validations. Risk-based monitoring controls
are implemented for key SAP control configurations and transac-
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4
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FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
tions. Specific controls are in place, such as monthly reviews and
data validation procedures, to ensure the correct and timely
recognition of revenues.
•
Treasury activities are centrally managed within a framework
approved by the Board, and which reflects the Group’s current
Treasury Policy. Appropriate segregation of duties, including the
assignment of bank mandates between members of SES manage-
ment, Treasury, and accounting departments, is in place. Specialist
software helps ensure the efficiency and control of foreign exchange
transactions, interest and liquidity management, and the implemen-
tation of SES’ hedging strategy for interest rate and foreign currency
fluctuations. Furthermore, to ensure enhanced security and
efficiency of the bank payments process, the Company uses a
banking payments system which ensures secure authorisation and
transfer of payment instructions from SAP to banks.
• The main principles of SES’ tax risk management are laid down in
the SES Tax Charter. Tax positions are analysed based on the most
appropriate authoritative interpretations and reported in internal
tax technical memos or tax opinions from external tax consultancy
firms. Current and deferred tax liabilities are recorded in the Group’s
accounts based on a key control framework that ensures full
transparency and understanding of all underlying data and recon-
ciliation between the important sources of information within the
Tax and Accounting departments. A detailed tax accounting policy
is in place. Transfer pricing documentation is continuously updated
and improved including a master file, local files, and annual
country-by-country reporting.
Compliance operations
• The Legal & Regulatory function provides legal support to all SES
operational areas and is an integral part of corporate governance
and supports all customer contracting activities and processes,
procurement and vendor management activities as herein before
mentioned.
•
The Legal & Regulatory function is also responsible for maintaining
and improving SES’s compliance program. A Group-wide ‘Code of
Conduct and Ethics’ (‘Code of Conduct’) was implemented to
enable all employees, officers, and directors as well as other groups
to take a consistent approach to integrity issues and to make sure
that the Group conducts its business in compliance with all
applicable laws and regulations and observes the highest stand-
ards of business ethics.
•
SES implemented a Sales Agent Policy and developed a com-
prehensive process and dedicated controls for ensuring SES
representatives act with integrity. A dedicated team within the
Legal Department conducts due diligence into and approves
agent appointments. A Gift and Entertainment Policy is in place to
provide rules and guidance for giving and receiving gifts and enter
-
tainment.
•
SES is committed to full compliance with competition laws. An
Antitrust Compliance Policy and Guidelines have been implemented
to inform employees of the scope of competition laws and how to
do the best work for SES whilst complying with the law.
•
Regulatory leads the export control and sanctions compliance with
laws, regulations, and policies. Controls and workflows have been
established to interface with commercial and technical teams to
ensure continued compliance with the growing needs associated
with new products and services.
•
Dedicated training programmes are mandatory for employees
(depending on the nature of their work) to ensure an appropriate
understanding and awareness of compliance related matters.
Information Technology
• Management is committed to ensuring that SES’ data, infrastruc-
ture, and information technology systems in the cloud and on SES
premises are as secure as is reasonably and commercially
practicable. Security controls, policies and procedures are in place
to prevent unauthorised access to premises, computer systems,
networks, and data. Policies and procedures are continuously being
reviewed and updated.
• SES applies an Information Security Management System (‘ISMS’)
in line with the ISO 27001 standard which is subject to regular
ISO 27001:2013 certification for the scope of data services deliv
-
ered through high-throughput GEO satellites.
•
The SES Azure Cloud Platform has been put in place with an
adequately designed control environment, leading to an improved
level of standardisation and harmonisation of the SES IT landscape.
The Cloud Centre of Excellence programme with Microsoft has
been completed and is fully operational and is facilitating standards
setting and development of new products and platforms in the
Cloud. The Cloud solution provides state-of-the-art backup
facilities to ensure enhanced continuity of all Cloud-based systems.
• All SES’ main trading operations operate on a centrally managed,
Cloud-based SAP ERP platform, applying consistent processes,
controls, and backup. A comprehensive SAP security policy has
been defined and implemented. Appropriate SAP access manage-
ment is in place and is continually monitored and enhanced.
Segregation of duty principles and approval limits are defined and
embedded in SAP workflows.
• SES has disaster recovery plans for its business-critical infrastruc-
ture. The regular testing of these activities confirms that SES is in
a good position to recover all mission critical back-office applica-
tions within its recovery time objectives. Electronic information is
regularly backed up and tested.
•
A digital workflow process for managing information technology
incidents and service requests is in place on a ServiceNow platform
further enhancing the level of automation. Relevant key performance
indicators are regularly reviewed. Information technology projects
are managed and executed using agile methodology based on
features and capabilities of Azure Development Operations.
•
SES ensures adequate and secure VPN connectivity and redun-
dancy to cater for users working remotely. More applications
continue to be progressively added onto our MS Multi-Factor
authentication to protect against unauthorised access due to
password theft or password guessing attacks.
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ENVIRONMENTAL,
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(ESG) REPORT
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CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
• A dedicated cybersecurity team is in place to help and guide SES
management and business stakeholders to adequately secure SES
systems, information assets and customer services. The cyberse-
curity team follows a holistic approach towards cybersecurity by
implementing a wide range of security control mechanisms and
practices based on industry-leading standards, as well as cultivating
a culture of awareness and caution throughout our organisation.
INFORMATION AND MONITORING ACTIVITIES
•
The SES Internal Communication function ensures the effective
circulation of information across the organisation and supports the
implementation of internal control and risk management by
communicating business and functional objectives, instructions
and information pertinent to SES’s business activities. Timely and
transparent information flow across all levels and functions of SES
is managed via a wide array of internal communications channels
ensuring that SES employees around the world have access to all
information required to do their job most effectively and to take
informed business decisions that are aligned with SES’s business
priorities and strategic direction as well as with our identity and
aspirational culture.
•
The Company relies on a comprehensive system of financial
information and oversight. Strategic plans, business plans, budgets
and the interim and full-year consolidated accounts of the Group
are drawn up and brought to the Board for approval.
• The Board also approves all significant investments and receives
monthly financial reports setting out the Group’s financial perfor-
mance in comparison to the approved budget and prior year figures.
•
In accordance with IFRS requirements, SES discloses detailed
information on the market, credit, and foreign exchange risks to
which it is exposed, as well as its strategy for managing those risks.
•
The Audit and Risk Committee (‘ARC’) is regularly updated on
significant accounting and financial reporting, treasury, tax, and
legal issues.
•
The complete and timely recording of financial information is
ensured through regular reviews, the monitoring of specific key
performance indicators, validation procedures by functional leaders
and, as an additional check, the process of internal and external
audit.
•
The external auditor performs a limited review of the Group’s
interim condensed consolidated financial statements and a full
audit of the annual consolidated financial statements.
•
SES’ Internal Audit function performs specific analyses of the
relevance of, and compliance with, Company policies and internal
control procedures in accordance with general accepted Internal
Audit Standards issued by the Institute of Internal Audit (‘IIA’). The
activities of the Internal Audit function are executed in accordance
with an annual audit plan, which is reviewed and approved by the
ARC. This plan is prepared in close cooperation with the company’s
Risk Management Team to dynamically link it to risks and exposures
that may affect the organisation and its operations.
•
Any material weaknesses in the system of internal controls
identified by either internal or external auditors are promptly and
fully addressed. Regular reports are provided to the Senior
Leadership Team and to the ARC summarising conclusions
regarding internal control effectiveness and compliance.
•
The proxy structure of the SES Government Solutions Inc. entity
(a wholly-owned indirect subsidiary of SES S.A.) and its subsidiaries
and affiliates (together, ‘the SES Government Solutions group’), in
line with common practice for businesses serving certain segments
of the US Government, imposes various restrictions on the SES
Group Board and executive management in directly supervising the
maintenance of an internal control system and imposing an internal
audit structure. Hence the Group’s own Internal Audit function does
not perform direct internal control reviews of the SES Government
Solutions group, but rather has an agreement with the SES
Government Solutions group’s management as to required levels
of risk management and internal control. In recent years these
procedures have been subject to evaluation and compliance testing
by a third-party audit services provider, although this activity will
likely be suspended for a period to allow the full integration of
business operations of the original SES Government Services
business and the DRS Global Enterprise Solutions business
acquired on 1st August 2022. The Group’s external auditor is also
engaged for the audit of the financial information provided by the
SES Government Solutions group in the framework of the audit of
the SES Group’s consolidated financial statements.
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REMUNERATION
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CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
PRINCIPAL RISKS
SES identified the following potential risks, which could have a material
and adverse effect on its business, financial condition and results of
operation. This section does not purport to be exhaustive, but rather
contains a summary of the main risks that SES may face during the
normal course of its business. Where mitigations are mentioned in this
STRATEGIC RISKS
Competition The satellite communications business is increasingly competitive. SES competes with national, regional and international geostationary (GEO), non-geostationary
(NGSO) and fixed and wireless terrestrial operators. The competition from NGSO systems is potentially the most disruptive trend facing SES. With strong financial
backing, vertical integration and technological advancements, such competitors are planning to enter multiple markets targeted by SES. In addition, the trend
towards horizontal and vertical consolidation poses the risk of leaving SES behind with a smaller, less powerful relative market position towards customers as well
as suppliers. SES regularly evaluates potential partner or merger targets that fit with its strategy.
Technology The satellite communications industry is subject to rapid technological change. As a result, the technology used by SES could become less suitable for customer
requirements leading to a reduced service demand and a negative revenue impact. SES monitors such changes and regularly evaluates opportunities to invest
into new technologies.
Emerging Markets SES’ targets new geographical areas and emerging markets and is developing commercial arrangements with local communications, media and other businesses
in these areas. SES may be exposed to political and other risks associated with such business. SES regularly evaluates and monitors conditions for conducting
business in such areas and markets to ensure that such risks are identified and mitigated.
Investment SES’ desired strategic investments may not yield expected benefits due to a number of factors including uncertain or changing market conditions, financing costs
and legal and regulatory issues.
ESG
We recognise the effect ESG matters have on the company’s everyday activities and the importance of having a sound risk management approach around those
matters. SES is committed to conduct its business in accordance with highest standard governance processes and in a sustainable and environmentally friendly
way. Failure to do so may have an adverse effect on the company’s operation, financial results and reputation. SES is in a process of identifying and evaluating
relevant ESG related risks and opportunities (including those related to climate) in order to ensure that necessary mitigating actions are in place. In view of
complexity, and developing nature, of ESG related issues to be considered by the company, the above process includes engaging all relevant stakeholders and
consulting external professional advisors. A number of such risks are closely linked to other areas covered in this section and are already being mitigated, for
example, risks relating to in-orbit failures and cybersecurity. Details of company’s >> ESG strategy are provided in the Annual Report.
OPERATIONAL RISKS
Dependency on key supplier(s) Dependency on a small number of satellite manufacturers may reduce SES’ negotiating power and access to advanced technologies and result in increased
satellite procurement risk (e.g., due to technical difficulties and design problems with a particular model of satellite). SES mitigates these risks by maintaining a
full level physical presence and oversight at manufacturer facilities throughout the spacecraft design, construction and acceptance. SES monitors manufacturers’
supplier base and procurement sources and develops relationships with new suppliers where possible.
SES is dependent on a limited number of launch service providers. As such, delays may be incurred in launching satellites in the event of a prolonged unavailability
of service from a launch service provider. SES monitors developments on the launcher market, including those in respect to new launch service providers and new
launch vehicles.
section, there is no guarantee that such mitigations will be effective (in
whole or in part) to remove or reduce the effect of a risk. SES defines
risk as the possibility of a potential event, condition, action or inaction
occuring and adversely affecting SES’ ability to achieve its business
objectives..
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FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
Launch delay(s) and launch failure(s) Launch delays are a possibility. Satellite launch and in-orbit insurance policies do not compensate for lost revenues and other consequential losses. SES attempts
to mitigate the risk of delays by ensuring adequate margins in satellite procurement schedules.
There is always a small but inherent risk of launch or early-orbit failure, resulting in a reduced satellite lifetime and/or functionality or the total loss of a satellite.
SES mitigates such risks in several ways, including by technical risk management of each launch vehicle programme and asset insurance for each launch.
In-orbit failure(s) A satellite may suffer in-orbit failures ranging from a partial impairment of its commercial capabilities to a total loss of the asset. Such failure may result in SES not
being able to continue to provide service to some of its customers. SES attempts to mitigate this risk by careful vendor selection and high quality in-orbit opera-
tions. For some services, SES is able to offer an in-orbit backup strategy in which customers using an impaired satellite may be transferred to another satellite. In
addition, in respect of its GEO satellites, SES has restoration agreements with other satellite operators whereby customers on an impaired GEO satellite may be
transferred to a GEO satellite of another operator in order to protect continuity of service.
Cybersecurity SES’ operations may be subject to hacking, malware and other forms of cyber-attack. Due to the high sophistication of certain attackers and an increasing
number of cyber-attacks, it may not always be possible to prevent every such event. SES has protections in place to help protect its systems and networks and
continues to work to implement additional protective measures intended to limit the risks associated with such attacks.
Space insurance coverage and availability SES maintains pre-launch, launch and initial in-orbit insurances, in-orbit insurance, and third-party liability insurance. These policies generally contain customary
market exclusions and are subject to limitations. The insurance market has been seeing a reduced availability and significantly increased rates. This results in
increased insurance premiums for SES. In order to mitigate these risks and optimise the coverage and premiums, SES maintains a policy of limited self-insurance
through its captive entities.
Personnel SES is competing for talent with satellite operators as well as large and well-known companies. In the context of low unemployment rates and a shortage of
qualified candidates, SES may have difficulties in hiring competent talent. If SES is unable to source and retain key talent this could have a negative impact on
SES’ ability to deliver its business objectives. To mitigate this risk SES uses a dedicated Talent Acquisition function to source high-quality candidates.
Global Pandemic or other health emergency SES is subject to the risk of a global pandemic or other health emergency such as COVID-19. A material health emergency could affect availability of our
employees and impact various areas of SES’ business including procurement and launch of satellites, entry into service of new satellites, procurement of ground
infrastructure and provision of services to customers. SES has procedures and measures in place to respond to health risks and to secure business continuity
during such situations.
REGULATORY RISKS
Legal and Regulatory SES’ operations and business are subject to compliance with the laws, regulations (e.g., communications, export control, sanctions, competition) and political
will of the governmental authorities of the countries in which SES operates, uses radio spectrum, offers satellite capacity and services. Violations of any of the
applicable laws and regulations could expose SES to penalties and other enforcement actions and may negatively affect commercial operations.
SES may need to obtain and maintain approvals from authorities or other entities to operate its satellites and to offer satellite capacity and services. Failure to
obtain the necessary approvals could lead to loss of revenues and compliance actions against SES.
SES works to ensure that adequate compliance staff is in place and that all teams have the necessary technical and human resources to enable the company to
comply with applicable laws and regulations.
Spectrum The International Telecommunication Union (‘ITU’) and national administrations may reallocate satellite spectrum to other uses. In addition, national administrations
are increasingly charging for access to spectrum through the use of fees and auctions. This may affect SES’ access to orbital locations and frequencies required
for it to develop and maintain its satellite fleet and services.
In addition, SES must coordinate the operation of its satellites with other satellite operators so as to prevent or reduce interference. As a result of such coordination,
SES may be required to modify the proposed coverage areas or satellite design or transmission plans which may materially restrict satellite use. Similarly, the
performance of SES’ satellites in some areas could be adversely affected by harmful interference caused by other operators to SES’ satellites.
Operational issues such as satellite launch failure, launch delay or in-orbit failure might compromise access to the spectrum or orbital locations. SES’ large fleet
may enable the relocation of in-orbit satellites to satisfy regulatory and spectrum requirements.
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ENVIRONMENTAL,
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REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
RESPONSIBILITY STATEMENT
The Board of Directors and the Executive Committee of the company
reaffirm their responsibility to ensure the maintenance of proper
accounting records disclosing the financial position of the group with
reasonable accuracy at any time and ensure that an appropriate
system of internal controls is in place to ensure the group’s business
operations are carried out efficiently and transparently.
In accordance with Article 3 of the Luxembourg law of 11 January 2008,
as subsequently amended, on transparency requirements in relation
to information about issuers whose securities are admitted to trading
on a regulated market, we declare that, to the best of our knowledge,
the annual statutory accounts as of and for the year ended 31 Decem-
ber 2022, prepared in accordance with Luxembourg legal and regu-
latory requirements, and the consolidated financial statements as of
end for the year ended 31 December 2022, prepared in accordance
with the International Financial Reporting Standards as adopted by
the European Union, give a true and fair view of the assets, liabilities,
financial position and profit of the year of SES taken individually, and
of SES and its consolidated subsidiaries taken as a whole, respectively.
In addition, the management report includes a fair review of the devel-
opment and performance of the business and the position of SES
taken individually, and of SES and its consolidated subsidiaries taken
as a whole, together with a description of the principal risks and uncer-
tainties that they face.
24 February 2023
Frank Esser Steve Collar
Chair of the Board of Directors CEO
FINANCE RISKS
Credit rating SES’ credit rating can be affected by a number of factors, including a change in its financial policy, a deterioration of its financial credit metrics, a downgrade in
the rating agencies’ assessment of the business risk profile or a change in rating methodology. A change in SES’ credit rating could affect the cost and terms of
its newly issued debt, as well as its ability to raise financing. SES’ policy is to attain and retain a stable investment grade rating with two of the international
reputable credit rating agencies (currently Fitch and Moody’s).
Tax SES is subject to taxation in multiple jurisdictions and may become subject to unforeseen material tax claims, including late payment interest and / or penalties,
and in some cases retroactive tax assessments. SES has implemented a tax risk mitigation charter based on, among other things, a framework of tax opinions for
the financially material positions taken, transfer pricing policies, and procedures for accurate tax compliance in all jurisdictions.
Asset impairment SES’ intangible assets, satellites and ground segment assets are valued at historic cost less amortisation, depreciation and accumulated impairment charges.
The resulting carrying values are validated each year through impairment testing procedures where they are compared to the discounted present value of the
future cash flows expected to be derived from the asset. Where future assumptions for a specific asset, as set out in the approved Business Plan, become less
favourable, or the discount rates – or perpetual growth rate assumptions – applied to the future cash flows change, then this may result in the need for material
asset impairment charges.
Foreign exchange
SES’ reported financial performance can be impacted by movements in the Euro / U.S. dollar exchange rate, as SES has significant operations, cash flows, assets
and liabilities that are denominated in the U.S. dollar whereby the Group’s reporting currency is the Euro.
To mitigate this exposure, SES may enter into forward foreign exchange or similar derivative contracts to hedge underlying foreign exchange exposures. Further
details are provided in >> Note 19 to the consolidated financial statements.
Interest rate
SES’ exposure to the risk of changes in market interest rates relates primarily to SES’ floating rate borrowings as well as the renewal of its fixed rate borrowings.
SES carefully monitors and adjusts the mix between fixed and floating rate debt from time to time, responding to market conditions. Interest rate derivatives may
be used to manage the interest rate risk. Further details are provided in >> Note 19 to the consolidated financial statements.
Key customer loss Bankruptcy and customer consolidation, amongst other reasons, can potentially result in loss of customers, non-renewals or reduction in the demand for services.
SES aims for long contract terms with key customers based on strong relationships.
Customer credit
Failure by customers to fulfil payment obligations is a possibility. Credit risk may increase as SES and / or its customers increase dependency on revenues in
emerging markets where credit risk may be higher. This risk is mitigated through a customer credit policy including credit checks, deposits or other forms of
security, payment monitoring and credit insurance where possible. Further details are provided in >> Note 19 to the consolidated financial statements.
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CONSOLIDATED
FINANCIAL
STATEMENTS
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SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
REMUNERATION POLICY & REPORT
PURPOSE AND SCOPE OF THE
REMUNERATION POLICY
The purpose of the present Policy is to describe the remuneration
paid by the Company to the Directors and to the members of its
Executive Committee (SLT members). It describes:
•
How it contributes to the Company’s objectives relating to its
business strategy and long-term interests and sustainability;
• The different components of remuneration, including all bonuses
and other benefits in whatever form, if any, awarded to Directors
and SLT members and indicates their relative proportion;
• The duration of the contracts or arrangements with the Directors
and SLT members, the applicable notice periods, the main charac-
teristics of supplementary pension or early retirement schemes and
the terms of, and payments linked to, termination; and
•
The decision-making process followed for the determination, review
and implementation of the Policy, including measures to avoid or
manage conflicts of interests and, where applicable, the role of the
Remuneration Committee and the Board;
•
The procedural conditions under which any derogation from the
Policy can be applied as well as the elements of the Policy from
which a derogation is possible.
THE REMUNERATION POLICY
The Company must attract suitable Directors and SLT members to
continue its success and remuneration is one of the enablers to fulfil
this goal.
Remuneration must reflect the degree of required qualifications and
experience of the Directors and SLT members, the risks that they take
personally, and honour the dedication and efforts that the Directors
and SLT members put into the Company. The Remuneration must
also be consistent when compared to remunerations for similar roles
in other companies and be relative to the pay and employment
conditions of the employees of the Company.
REMUNERATION OF THE DIRECTORS
The remuneration granted to Directors consists of a fixed annual fee,
and a fee per Board or committee meeting attended as described
below.
All these fees are net of any Luxembourgish withholding taxes on
directors’ fees. Board members do not receive any stock options, nor
do they receive any bonus.
Fixed remuneration per year
The fixed component of the remuneration amounts to €40,000 per
year whereas the Vice Chairpersons each receive an annual fixed fee
of €48,000 and the Chairperson receives a fee of €100,000 per year.
Any Director chairing one of the committees set up by the Board
(if not the Chairperson of the Board) receives an annual fee of €8,000.
The Chair of the Audit and Risk Committee (if not the Chairperson of
the Board) receives an annual fee of €9,600.
Remuneration per meeting
Directors receive €1,600 for each Board meeting or Board committee
meeting they attend, except for the Audit and Risk Committee for
which a fee of €1,920 per meeting is paid.
The terms of the Directors
In general, the Company’s directors are elected for terms of three
years. If a Director leaves the Board during his/her term, the Company
may co-opt a Director to finish that mandate.
A Director can be revoked at any moment by the shareholders. There
is no notice period for a Director.
The maximum tenure on the Board is limited to 12 years (generally
four terms of 3 years each).
The age limit of the Directors is set at 72 years. Any Director who
reaches this age during his/her mandate will resign at the Annual
General Assembly (AGM) following this date.
REMUNERATION OF SLT MEMBERS
The remuneration of SLT members comprises the following two major
components:
• The compensation package which consists of a Yearly base salary
(“YBS”), Annual bonus (“AB”), and Long-term equity (“LTE”); and
•
The benefits including, but not limited to, company car or car
allowance, pension and health care plans, and death and disability
insurance.
In line with the Charter of the Remuneration Committee of the
Company, remuneration matters of the SLT members are decided by
the Board after review and recommendations from the Remuneration
Committee.
Yearly Base Salary (“YBS”)
The base salary of the CEO as well as of other SLT members is
reviewed by the Remuneration Committee in its first ordinary meeting
of the year. The Board has the sole authority, besides the legally
required cost of living adjustments (i.e. Luxemburg index), to adjust
the YBS of the CEO and other SLT members.
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ADDITIONAL
INFORMATION
For all new nominations as SLT member, remunerations are validated
by the SES Board, on recommendations from the Remuneration
Committee. They are made on the basis of external benchmarks
provided by compensation consultants while also considering degree
of qualification and experience required as well as employment
conditions of employees at the time of the offer.
Annual Bonus (“AB”)
The main objective of the bonus plan for the CEO and other SLT
members is to create a performance reward scheme, that links annual
variable compensation to the Company’s financial results and its
performance against specific business objectives established by the
Board for each performance year. Through this plan, the Company
ensures alignment and focus on the company’s core objectives.
The AB of SLT members is based on the annual performance during
the relevant calendar year, is assessed by the Remuneration Commit-
tee and validated by the Board in February and paid in March of the
following year.
AB achievements (financial results and performance against business
objectives) are reported in the annual Remuneration Report.
The AB target for SLT members ranges from 80% of the YBS to 100%
of the YBS for the CEO.
The minimum pay-out can be as low as 0% of the AB (in other words
no bonus payment), with a maximum pay-out capped at 150% of the
bonus target.
The AB of each SLT member is composed of two parts:
• Financial performance (70% of the AB); and
• Business objectives (30% of the AB).
The financial performance measures the actual achievement
compared with budget for the following set of metrics with their
respective weights: Revenue (40%), EBITDA (40%) and net operating
cash flow (20%). The budget targets for those measures are set during
the annual budget process and finally approved by the Board.
The financial performance pay-out is capped at 150% of the bonus
target (for a 107% target achievement and for each of the three
metrics separately) and with a performance threshold, below which
no compensation is paid, set at 88% achievement and as shown below:
Finance performance pay-out table
The business objectives are set annually by the SES Board at the
beginning of each year and are related to the strategic roadmap of
the company.
Achievement is measured at the end of each performance year by the
Board, based on recommendations provided by the Remuneration
Committee.
The pay-out for business objectives can be as low as 0% and is capped
at 150% of the bonus target.
For confidentiality purposes, the details of the annual targets will be
reported at the end of each performance year in the annual Remu-
neration Report.
Long-Term Equity (“LTE”)
The LTE is regulated by the Equity Based Compensation Plan (EBCP).
The objective of the EBCP is to enhance the competitiveness of the
Company and its affiliates in attracting and retaining the best global
leadership talent, and to position the Company as a global employer
of choice. Moreover, the EBCP is designed to ensure that SLT members
become shareholders of the Company, feel a sense of ownership, and
benefit from their contribution to increasing shareholder value.
To this end, the EBCP provides a framework for the grant or award of
equity-based incentive compensation in the form of:
• Restricted shares, representing one sixth of the LTE grant,
•
Performance shares, representing one half of the LTE grant and
with a vesting which is subject to financial and ESG criteria and
• Stock options, representing one third of the total LTE grant.
The annual grant is approved by the Board in its April meeting based
on a recommendation from the Remuneration Committee.
For SLT members, the annual LTE grant value ranges from 58% of
their YBS to 105% of the YBS for the CEO.
Restricted Shares
The restricted shares are FDRs granted with the sole condition that
at the day the restricted shares vest, the SLT member is employed
by the Company. The restricted shares vest on 1 June of the third
year following the year of the grant.
The number of restricted shares granted is determined by multiplying
the relevant YBS with the applicable percentage and divided by an
average of 15 days closing prices of the Company’s FDRs at the Paris
stock exchange, which is reviewed by the Remuneration Committee
for each grant year
0%
40%
80% 90% 100% 110%
120%
20%
60%
80%
100%
120%
140%
160%
Payout factor
Target achievement
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ANNUAL
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ADDITIONAL
INFORMATION
Performance Shares
Performance shares are FDRs granted to SLT members with vesting
subject to achievement of financial and ESG criteria. The performance
shares vest on 1 June of the third year following the year of the grant.
The number of performance shares granted is determined by multi-
plying the relevant YBS with the applicable percentage and divided
by the average 15 days measured share price.
Total Shareholder Return (“TSR”) is the metric retained to assess
financial performance. It is measured on a relative basis to the median
TSR performance of a panel of comparable companies during the
vesting period with:
• Share price at the end to be based on the average share price in
the 3-month period February – April preceding the vesting date i.e.,
from 1 February 2026 to 30 April 2026 for 2023 grant, and retaining
dealing days only
•
With share price at the beginning to be based on the average share
price during a 3-month period February – April of the grant year
i.e., from 1 February 2023 to 30 April 2023 for 2023 grant and
retaining dealing days only
• Measurement is based on Volume Weighted Average Price
• Outcome will be reviewed by the Remuneration Committee prior to
the Share Vesting Date
The comparator group is reviewed on an annual basis by the Remu-
neration Committee and is determined based on multiple factors such
as company size, business mix, geographic mix and TSR correlation.
Starting with 2022 grant, the TSR comparator group consists of 16
companies, well balanced across Satellite, Media and European
Telecom operators as well as other adjacent businesses:
TSR Comparator Group
Eutelsat Telenet Group
ViaSat Orange
Telesat Britsh Telecom
EchoStar Communications Proximus
ProSiebenSat.1 Media Millicom Internatiional Cellular
Telefonica Royal Caribbean
ITV Gilat
RTL Group Carnival
Starting with 2023 grant, ESG will be included as a possible negative
modifier to TSR ranging from 0 to -20% pending achievement of
targeted reductions in CO
2
emissions and increase in the representa-
tion of women in people manager roles.
Outcome of TSR and ESG will be reported in the annual Remunera-
tion Report.
Unless otherwise specified by the Remuneration Committee, the
Performance Shares will vest on the Share Vesting Date, subject to
the Participant’s continued employment with the Company or an
Affiliate and to the following ratchet table which will apply to determine
the proportion of Performance Shares that will vest:
Performance Shares ratchet table
Starting with 2023 equity grant, the payout range for vesting of
performance shares is increased from 50-150% to 0-200%, thus
removing the payout threshold and increasing the range between
threshold and maximum performance for better alignment with
market practices.
0% 75%50%25% 100% 125% 150%
Proportion of Performance Shares that vest
TSR Achievement
Threshold
Target
75% TSR Achievement
≥150% TSR Achievement
Maximum
0%
50%
100%
150%
200%
SES ANNUAL REPORT 202277
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
Stock Options
The stock option is a standard call option with a maturity of 10 years
from the date of the option grant.
The final strike price corresponds to the average of 15 days closing
prices of the Company’s FDRs at the Paris stock exchange after the
allocation of options by the Board.
The grant value is determined by the multiplication of the YBS with
the applicable percentage.
The number of stock option units is derived directly by dividing the
grant value by the value of the stock option which is computed by an
external and independent valuation firm and using a Binomial or
Black-Scholes valuation. The final stock option valuation of each grant
is then approved by the Board.
The stock options must vest before they can be exercised. The
vesting period of stock options is a three-year cliff vesting schedule.
As an example, if 100 stock options are granted in 2023, all units vest
and can be exercised as of 1 June 2026.
The SLT members must, when exercising their vested stock options
and their vested shares, do this in accordance with the regulations of
the French stock market authorities AMF and the SES Code of deal-
ing securities (i.e. require the prior authorisation from the Deputy
Corporate Secretary and/or Chief Financial Officer, outside closed
periods). As for the members of the Board, the exercises by the SLT
members are reported on the Company’s website under
About Us
> ESG > Corporate Governance > Management Disclosures.
Benefits
The following key benefits are provided to SLT members, the amount
of which is aligned with local practices:
• Pensions and health care plans: in Luxembourg, pension contribu-
tions of 7% up to the Social Security Ceiling (SSC) and 19% for the
portion of salary above the SSC. The complementary pension
scheme is a defined contribution scheme. In the US, restoration
plans are in place to provide retirement benefits that supplement
the tax-qualified, defined-contribution pension account defined in
subsection 401(k) of the United States Internal Revenue Code; in
the Netherlands, pension contributions are age-related and
employer contribution is capped at 20.2% of the maximum pension-
able salary;
• Health check-up;
• Death and disability insurances; and
• Company car or car allowances.
In addition to the above, several SLT members benefit from tax
support and reimbursement of education fees for dependent children
Employment, Resignation and Termination
SLT members are hired on a permanent basis and employment
contracts are drafted according to local regulations:
• One SLT member has an employment contract with an American
subsidiary of the Company.
•
One SLT member has an employment contract with a Dutch
subsidiary of the Company.
• All other SLT members have employment contracts with the Com-
pany or a Luxembourg subsidiary of the Company.
In case of resignation or termination, any unvested portion of out-
standing stock options, restricted and performance shares is imme-
diately forfeited. This excludes members leaving the Company due to
disability or for retirement, benefitting from an immediate vesting of
all unvested equity.
The Company and the SLT member can terminate the employment
contract respecting the legal notice period. For the SLT member with
an employment contract with an American subsidiary of the Company
the employment contract stipulates a notice period of 30 days in case
of termination or resignation.
With exception of one member, all members of the SLT are entitled
to two years of YBS in case of termination without cause. The indem-
nity includes statutory severance payment, if any.
SES ANNUAL REPORT 202278
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SLT SHARE OWNERSHIP PROGRAM
This programme aims at assuring that SLT members become share-
holders of the Company, feel a sense of ownership, and focus on cre-
ating shareholder value.
The SLT members have an obligation to invest in the Company’s
equity under the form of registered shares and/or FDR’s. Over a period
of five years (with equal yearly investment), the SLT members have
to hold in total one time their YBS and the CEO two times his YBS.
SHAREHOLDER VOTE
The present Policy will be submitted to a shareholder vote at the next
Annual General Meeting. The policy will be submitted to the share-
holders at a minimum every three years or sooner in case of material
changes.
While the vote by the shareholders at the general meeting is advisory
only, the Company will pay its Directors and SLT members only in
accordance with a remuneration policy that has been submitted to a
vote at the general meeting. If the general meeting rejects the
proposed remuneration policy, the Company will submit a revised
policy to a vote at the following general meeting.
DISCLOSURE
After the vote of the shareholders this Policy together with the date
and the results of the vote shall be made available on the website of
the Company where it will remain publicly available, free of charge, as
long as it will be applicable.
PERIODIC REVIEW
This Policy shall be reviewed on a regular basis, but at least every
three years.
The Remuneration Committee shall be responsible for advising the
Board on any concrete amendment suggestions to this Policy. The
final version that will be submitted to the shareholders will be
approved by the Board.
In line with the Shareholder Rights Law of 1 August 2019, the SES
Board adopted a Remuneration Policy that was formally submitted to
the shareholders at the annual general meeting on 7 April 2022. An
updated Remuneration Policy will be submitted to the Board on
24 February 2023 prior to its submission to the shareholders at the
annual general meeting on 6 April 2023.
The remuneration report here below describes the remuneration of
the Board of Directors, the CEO, the CFO and of the other SLT
members. It has been drafted in accordance with the above -mentioned
Remuneration Policy and will also be submitted to the shareholders
at the same meeting.
SES ANNUAL REPORT 202279
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
REMUNERATION REPORT
DIRECTORS REMUNERATION
In 2022, the Annual General Meeting of shareholders has approved
the remuneration of the Members of the Board of Directors through
approving a resolution that has been submitted by the Board of
Directors.
The shareholders decided to maintain the fees paid to the directors
at the previous year’s level with a majority of 99.97%. The fees paid
to the Board have not been increased since 2008, except for the fees
paid to the Chair and the members of the Audit and Risk Committee
which have been increased in 2015 in line with best practices.
Directors each received a fixed fee of €40,000 per year, whereas each
of the Vice Chairs received an annual fixed fee of €48,000 and the
Chair received a fee of €100,000 per year.
The directors chairing one of the committees set up by the Board, if
not the Chair of the Board of Directors, received an additional remu-
neration of €8,000 per year. The director chairing the Audit and Risk
Committee received an additional remuneration of €9,600 per year.
Attendance fees for each Board or Board Committee meeting
amounted to €1,600, except for the meetings of the Audit and Risk
Committee for which directors received €1,920 per meeting. A director
participating in more than one committee meeting on the same day
received the attendance fee for one meeting only.
All fees are net of any Luxembourg withholding taxes.
The total net remuneration fees expensed for the year 2022 to the
members of the Board of Directors (net of the Luxembourg withholding
tax) amounted to €823,761 of which €531,601 represented the fixed
part of the Board fees, with the remaining €292,160 being variable
fees. The gross overall figure (including withholding taxes) for the
year 2022 was €1,029,701. This compares to a gross remuneration of
€1,131,067 in 2021.
The 2022 remunerations cover the fees paid for ten Board meetings,
the meetings of the Board Committees described in the table below
as well as two meetings of the Strategic Taskforce. The amounts relate
to the Board fees expensed during the year 2022.
During 2022, the Board and the Committees of the Board were
composed as follows:
• Frank Esser, Chair
• Tsega Gebreyes, Vice-Chair (until 7 April 2022)
• Anne-Catherine Ries, Vice-Chair
• Peter van Bommel, Vice-Chair
• Serge Allegrezza (until 7 April 2022)
• Béatrice de Clermont Tonnerre (until 24 October 2022)
• Ramu Potarazu
• Kaj-Erik Relander
• Françoise Thoma
• Katrin Wehr-Seiter
• Jacques Thill
• Jennifer Byrne (as of 7 April 2022)
• Carlo Fassbinder (as of 7 April 2022)
The composition of the committees, chairs and members is provided
as follows:
Committee Membership
NOMINATION
COMMITTEE
Anne-Catherine Ries
Jennifer Byrne
Frank Esser
Kaj-Erik Relander
Jacques Thill
AUDIT AND
RISK COMMITTEE
Peter van Bommel
Carlo Fassbinder
Françoise Thoma
Kaj-Erik Relander
Katrin Wehr-Seiter
REMUNERATION
COMMITTEE
Françoise Thoma
Anne-Catherine Ries
Peter van Bommel
Frank Esser
Ramu Potarazu
Katrin Wehr-Seiter
Chair
Members
SES ANNUAL REPORT 202280
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
The detailed overview of the individual remunerations expensed in
2022 and 2021 to each Director is provided as follows.
Directors Remuneration
2022 (for Meetings Q1 2022 to Q4 2022) 2021 (for Meetings Q1 2021 to Q4 2021)
IN €
Directors
Remu -
ner ation
Attendance
Fees Taxes Total
Directors
Remu-
ne ration
Attendance
Fees Taxes Total
Serge Allegrezza 10,667 11,840 5,627 28,133 40,000 31,680 17,920 89,600
Peter van Bommel
55,600 30,080 21,420 107,100 47,200 44,480 22,920 114,600
Jennifer Byrne 29,334 14,400 10,934 54,668
Beatrice de Clermont-Tonnerre 30,000 22,400 13,100 65,500 40,000 33,600 18,400 92,000
Frank Esser 100,000 28,800 32,200 161,000 100,000 36,800 34,200 171,000
Carlo Fassbinder
29,333 13,120 10,613 53,067
Tsega Gebreyes 12,667 8,000 5,167 25,833 54,000 27,520 20,380 101,900
Paul Konsbruck – – – – 40,000 32,000 18,000 90,000
Ramu Potarazu 40,000 25,600 16,400 82,000 40,000 35,200 18,800 94,000
Kaj-Erik Relander 40,000 23,360 15,840 79,200 40,000 30,080 17,520 87,600
Anne-Catherine Ries 56,000 25,600 20,400 102,000 56,000 20,800 19,200 96,000
Françoise Thoma 48,000 28,480 19,120 95,600 48,000 28,480 19,120 95,600
Katrin Wehr-Seiter 40,000 30,080 17,520 87,600 42,400 31,680 18,520 92,600
Jacques Thill 40,000 30,400 17,600 88,000 3,333 1,600 1,233 6,167
Total
531,601 292,160 205,940 1,029,701 550,933 353,920 226,213 1,131,067
REMUNERATION OF THE MEMBERS OF THE SLT
The remuneration of the members of the SLT is determined by the
Board and is based on recommendations from the Remuneration
Committee.
The remuneration of the SLT members comprises two major compo-
nents:
•
Compensation package composed of the yearly base salary; an
annual bonus; and long-term equity (LTE); and
• Benefits package which is aligned with local and market practices
The average to highest compensation ratio (comprising annual base
salary, bonus and equity at target) for all employees at the level of
SES S.A. is at 1 to 15 which remains below market benchmarks and
ratios which can be observed in CAC 40 or FTSE 100 companies.
The following members were active in the SLT in the year 2022:
• Chief Executive Officer, Steve Collar
• Chief Financial Officer, Sandeep Jalan
• Chief Technology Officer, Ruy Pinto
• Chief Services Officer, John Baughn
• Chief Strategy and Product Officer, John-Paul Hemingway
• Chief Development Officer, Christophe De Hauwer
• Chief Human Resources Officer, Evie Roos (until 30 June 2022)
• Chief People Officer, Pan Macdonald (from 1 July 2022)
• Chief Legal Officer, Thai Rubin
SES ANNUAL REPORT 202281
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
The total remuneration of the CEO, CFO and other SLT members
follows the principles set out in the Remuneration policy and is
provided in the tables below:
2022 Remunerations
IN €
Annual
Base Salary
1
Annual
Bonus
Long Term
Equity
2
Pension
Expenses
Other Benefits
and Payments
3
Total
Average
to highest
compensation
ratio at the level
of SES SA
4
Chief Executive Officer 735,438 760,001 705,265 125,027 54,778 2,380,508 15x
Chief Financial Officer 439,616 365,669 319,463 66,561 22,833 1,214,143 8x
Other SLT Members 2,204,143 1,689,753 1,497,444 211,088 415,503 6,017,931 6x
Total 2022
3,379,197 2,815,423 2,522,172 402,676 493,114 9,612,582 –
2021 Remunerations
IN €
Annual
Base Salary
Annual
Bonus
Long Term
Equity
3
Pension
Expenses
Other Benefits
and Payments
4
Total
Chief Executive Officer 735,438 1,038,732 655,129 125,428 53,114 2,607,840
Chief Financial Officer 423,631 487,589 244,547 64,938 22,857 1,243,562
Other SLT Members 2,096,982 2,103,941 1,223,323 221,478 344,516 5,990,240
Total 2021
3,256,051 3,630,262 2,122,998 411,844 420,488 9,841,642
1 Annual base salary of other (than CEO and CFO) SLT Members ranges from 323,067 EUR to 414,227 EUR with an average at 373,450 EUR
2 Amortisation of Long Term Equity grants
3 Other benefits and payments include health care plans, death and disability insurance, company cars or car allowances and other payments
4 Average to highest compensation ratio (comprising annual base salary, bonus and equity at target) for all employees at the level of SES S.A.
Yearly Base Salary
The yearly base salary is reviewed annually by the Remuneration
Committee.
For new nominations, base salaries are set based on external bench-
marks while also considering the degree of qualification and experi-
ence required as well as the employment conditions at the time of the
offer.
Except for the Chief Executive Officer, yearly base salaries of SLT
members based in Luxembourg were adjusted in April 2022 following
the legally required cost of living adjustment (Luxembourg Index).
Annual Bonus
The annual bonus of SLT members is composed of two parts: (i) the
financial performance of the company; and (ii) the performance
against business objectives, accounting for 70% and 30% of the bonus
respectively.
The financial performance measures group actual achievement vs.
budget for three elements, revenue (accounting for 40%), EBITDA
(accounting for 40%), complemented by net operating cash flow
(accounting for 20%). The Board of Directors sets annual targets
during the annual budget process and confirms annual achievement
level. In 2022, the Group financial performance payout was confirmed
at 108% based on the weighted results for the three metrics.
SES ANNUAL REPORT 202282
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
Financial Performance Component of Annual Bonus
Annual Bonus Metric
1
Target
in MEUR
Actuals
in MEUR
Achievement
in %
Pay-out
per Metric Weighting Pay-out
Financial
Performance
(70%)
Revenue 1,890 1,857 98.3% 91.5% 40%
108.2%Adjusted EBITDA
2
1,085 1,094 100.8% 104.0% 40%
Net operating cash flow 859 1,037 120.8% 150.0% 20%
1 Based on an average €/$ FX rate of €1 = $1.055 and excluding the acquisition of DRS Global Enterprise Solutions (completed on 1 August 2022)
2 Adjusted EBITDA excludes material exceptional items, such as US C-band clearing
The business objectives are set annually by the Board at the start of
each performance year and relate to the strategic roadmap of the
Company.
The SES Board confirmed an achievement for 2022 at 92% which
applies equally to each SLT member including the CEO.
For confidentiality purposes, achievement of business objectives is
reported in aggregate with weighting per objective provided as
follows:
Business Objectives Component of Annual Bonus
Annual Bonus Objective Weighting Pay-out
Business
Objectives
(30%)
Strategic and
Business Execution 40%
92%
Deliver
O3b mPOWER 20%
Socially Responsible
and outwardly impactful 20%
Internal Transformation
and Operational
Excellence 20%
The main achievements in 2022, contributing to the 92% overall
pay-out were as follows:
Strategic and Business Execution:
• SES-17 was successfully brought into commercial service in June
2022
•
Completed value-accretive acquisition of DRS Global Enterprise
Solutions for $443 million on 1 August 2022
•
Three satellites were launched and are now operational supporting
our US C-band clearing initiative and resulting in Phase II clearing
on track to be completed on time
•
$170 million of incremental value created from completing additional
US C-band clearing for Verizon, ahead of expectations
Deliver O3b mPOWER
• The first two O3b mPOWER satellites were launched in December
2022
• TT&C system and ground deployed and operational including cus-
tomer gateways and ARC
• 10 O3b mPOWER products launched and operational in the market
•
More than $100m of new gross backlog was added in 2022,
including a landmark partnership with Reliance Jio in India, as well
as new business with Explora Journeys (part of MSC), Microsoft,
Marlink, and others
Socially Responsible and outwardly impactful
• Delivered the SES ESG Horizon strategy and targets
• ESG targets adopted in remuneration across the organisation
Internal transformation and operational efficiency
• Net Promoter Score improved from +34 to +39
• Achieved cost savings of more than €10 million above target, con-
tributing to an Adjusted EBITDA outturn which exceeded target
• Positive employee Net Promoter Score at +4
The 2022 annual bonus relates to the 2022 performance year and will
be paid in March 2023.
SES ANNUAL REPORT 202283
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
The overview of the 2022 annual bonus of the CEO, CFO and other
SLT members is provided in the table below:
Bonus SLT expense
IN €
Bonus
at target
(Abs.)
Bonus at
target
(% of Base
Salary)
Maximum
award limit
(150%)
Percentage
achievement
Bonus
Amount
Chief Executive Officer – Annual Bonus 2022 performance year 735,438 100% 1,103,156 103.3% 760,001
- Financial Performance (70%) 514,806 772,209 108.2% 557,020
- Busines Objectives (30%) 220,631 330,947 92.0% 202,981
Chief Financial Officer – Annual Bonus 2022 performance year 353,851 80% 530,776 103.3% 365,669
- Financial Performance (70%) 247,695 371,543 108.2% 268,006
- Busines Objectives (30%) 106,155 159,233 92.0% 97,663
Other SLT Members – Annual Bonus 2022 performance year 1,635,139 [50–80]% 2,452,709 103.3% 1,689,753
- Financial Performance (70%) 1,144,597 1,716,896 108.2% 1,238,454
- Busines Objectives (30%) 490,542 735,813 92.0% 451,298
Long Term Equity Incentives
The third element of the compensation package relates to the
long-term equity granted by the Company. The plan, administered by
the Remuneration Committee, permits the grant of three equity types:
(i) stock options; (ii) restricted shares; and (iii) performance shares.
The 2022 total grant value was divided into one-third of stock options,
one-sixth of restricted shares, and one half of performance shares.
Stock option grants prior to year 2021 have a vesting period of four
years with a yearly vesting of 25% on 1 January of each year following
the grant. For closer alignment with market practices, stock option
grants from year 2021 on have a three-year cliff vesting of 100% on
1 June of the third year following the grant year.
The Restricted Shares are FDRs granted with the sole condition that,
at vesting, the SLT member must be employed by SES. The Restricted
Shares vest on 1 June of the third year following the year of their grant.
Performance Shares are FDRs granted to SLT members and vest on
1 June of the third year following the year of their grant. Performance
shares granted prior to year 2021 are subject to the outcome of the
compounded three years adjusted Economic Value Added (EVA).
From grant 2021 onwards, vesting is subject to outcome of Total
Shareholder Return (TSR), measured on a relative basis to the median
TSR performance of a panel of comparable companies during a
three-year period.
For the 2022 vesting of performance shares, the EVA calculated over
the period 2019 to 2021 was positive at €193 million and thus triggered
100% vesting of the performance shares granted in 2019.
During 2022, the members of the SLT were awarded a combined total
of 1,111,357 options to acquire company FDRs at an exercise price of
€8,40 as well as 66,142 restricted shares as part of the company’s
long-term incentive plan and 198,426 performance shares. The CEO
was awarded 302,827 stock options, 18,023 restricted shares and
54,069 performance shares.
The detailed overview of the 2022 equity grant and vesting as well as
current shareholding for the CEO, CFO and other SLT members is
provided as follows:
SES ANNUAL REPORT 202284
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
Long Term Equity 2022
Long Term Equity Plan – 2022 Grant Equity Vesting in 2022
Registered
shares and
FDR’s – 31
December 2022IN € Components Grant Year Vesting Year
1
Units granted Grant Year Units vested
Chief Executive Officer Stock Options 2022 2025 302,827 2018 to 2020 271,509
193,132 Performance Shares 2022 2025 54,069 2019 24,399
Restricted Shares 2022 2025 18,023 2019 8,133
Chief Financial Officer Stock Options 2022 2025 138,765 2020 58,434
15,000 Performance Shares 2022 2025 24,777 2020 23,694
Restricted Shares 2022 2025 8,259 2020 7,898
Other SLT Members Stock Options 2022 2025 669,765 2018 to 2020 307,751
198,003 Performance Shares 2022 2025 119,580 2019 44,604
Restricted Shares 2022 2025 39,860 2019 14,868
1 Stock Options: for grants prior to 2021, vesting period over four years with a yearly vesting of 25% on 1 January of each year following the grant.
Cliff vesting of three years from 2021 grant year onward.
1 Performance and Restricted Shares: vesting on 1 June of the third year following the year of the grant.
Long Term Equity 2021
Long Term Equity Plan – 2021 Grant Equity Vesting in 2021
IN € Components Grant Year Vesting Year
1
Units granted Grant Year Units vested
Chief Executive Officer Stock Options 2021 2024 269,375 2017 to 2020 294,454
Performance Shares 2021 2024 51,162 2018 13,788
Restricted Shares 2021 2024 17,054 2018 9,192
Chief Financial Officer Stock Options 2021 2024 120,426 2020 58,434
Performance Shares 2021 2024 22,872 N/A N/A
Restricted Shares 2021 2024 7,624 N/A N/A
Other SLT Members Stock Options 2021 2024 563,797 2017 to 2020 414,206
Performance Shares 2021 2024 107,082 2018 40,335
Restricted Shares 2021 2024 35,694 2018 26,890
1 Stock Options: for grants prior to 2021, vesting period over four years with a yearly vesting of 25% on 1 January of each year following the grant.
Cliff vesting of three years from 2021 grant year onward.
1 Performance and Restricted Shares: vesting on 1 June of the third year following the year of the grant.
When exercising their vested stock options and their vested shares,
the SLT members must do this in accordance with the SES Dealing
Code (including requiring the prior authorisation from the Deputy
Corporate Secretary and/or Chief Financial Officer and provide selling
orders outside of a closed period).
During 2022, Christophe De Hauwer and Sandeep Jalan have sold all
performance and restricted shares that vested on 1 June 2022. Evie
Roos, Thai Rubin and Ruy Pinto sold some of the restricted and
performance shares that vested on 1 June 2022. Steve Collar, John
Baughn and John-Paul Hemingway kept all their restricted and
performance shares that vested on 1 June 2022. Steve Collar has sold
120,000 and purchased 30,000 stock options from 2020 Stock option
grant at the price of 5,973 per share. Sandeep Jalan, Evie Roos and
John Baughn have sold some stock options from their 2020 stock
option grant. As for the members of the Board, all transactions are
reported on the SES website, Management Disclosures.
Benefits package
As for the benefits provided to members of the SLT, they are aligned
with local and market practices and include pensions, health care
plans, death and disability insurances, company cars or car allowances
and other payments.
86 Audit Report
90 Consolidated income statement
91 Consolidated statement
of comprehensive income
92 Consolidated statement
of financial position
93 Consolidated statement
of cash flows
94 Consolidated statement of
changes in shareholders’ equity
96 Notes to the consolidated
financial statements
CONSOLIDATED
FINANCIAL
STATEMENTS
4
SES ANNUAL REPORT 202286
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
AUDIT REPORT
To the Shareholders of SES S.A.
REPORT ON THE AUDIT OF THE
CONSOLIDATED FINANCIAL STATEMENTS
OUR OPINION
In our opinion, the accompanying consolidated financial statements
give a true and fair view of the consolidated financial position of
SES S.A. (the “Company”) and its subsidiaries (the “Group”) as at
31 December 2022, and of its consolidated financial performance and
its consolidated cash flows for the year then ended in accordance
with International Financial Reporting Standards (IFRSs) as adopted
by the European Union.
Our opinion is consistent with our additional report to the Audit and
Risk Committee.
What we have audited
The Group’s consolidated financial statements comprise:
• the consolidated statement of financial position as at 31 Decem-
ber 2022;
• the consolidated income statement for the year then ended;
• the consolidated statement of comprehensive income for the year
then ended;
• the consolidated statement of cash flows for the year then ended;
• the consolidated statement of changes in shareholders’ equity for
the year then ended; and
• the notes to the consolidated financial statements, which include
a summary of significant accounting policies.
BASIS FOR OPINION
We conducted our audit in accordance with the EU Regulation
No 537/2014, the Law of 23 July 2016 on the audit profession (Law of
23 July 2016) and with International Standards on Auditing (ISAs)
as adopted for Luxembourg by the “Commission de Surveillance du
Secteur Financier” (CSSF). Our responsibilities under the EU Regu-
lation No 537/2014, the Law of 23 July 2016 and ISAs as adopted for
Luxembourg by the CSSF are further described in the “Responsibilities
of the “Réviseur d’entreprises agréé” for the audit of the consolidated
financial statements” section of our report.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with the International
Code of Ethics for Professional Accountants, including International
Independence Standards, issued by the International Ethics Standards
Board for Accountants (IESBA Code) as adopted for Luxembourg by
the CSSF together with the ethical requirements that are relevant to
our audit of the consolidated financial statements. We have fulfilled
our other ethical responsibilities under those ethical requirements.
To the best of our knowledge and belief, we declare that we have not
provided non-audit services that are prohibited under Article 5(1) of
the EU Regulation No 537/2014.
The non-audit services that we have provided to the Company and
its controlled undertakings, if applicable, for the year then ended, are
disclosed in >> Note 6 to the consolidated financial statements.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judg-
ment, were of most significance in our audit of the consolidated finan-
cial statements of the current period. These matters were addressed
in the context of our audit of the consolidated financial statements
as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
Business combination – acquisition of DRS Global Enter-
prise Solutions, Inc. (‘GES’)
On 1 August 2022, the Group completed the acquisition of the entire
issued and outstanding share capital of DRS Global Enterprise
Solutions, Inc. (“GES”) for a total consideration of 435 million EUR.
During the financial year, the Group completed the purchase price
allocation (“PPA”) arising from the acquisition of GES and recognised
final goodwill of 201 million EUR.
We focused on this area because of the quantitative impact of the
acquisition on the consolidated financial statements and because the
PPA exercise, which involves the identification of the acquired assets
and liabilities and their respective fair values, requires the use of
significant management judgment and estimates.
Management has engaged an external valuation expert to assist them
with the PPA exercise for the acquisition of GES.
PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg, T : +352 494848 1, F : +352 494848 2900, www.pwc.lu
Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n°10028256) R.C.S. Luxembourg B 65 477 – TVA LU25482518
SES ANNUAL REPORT 202287
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
How our audit addressed the key audit matter
• We reviewed the sale purchase agreement and other legal docu-
mentation related to the acquisition to obtain an understanding of
the transaction and to confirm the acquisition date and the con-
sideration transferred;
•
We assessed the completeness and accuracy of the accounting
treatment in accordance with IFRS 3 Business Combinations;
•
We assessed the competence, objectivity and capabilities of the
external valuation expert engaged by the Group to allocate pur-
chase price to identifiable assets acquired and liabilities assumed;
•
We also involved our internal valuation specialists to assist us in
evaluating the reasonableness of the key assumptions used in the
valuation, the appropriateness of the valuation methods, and the
completeness of the identifiable assets acquired and liabilities
assumed;
• We considered the appropriateness of the disclosures in >> Note 3
to the consolidated financial statements.
Impairment of goodwill and orbital slot license rights
(indefinite life)
Management performed the annual impairment test based on the
value in use determined on the basis of a discounted cash flows model
for each of the cash-generating units.
The Group has goodwill of 1,738 million EUR and orbital rights with
indefinite useful lives of
2,054 million EUR. An impairment expense of 77 million EUR was
recognised in relation to the goodwill at the level of the GEO North
America CGU for the year ended 31 December 2022 (see Note 15). An
impairment expense of 117 million EUR was recognised in relation to
the orbital slot license rights at the level of the GEO North America
CGU and of 9 million EUR at the level of the GEO International CGU
for the year ended 31 December 2022 (see >> Note 15).
We focused on this area due to the high level of judgment in relation
with the assumptions used in the calculation of the recoverable
amounts (forecasted cash flows, long-term growth rates, discount
rates, etc.).
How our audit addressed the key audit matter
• We evaluated the design and implementation of relevant internal
controls;
• We evaluated Management’s determination of the cash generating
units as well as the method and model used for the determination
of the value in use, considering the requirements of IAS 36;
• We involved valuation specialists and independently recalculated
the weighted average cost of capital based on the use of market
data and verified the long-term growth rate to market data;
•
We agreed the forecasted cash flows used for the calculation of the
value in use to the 2023 Business Plan as approved by the Board
of Directors;
•
We evaluated the forecasted revenue and costs assumptions,
considering our expectations in terms of significant developments
during the forecast period (significant new contracts or loss
thereof) and corroborated these with market data in respect of
demand for satellite capacity and pricing;
•
We evaluated the capital expenditure assumptions, considering
our expectations in terms of significant developments during the
forecast period (capital expenditure programs, replacement of
satellites) and the expected capital expenditure level in terminal
period in order to maintain the current assets base;
• We performed sensitivity analysis of the models to changes in the
key assumptions;
•
We considered the appropriateness of the disclosures in >> Note 15
to the consolidated financial statements.
Impairment of satellites
The Group has a space segment assets balance, representing primarily
satellites, of 3,250 million EUR as at 31 December 2022. An impairment
expense of 194 million EUR was recognised for the year ended
31 December 2022 in relation to several satellites, due to the change in
their forecasted future revenue (see >> Note 13).
The valuation of the satellites might be impacted by events that may
or may not be under Management’s control (e.g. solar array issues) or
by a decrease in revenue due to unfavorable market developments.
Moreover, there is a risk of impairment of the satellites due to obso-
lescence in the context of rapid evolution of technology.
How our audit addressed the key audit matter
• We evaluated the design and implementation of relevant internal
controls;
• We discussed with Management, and in particular the engineering
team about any satellite health issues and evaluated their impact
on the satellites’ capability to generate future cash inflows, and
implicitly on the recoverable amount of the satellites;
•
We evaluated the forecasted revenue and cost assumptions,
considering our expectations in terms of significant developments
during the forecast period (significant new contracts or loss
thereof) and corroborated these with market data in respect of
demand for satellite capacity and pricing;
• We involved valuation specialists and validated the method used
to derive the value in use of satellites presenting a risk of impair-
ment. We independently recalculated the weighted average cost
of capital based on the use of market data;
• We performed sensitivity analysis of the models to changes in the
key assumptions;
•
We considered the disclosures in >> Note 13 to the consolidated
financial statements and assessed their appropriateness.
SES ANNUAL REPORT 202288
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
OTHER INFORMATION
The Board of Directors is responsible for the other information. The
other information comprises the information stated in the consolidated
management report and the Corporate Governance Statement but
does not include the consolidated financial statements and our audit
report thereon.
Our opinion on the consolidated financial statements does not cover
the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the consolidated financial state-
ments, our responsibility is to read the other information identified
above and, in doing so, consider whether the other information is
materially inconsistent with the consolidated financial statements
or our knowledge obtained in the audit, or otherwise appears to be
materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other infor-
mation, we are required to report that fact.
We have nothing to report in this regard.
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
AND THOSE CHARGED WITH GOVERNANCE FOR
THE CONSOLIDATED FINANCIAL STATEMENTS
The Board of Directors is responsible for the preparation and fair pres-
entation of the consolidated financial statements in accordance with
IFRSs as adopted by the European Union, and for such internal con-
trol as the Board of Directors determines is necessary to enable the
preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Board of
Directors is responsible for assessing the Group’s ability to continue
as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
Board of Directors either intends to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the
Group’s financial reporting process.
The Board of Directors is responsible for presenting and marking up
the consolidated financial statements in compliance with the require-
ments set out in the Delegated Regulation 2019/815 on European Sin-
gle Electronic Format (“ESEF Regulation”).
RESPONSIBILITIES OF THE “RÉVISEUR
D’ENTREPRISES AGRÉÉ” FOR THE AUDIT OF
THE CONSOLIDATED FINANCIAL STATEMENTS
The objectives of our audit are to obtain reasonable assurance about
whether the consolidated financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue
an audit report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit con-
ducted in accordance with the EU Regulation No 537/2014, the Law
of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF
will always detect a material misstatement when it exists. Misstate-
ments can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of
these consolidated financial statements.
As part of an audit in accordance with the EU Regulation No 537/2014,
the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by
the CSSF, we exercise professional judgment and maintain profes-
sional scepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the con-
solidated financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrep-
resentations, or the override of internal control;
•
obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Group’s internal control;
• evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures
made by the Board of Directors;
• conclude on the appropriateness of the Board of Directors’ use of
the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related
to events or conditions that may cast significant doubt on the
Group’s ability to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw attention in
our audit report to the related disclosures in the consolidated
financial statements or, if such disclosures are inadequate, to mod-
ify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our audit report. However, future events
or conditions may cause the Group to cease to continue as a going
concern;
•
evaluate the overall presentation, structure and content of the con-
solidated financial statements, including the disclosures, and
whether the consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair
presentation; obtain sufficient appropriate audit evidence regarding
the financial information of the entities and business activities
within the Group to express an opinion on the consolidated finan-
cial statements. We are responsible for the direction, supervision
and performance of the Group audit. We remain solely responsible
for our audit opinion.
SES ANNUAL REPORT 202289
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding
independence, and communicate to them all relationships and other
matters that may reasonably be thought to bear on our independence,
and where applicable, actions taken to eliminate threats or safeguards
applied.
From the matters communicated with those charged with governance,
we determine those matters that were of most significance in the audit
of the consolidated financial statements of the current period and are
therefore the key audit matters. We describe these matters in our
audit report unless law or regulation precludes public disclosure about
the matter.
We assess whether the consolidated financial statements have been
prepared, in all material respects, in compliance with the requirements
laid down in the ESEF Regulation.
REPORT ON OTHER LEGAL AND
REGULATORY REQUIREMENTS
The consolidated management report is consistent with the con-
solidated financial statements and has been prepared in accordance
with applicable legal requirements.
The Corporate Governance Statement is included in the consolidated
management report. The information required by Article 68ter Para-
graph (1) Letters c) and d) of the Law of 19 December 2002 on the
commercial and companies register and on the accounting records
and annual accounts of undertakings, as amended, is consistent with
the consolidated financial statements and has been prepared in
accordance with applicable legal requirements.
We have been appointed as “Réviseur d’Entreprises Agréé” by the
General Meeting of the Shareholders on 7 April 2022 and the duration
of our uninterrupted engagement, including previous renewals and
reappointments, is 10 years.
We have checked the compliance of the consolidated financial state-
ments of the Group as at 31 December 2022 with relevant statutory
requirements set out in the ESEF Regulation that are applicable to
consolidated financial statements.
For the Group it relates to the requirement that:
•
the consolidated financial statements are prepared in a valid
XHTML format;
•
the XBRL markup of the consolidated financial statements uses the
core taxonomy and the common rules on markups specified in the
ESEF Regulation.
In our opinion, the consolidated financial statements of the Group
as at 31 December 2022, identified as “SES 2022 Annual report”,
have been prepared, in all material respects, in compliance with the
requirements laid down in the ESEF Regulation.
PricewaterhouseCoopers, Société coopérative
Represented by
François Mousel Luxembourg, 27 February 2023
SES ANNUAL REPORT 202290
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
Consolidated Income Statement
€MILLION 2022 2021
Revenue
>> Note 4 1,944 1,782
C-band repurposing income
>> Note 33 184 901
Cost of sales
>> Note 5 (351 ) (319 )
Staff costs
>> Note 5 (330 ) (304 )
Other operating expenses
>> Note 5 (205 ) (198 )
Operating expenses
>> Note 5 (886 ) (821 )
EBITDA
>> Note 35 1,242 1,862
Depreciation expense
>> Note 13 (642 ) (575 )
Property, plant and equipment impairment
>> Note 13 (194 ) (51 )
Amortisation expense
>> Note 15 (63 ) (95 )
Intangible assets impairment
>> Note 15 (203 ) (673 )
Operating profit
>> Note 4 140 468
Net financing costs
>> Note 7 (88 ) (71 )
Profit before tax 52 397
Consolidated Income Statement
€MILLION 2022 2021
Income tax (expense)/benefit
>> Note 8 (87 ) 49
(Loss)/profit after tax (35 ) 446
(Loss)/profit for the year (35 ) 446
Attributable to:
Owners of the parent (34 ) 453
Non-controlling interests (1 ) (7 )
(35 ) 446
Basic and diluted (loss)/earnings per share (in euro)
Class A shares
>> Note 11 (0.16 0.92
Class B shares
>> Note 11 (0.06 0.37
The notes are an integral part of the consolidated financial statements.
CONSOLIDATED
INCOME STATEMENT
For the year ended 31 December 2022
SES ANNUAL REPORT 202291
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
Consolidated Statement of Comprehensive Income
€MILLION 2022 2021
(Loss)/profit for the year (35 ) 446
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurements of post-employment benefit obligation 3 3
Income tax effect (1 ) (1 )
Remeasurements of post-employment benefit obligation, net of tax 2 2
Income tax relating to treasury shares impairment expense or reversal 2 1
Total items that will not be reclassified to profit or loss 4 3
Items that may be reclassified subsequently to profit or loss
Impact of currency translation
>> Note 10 295 471
Income tax effect
>> Note 10 (31 ) (36 )
Total impact of currency translation, net of tax 264 435
Consolidated Statement of Comprehensive Income
€MILLION 2022 2021
Net investment hedge
>> Note 19 (88 ) (102 )
Income tax effect
>> Note 19 24 26
Total net investment hedge, net of tax (64 ) (76 )
Total items that may be reclassified subsequently to profit or loss 200 359
Total other comprehensive income for the year, net of tax 204 362
Total comprehensive income for the year, net of tax 169 808
Attributable to:
Owners of the parent 168 815
Non-controlling interests 1 (7 )
The notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
For the year ended 31 December 2022
SES ANNUAL REPORT 202292
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
Consolidated Statement of Financial Position
€MILLION 2022 2021
Non-current assets
Property, plant and equipment
>> Note 13 3,630 3,773
Assets in the course of construction
>> Note 14 1,859 1,788
Total property, plant and equipment 5,489 5,561
Intangible assets
>> Note 15 4,291 3,790
Other financial assets 20 26
Trade and other receivables
>> Note 17 111 121
1
Deferred customer contract costs 7 9
Deferred tax assets
>> Note 9 499 568
Total non-current assets 10,417 10,075
1
Current assets
Inventories 34 23
Trade and other receivables
>> Note 17 1,033 1,727
1
Deferred customer contract costs 4 3
Prepayments 47 48
Income tax receivable 25 13
Cash and cash equivalents
>> Note 20 1,047 1,049
Total current assets 2,190 2,863
1
Total assets 12,607 12,938
1
Consolidated Statement of Financial Position
€MILLION 2022 2021
Equity
Attributable to the owners of the parent
>> Note 21 5,596 5,670
Non-controlling interests
>> Note 22 62 63
Total equity 5,658 5,733
Non-current liabilities
Borrowings
>> Note 24 3,629 3,524
Provisions
>> Note 25 7 6
Deferred income
>> Note 16 359 388
1
Deferred tax liabilities >> Note 9 434 399
Other long-term liabilities
>> Note 27 107 83
Lease liabilities
>> Note 30 30 22
Fixed assets suppliers
>> Note 28 740 472
Total non-current liabilities 5,306 4,894
1
Current liabilities
Borrowings
>> Note 24 719 57
Provisions
>> Note 25 67 56
Deferred income
>> Note 16 189 187
1
Trade and other payables >> Note 26 367 292
Lease liabilities
>> Note 30 15 11
Fixed assets suppliers
>> Note 28 264 1,554
Income tax liabilities 22 154
Total current liabilities 1,643 2,311
1
Total liabilities 6,949 7,205
1
Total equity and liabilities 12,607 12,938
1
1 Restated in order to reflect the netting of unbilled accrued revenue and deferred income as disclosed in >> Note 16.
The notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
As at 31 December 2022
SES ANNUAL REPORT 202293
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
Consolidated Statement of Cash Flows
€MILLION 2022 2021
Profit before tax 52 397
Taxes paid during the year (186 ) (31 )
Interest expense on borrowings
>> Note 7 102 95
Depreciation, amortisation and impairment
>> Notes 13, 15 1,102 1,394
Amortisation of client upfront payments (69 ) (65 )
Other non-cash items in the consolidated income statement 27 (40 )
Consolidated operating profit adjusted for non-cash items and tax pay-
ments and before working capital changes 1,028 1,750
Changes in working capital
(Increase)/decrease in inventories (6 ) 4
Decrease/(Increase) in trade and other receivables 441 (492 )
Decrease in prepayments 4 15
Decrease/(increase) in trade and other payables 8 (25 )
Increase in upfront payments 1 42
Changes in working capital 448 (456 )
Net cash generated by operating activities 1,476 1,294
Cash flow from investing activities
Payments for acquisition of subsidiary, net of cash acquired (435 ) –
Payments for purchases of intangible assets (42 ) (37 )
Payments for purchases of tangible assets (1,312 ) (243 )
Other investing activities (9 ) (3 )
Net cash absorbed by investing activities
(1,798 ) (283 )
Consolidated Statement of Cash Flows
€MILLION 2022 2021
Cash flow from financing activities
Proceeds from borrowings
>> Notes 31, 24 744 159
Repayment of borrowings
>> Notes 31, 24 (57 ) (614 )
Proceeds from Perpetual bond, net of transaction costs
>> Note 21 – 617
Redemption of Perpetual bond, net of transaction costs
>> Note 21 – (768 )
Coupon paid on perpetual bond
>> Note 21 (49 ) (85 )
Dividends paid on ordinary shares
1
>> Note 12 (219 ) (181 )
Dividends paid to non-controlling interest – (2 )
Interest paid on borrowings (103 ) (121 )
Payments for acquisition of treasury shares – (119 )
Proceeds from treasury shares sold and exercise of stock options 4 1
Lease payments
>> Note 30 (17 ) (14 )
Payment in respect of changes in ownership interest in subsidiaries 2 –
Net cash generated by / (absorbed by) financing activities 305 (1,127 )
Net foreign exchange movements 15 3
Net increase in cash (2 ) (113 )
Cash and cash equivalents at beginning of the year
>> Note 20 1,049 1,162
Cash and cash equivalents at end of the year
>> Note 20 1,047 1,049
1 Dividends are presented net of dividends received on treasury shares of EUR 11 million (2021: EUR 2 million)
The notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENT
OF CASH FLOWS
For the year ended 31 December 2022
SES ANNUAL REPORT 202294
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
Consolidated Statement of Changes in Shareholders’ Equity
Attributable to owners of the parent
€MILLION
Issued
capital
Share
premium
Treasury
shares
Perpetual
bond
Other
reserves
2
Retained
earnings
Foreign
currency
translation
reserve Total
Non-
controlling
interest Total equity
At 1 January 2022 719 1,636 (189 ) 1,175 2,227 453 (351 ) 5,670 63 5,733
Result for the year – – – – – (34 ) – (34 ) (1 ) (35 )
Other comprehensive income – – – – 4 – 198 202 (2 ) 204
Total comprehensive income for the year – – – – 4 (34 ) 198 168 1 169
Allocation of 2021 result – – – – 453 (453 ) – – – –
Cancellation of shares (>> Note 21) (23 ) (72 ) 95 – – – – – – –
Coupon on perpetual bond (>> Note 21) – – – – (49 ) – – (49 ) – (49 )
Tax on perpetual bond coupon (>> Note 21) – – – – 14 – – 14 – 14
Dividends provided for or paid
1
Share-based compensation expense (>> Note 23) – – – – 9 – – 9 – 9
Exercise of share-based compensation – – 14 – (11 ) – – 3 – 3
Transactions with non-controlling interest – – – – – – – – 2 2
At 31 December 2022 696 1,564 (80 ) 1,175 2,428 (34 ) (153 ) 5,596 62 5,658
1 Dividends are presented net of dividends received on treasury shares of EUR 11 million.
2 The non-distributable items included in other reserves are described in >> Note 21.
The notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENT OF
CHANGES IN SHAREHOLDERS’ EQUITY
For the year ended 31 December 2022
SES ANNUAL REPORT 202295
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
Consolidated Statement of Changes in Shareholders’ Equity
Attributable to owners of the parent
€MILLION
Issued
capital
Share
premium
Treasury
shares
Perpetual
bond
Other
reserves
2
Retained
earnings
Foreign
currency
translation
reserve Total
Non-
controlling
interest Total equity
At 1 January 2021 719 1,636 (76 ) 1,300 2,583 (86 ) (710 ) 5,366 72 5,438
Result for the year – – – – – 453 – 453 (7 ) 446
Other comprehensive income – – – – 3 – 359 362 – 362
Total comprehensive income for the year
Allocation of 2020 result – – – – (86 ) 86 – – – –
Issue of new Perpetual bond, net of transaction costs – – – 625 (8 ) – – 617 – 617
Redemption of Perpetual bond, net of transaction costs – – – (750 ) (18 ) – – (768 ) – (768 )
Coupon on perpetual bond (>> Note 21) – – – – (85 ) – – (85 ) – (85 )
Tax on perpetual bond coupon (>> Note 21) – – – – 20 – – 20 – 20
Dividends provided for or paid
1
Acquisition of treasury shares – – (119 ) – – – – (119 ) – (119 )
Share-based compensation expense (>> Note 23) – – – – 5 – – 5 – 5
Exercise of share-based compensation – – 6 – (6 ) – – – – –
At 31 December 2021 719 1,636 (189 ) 1,175 2,227 453 (351 ) 5,670 63 5,733
1 Dividends are presented net of dividends received on treasury shares of EUR 2 million.
2 The non-distributable items included in other reserves are described in >> Note 21.
The notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENT OF
CHANGES IN SHAREHOLDERS’ EQUITY
For the year ended 31 December 2021
SES ANNUAL REPORT 202296
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
31 December 2022
pany is at: Château de Betzdorf, L-6815 Betzdorf, Luxembourg.
SES ANNUAL REPORT 202297
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 202298
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 202299
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022100
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022101
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022102
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022103
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022104
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022105
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022106
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022107
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022108
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022109
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022110
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022111
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022112
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022113
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022114
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022115
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022116
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022117
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022118
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022119
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022120
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022121
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022122
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022123
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022124
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022125
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022126
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022127
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022128
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022129
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022130
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022131
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022132
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022133
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022134
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022135
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022136
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022137
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022138
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022139
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022140
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022141
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022142
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022143
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022144
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022145
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022146
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022147
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022148
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022149
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022150
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022151
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022152
1
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& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES ANNUAL REPORT 2022153
1
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& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
SES S.A.
ANNUAL
ACCOUNTS
5
155 Audit report
158 Balance sheet
159 Profit and loss account
160 Statement of changes
in shareholders’ equity
161 Notes to the annual accounts
SES ANNUAL REPORT 2022155
1
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& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
AUDIT REPORT
To the Shareholders of SES S.A.
REPORT ON THE AUDIT OF
THE ANNUAL ACCOUNTS
OUR OPINION
In our opinion, the accompanying annual accounts give a true and fair
view of the financial position of SES S.A. (the “Company”) as at
31 December 2022, and of the results of its operations for the year
then ended in accordance with Luxembourg legal and regulatory
requirements relating to the preparation and presentation of the
annual accounts.
Our opinion is consistent with our additional report to the Audit and
Risk Committee.
What we have audited
The Company’s annual accounts comprise:
• the balance sheet as at 31 December 2022;
• the profit and loss account for the year then ended;
• the statement of changes in shareholders’ equity as at 31 Decem-
ber 2022; and
• the notes to the annual accounts, which include a summary of sig-
nificant accounting policies.
BASIS FOR OPINION
We conducted our audit in accordance with the EU Regulation
No 537/2014, the Law of 23 July 2016 on the audit profession (Law of
23 July 2016) and with International Standards on Auditing (ISAs) as
adopted for Luxembourg by the “Commission de Surveillance du
Secteur Financier” (CSSF). Our responsibilities under the EU Regu-
lation No 537/2014, the Law of 23 July 2016 and ISAs as adopted for
Luxembourg by the CSSF are further described in the “Responsibili-
ties of the “Réviseur d’entreprises agréé” for the audit of the annual
accounts” section of our report.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
We are independent of the Company in accordance with the Inter-
national Code of Ethics for Professional Accountants, including
International Independence Standards, issued by the International
Ethics Standards Board for Accountants (IESBA Code) as adopted
for Luxembourg by the CSSF together with the ethical requirements
that are relevant to our audit of the annual accounts. We have fulfilled
our other ethical responsibilities under those ethical requirements.
To the best of our knowledge and belief, we declare that we have not
provided non-audit services that are prohibited under Article 5(1) of
the EU Regulation No 537/2014.
The non-audit services that we have provided to the Company and
its controlled undertakings, if applicable, for the year then ended, are
disclosed in >> Note 19 to the annual accounts.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judg-
ment, were of most significance in our audit of the annual accounts
of the current period. These matters were addressed in the context
of our audit of the annual accounts as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these
matters.
Valuation of the shares in affiliated undertakings
The Company has investments in shares in affiliated undertakings in
net amount of 5,422 million EUR (see >> Note 4), which includes
214 million EUR of value adjustments recorded during the year then
ended.
Management’s assessment of the recoverable amount of investments
in subsidiaries requires significant judgement in the determination of
the level at which the investments in affiliated undertakings are tested
for impairment taking into account the substance of the business
activity, interdependency of the cash flows between the different sub-
sidiaries and their level of integration.
Moreover, the determination of the recoverable value requires signif-
icant estimates as it relates to the estimation of the forecasted cash
flows and of the discount rates and long-term growth rates.
We focused on this area due to the inherent complexity and judge-
ment in the estimate for the recoverable amount of the investments
in affiliated undertakings and the materiality of the balance.
PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg, T : +352 494848 1, F : +352 494848 2900, www.pwc.lu
Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n°10028256) R.C.S. Luxembourg B 65 477 - TVA LU25482518
SES ANNUAL REPORT 2022156
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& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
How our audit addressed the key audit matter
•
We tested the design and implementation of relevant internal
controls;
•
We evaluated Management’s methodology used to estimate the
recoverable amount of the investments in affiliated undertakings.
To that effect, we noted that Management has grouped certain
undertakings together for the purposes of testing them for impair-
ment in order to appropriately reflect the substance of the activity,
interdependency of cash flows and the level of integration of their
operations;
•
We evaluated, where Management planned a divestiture/restruc-
turing at undertaking level, the impact on the recoverable amount
determined at the individual affiliated undertaking level;
• When Management has grouped certain undertakings together for
the purposes of testing them for impairment, we involved valuation
specialists and independently recalculated the weighted average
cost of capital based on the use of market date and challenged the
long-term growth rate applied based on market data;
• We agreed the forecasted cash flows used for the determination of
the recoverable value to the 2023 Business Plan as approved by
the Board of Directors;
•
We evaluated the forecasted revenue and costs assumptions,
considering our expectations in terms of significant developments
during the forecast period (significant new contracts or loss
thereof) and corroborated these with market data in respect of
demand for satellite capacity and pricing;
•
We evaluated the capital expenditure assumptions, considering our
expectations in terms of significant developments during the fore-
cast period (capital expenditure programs, replacement of satel-
lites) and the expected capital expenditure level in terminal period
in order to maintain the current assets base;
• We performed sensitivity analysis of the models to changes in the
key assumptions;
• When Management has undertaken the testing for impairment at
individual affiliated undertaking level, we have obtained the related
independent valuation reports and evaluated the related value
adjustment calculations where required;
• We considered the appropriateness of the disclosures in >> Note 4
to the annual accounts.
OTHER INFORMATION
The Board of Directors is responsible for the other information. The
other information comprises the information stated in the manage-
ment report and the Corporate Governance Statement but does not
include the annual accounts and our audit report thereon.
Our opinion on the annual accounts does not cover the other infor-
mation and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the annual accounts, our responsibility
is to read the other information identified above and, in doing so,
consider whether the other information is materially inconsistent with
the annual accounts or our knowledge obtained in the audit, or other-
wise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing
to report in this regard.
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
AND THOSE CHARGED WITH GOVERNANCE FOR
THE ANNUAL ACCOUNTS
The Board of Directors is responsible for the preparation and fair
presentation of the annual accounts in accordance with Luxembourg
legal and regulatory requirements relating to the preparation and
presentation of the annual accounts, and for such internal control as
the Board of Directors determines is necessary to enable the pre-
paration of annual accounts that are free from material misstatement,
whether due to fraud or error.
In preparing the annual accounts, the Board of Directors is responsible
for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Board of Directors
either intends to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the
Company’s financial reporting process.
The Board of Directors is responsible for presenting the annual
accounts in compliance with the requirements set out in the Dele-
gated Regulation 2019/815 on European Single Electronic Format
(“ESEF Regulation”).
SES ANNUAL REPORT 2022157
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& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
RESPONSIBILITIES OF THE “RÉVISEUR D’ENTRE-
PRISES AGRÉÉ” FOR THE AUDIT OF THE ANNUAL
ACCOUNTS
The objectives of our audit are to obtain reasonable assurance about
whether the annual accounts as a whole are free from material mis-
statement, whether due to fraud or error, and to issue an audit report
that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accord-
ance with the EU Regulation No 537/2014, the Law of 23 July 2016
and with ISAs as adopted for Luxembourg by the CSSF will always
detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these annual
accounts.
As part of an audit in accordance with the EU Regulation No 537/2014,
the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by
the CSSF, we exercise professional judgment and maintain profes-
sional scepticism throughout the audit. We also:
•
identify and assess the risks of material misstatement of the annual
accounts, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control;
• obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control;
• evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures
made by the Board of Directors;
• conclude on the appropriateness of the Board of Directors’ use of
the going concern basis of accounting and, based on the audit evi-
dence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Com-
pany’s ability to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw attention in
our audit report to the related disclosures in the annual accounts
or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the
date of our audit report. However, future events or conditions may
cause the Company to cease to continue as a going concern;
•
evaluate the overall presentation, structure and content of the
annual accounts, including the disclosures, and whether the annual
accounts represent the underlying transactions and events in a
manner that achieves fair presentation.
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that
we have complied with relevant ethical requirements regarding inde-
pendence, and communicate to them all relationships and other mat-
ters that may reasonably be thought to bear on our independence,
and where applicable, actions taken to eliminate threats or safeguards
applied.
From the matters communicated with those charged with governance,
we determine those matters that were of most significance in the audit
of the annual accounts of the current period and are therefore the
key audit matters. We describe these matters in our audit report
unless law or regulation precludes public disclosure about the matter.
We assess whether the annual accounts have been prepared, in all
material respects, in compliance with the requirements laid down in
the ESEF Regulation.
REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS
The management report is consistent with the annual accounts and
has been prepared in accordance with applicable legal requirements.
The Corporate Governance Statement is included in the management
report. The information required by Article 68ter Paragraph (1) Let-
ters c) and d) of the Law of 19 December 2002 on the commercial
and companies register and on the accounting records and annual
accounts of undertakings, as amended, is consistent with the annual
accounts and has been prepared in accordance with applicable legal
requirements.
We have been appointed as “Réviseur d’Entreprises Agréé” by the
General Meeting of the Shareholders on 7 April 2022 and the duration
of our uninterrupted engagement, including previous renewals and
reappointments, is 10 years.
We have checked the compliance of the annual accounts of the Com
-
pany as at 31 December 2022 with relevant statutory requirements
set out in the ESEF Regulation that are applicable to annual accounts.
For the Company it relates to the requirement that annual accounts
are prepared in a valid XHTML format.
In our opinion, the annual accounts of the Company as at 31 Decem-
ber 2022, identified as “SES 2022 Annual report”, have been prepared,
in all material respects, in compliance with the requirements laid down
in the ESEF Regulation.
PricewaterhouseCoopers, Société coopérative
Represented by
François Mousel Luxembourg, 27 February 2023
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ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
BALANCE SHEET
As at 31 December 2022
Liabilities
€MILLION Note 2022 2021
Capital and reserves
Subscribed capital
7 696.5 719.0
Share premium account
7 1,832.3 1,890.2
Reserves
Legal reserve
8 71.9 71.9
Reserve for own shares
9 40.0 54.0
Profit brought forward 2,132.0 2,776.8
Profit for the financial year 646.9 (428.7)
5,419.6 5,083.2
Creditors
2.2.6
Debenture loans – Non-convertible loans 10
becoming due and payable within one year 778.0 65.9
becoming due and payable after more than one year 4,299.4 4,639.4
Amounts owed to credit institutions
10
becoming due and payable within one year – 40.2
becoming due and payable after more than one year – –
Trade creditors
becoming due and payable within one year 2.0 1.0
Amounts owed to affiliated undertakings
10
becoming due and payable within one year 1,988.9 1,626.8
becoming due and payable after more than one year 188.0 587.3
Other creditors
Social security authorities 0.4 0.4
Other creditors
11
becoming due and payable within one year 203.0 711.8
payable after more than one year 259.1 277.6
7,718.8 7
,950.4
T
otal liabilities (Capital, Reserves, Liabilities) 13,138.4 1
3,033.6
The accompanying notes form an integral part of the annual accounts.
Assets
€MILLION Note 2022 2021
Fixed Assets
Int
angible assets 0.4 0.4
Payments on account and intangible assets under development
2.2.1 8.3 4.1
Financial assets
2.2.2, 4
Shares in affiliated undertakings
4 a 5,421.7 5,032.0
Loans to affiliated undertakings
4 b 2,805.3 3,252.7
8.235.7 8,289.2
C
urrent Assets
D
ebtors
2.2.3
Amounts owed by affiliated undertakings
b
ecoming due and payable within one year
5 a 3,646.7 3,416.3
becoming due and payable after one year
5 a 269.7 287.1
O
ther debtors
b
ecoming due and payable within one year
5 b 30.9 16.6
In
vestments
O
wn shares
2.2.4, 6 40.0 54.0
Cash a
t bank and cash in hand 890.7 9
35.1
4,878.0 4,
709.1
Pr
epayments
2.2.5 24.7 35.3
Total assets 13,138.4 1
3,033.6
The accompanying notes form an integral part of the annual accounts.
SES ANNUAL REPORT 2022159
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& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
PROFIT AND LOSS ACCOUNT
For the year ended 31 December 2022
Profit and Loss Account
€MILLION Note 2022 2021
Interest payable and similar expenses
concerning affiliated undertakings
3, 18 a (54.4) (29.5)
other interest and similar expenses
18 b (342.8) (375.0)
Tax on profit or loss (1.9) (0.4)
Profit or loss for the financial year 646.9 (428.7)
The accompanying notes form an integral part of the annual accounts.
Profit and Loss Account
€MILLION Note 2022 2021
Other operating income
12 17.8 27.3
Raw material and consumables and other external expenses
Other external expenses
12 (27.5) (28.8)
Staff costs
13
Wages and salaries
(16.2) (15.6)
Social security costs
relating to pensions
(1.8) (1.7)
other social security costs
0.2 (0.6)
Other staff costs
(0.1) (0.1)
Other operating expenses
(3.3) (3.0)
Income from participating interest
derived from affiliated undertakings 2.2.8, 14 688.0 1,896.8
Income from other investments and loans forming part of fixed assets
derived from affiliated undertakings 15 90.8 85.0
Other interest receivable and similar income
derived from affiliated undertakings 3, 16 a 235.5 40.5
other interest and similar income
16 b 221.3 228.6
Value adjustment in respect of financial assets and of investments held as
current assets 17 (158.7) (2,252.2)
SES ANNUAL REPORT 2022160
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& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
As at 31 December 2022
Statement of Changes in Shareholders’ Equity
€MILLION Subscribed capital Share premium Legal reserve Other reserves* Result for the year Total
At 1 January 2021 719.0 1,890.2 71.9 2,506.1 508.8 5,696.0
Allocation of result – – – 508.8 (508.8) –
Distribution of dividends – – – (184.1) – (184.1)
Profit for the financial year – – – – (428.7) (428.7)
At 31 December 2021
719.0 1,890.2 71.9 2,830.8 (428.7) 5,083.2
At 1 January 2022 719.0 1,890.2 71.9 2,830.8 (428.7) 5,083.2
Allocation of result – – – (428.7) 428.7 –
Share Capital reduction (22.5) (57.9) – – – (80.4)
Distribution of dividends – – – (230.1) – (230.1)
Profit for the financial year – – – – 646.9 646.9
At 31 December 2022
696.5 1,832.3 71.9 2,172.0 646.9 5,419.6
* Including reserves for own shares, other non available reserves and profit brought forward.
The accompanying notes form an integral part of the annual accounts.
SES ANNUAL REPORT 2022161
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& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
NOTES TO THE
ANNUAL ACCOUNTS
As at 31 December 2022
NOTE 1 – GENERAL INFORMATION
SES S.A. (hereafter ‘SES’ or ‘the Company’) was incorporated on
16 March 2001 as a limited liability company (Société Anonyme) under
the laws of the Grand-Duchy of Luxembourg for an unlimited period.
The registered office of the Company is at: Château de Betzdorf,
L-6815 Betzdorf, Luxembourg.
The purpose of the Company is to take generally any interest what-
soever in electronic media and to be active, more particularly, in the
communications area via satellites and to invest, directly or indirectly,
in other companies that are actively involved in the satellite commu-
nication industry.
The Company prepares consolidated financial statements for the SES
Group which are drawn up in accordance with International Financial
Reporting Standards as endorsed by the European Union (‘IFRS’) and
are published according to the provisions of the Luxembourg law. The
accounting period of the Company is from 1 January to 31 December.
Article 65, Paragraph (1) 2º of the Law of 19 December 2002 on the
register of commerce and companies and the accounting and annual
accounts of undertakings (the “Law”) requires the disclosure of the
amount of capital and reserves and profit and loss for the last finan-
cial year of each affiliated undertaking. In conformity with Art.67 (3)
of the Law, these details have been omitted as the Company prepares
consolidated financial statements and these consolidated financial
statements, and the related management report and auditors’ report
thereon, have been lodged with the Luxembourg Trade Registry.
The Company’s Fiduciary Deposit Receipts (‘FDRs’) have been listed
on the Luxembourg Stock Exchange since 1998 and on Euronext Paris
since 2004 under the symbol SESG. FDRs can be traded freely and
are convertible into an equal number of Class A shares at any time,
and at no cost, at the option of the holder under the conditions appli-
cable in the Company’s articles of association, and in accordance with
the terms of the FDRs.
Until April 2022, the Company had a 99.94% interest in a partnership,
SES Global Americas Holdings GP, whose accounts were integrated
into those of the Company to the level of its partnership interest. In
April 2022 the partnership was converted into a separate legal entity
named SES Global Americas Holdings Inc. (refer to >> Note 3).
NOTE 2 – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
AND VALUATION RULES
2.1. BASIS OF PREPARATION
The annual accounts are prepared in accordance with the Luxem-
bourg legal and regulatory requirements under the historical cost
convention relating to the preparation and presentation of the annual
accounts. Accounting policies and valuation rules are, besides the
ones laid down by the amended Law of 19 December 2002, deter-
mined and applied by the Board of Directors.
The preparation of annual accounts requires the use of certain critical
accounting estimates. It also requires the Board of Directors to exer-
cise its judgment in the process of applying the accounting policies.
Changes in assumptions may have a significant impact on the annual
accounts in the period in which the assumptions are changed.
Management believes that the underlying assumptions are appro-
priate and that the annual accounts therefore present the financial
position and results fairly.
Management makes estimates and assumptions that may affect the
reported amounts of assets and liabilities in the next financial year(s).
Estimates and judgments are regularly re-evaluated, and are based
on historical experience and other factors, including expectations of
future events that are believed to be reasonable under the circum-
stances.
2.2. SIGNIFICANT ACCOUNTING POLICIES
The main accounting policies and valuation rules applied by the Com-
pany are the following:
2.2.1. Intangible assets
Amounts related to the development of software and other related
expenses, are included in the balance sheet when incurred. Development
expenditure is capitalised when its future recoverability can be regarded
as assured. The expenditure is transferred to assets in use, and depre-
ciation commences, when the resulting asset is put into service.
2.2.2. Financial assets
Shares in affiliated undertakings held by the Company are recorded
at acquisition cost.
In the case of a permanent diminution in the value of a financial fixed
asset in the opinion of the Board of Directors, a value adjustment is
made such that the investment is valued at the lower figure. Value
adjustments are not maintained if the reasons for which they were
made have ceased to apply.
In some instances, where the Board of Directors believes that it is
more appropriate under the circumstances and better reflects the
substance of the activity, the interdependency of cash flows between
SES subsidiaries, and their level of integration, have been considered
in assessing the carrying value of the financial assets.
SES ANNUAL REPORT 2022162
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& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
In those instances, investments in certain undertakings have been
grouped together for the purposes of testing them for impairment -
similarly to cash generating units (‘CGUs’) as defined in IAS 36
“Impairment of Assets” under IFRS.
However, as set out in >> Note 5, where a contractual disposal of an
investment included in one of the cash-generating units triggers the
recognition of a book loss then this loss is recorded by the Company
in the result of the period when the transaction was approved and the
magnitude of the loss was ascertained.
Loans to affiliated undertakings are valued at their nominal value.
Value adjustments are recorded on loans which appear to be partly
or wholly irrecoverable. These value adjustments are not maintained
if the reasons for which they were made have ceased to apply.
2.2.3. Debtors
Debtors are recorded at their nominal value. They are subject to value
adjustments where their recovery is uncertain. These value adjust-
ments are not continued if the reasons for which they were made have
ceased to apply.
2.2.4. Investments – own shares
Own shares are recorded at acquisition cost, including expenses
incidental thereto. At the balance sheet date, own shares are valued
at the lower of acquisition cost and a valuation calculated based on
weighted average cost or market value.
A value adjustment is recorded where the market value is lower than
the acquisition cost. These value adjustments are not maintained if
the reasons for which the value adjustments were made have ceased
to apply.
2.2.5. Prepayments
Prepayments represent expenditures incurred during the financial
year but relating to a subsequent financial year.
Loan origination costs are recorded at their nominal value, and are
presented as prepayments. These costs are amortised over the
remaining estimated loan periods based on the Company’s financing
strategy.
2.2.6. Creditors
Debenture loans and amounts owed to credit institutions are recorded
at their reimbursement value. Where the amount repayable is greater
than the amount received, then the difference is shown as an asset and
is written off on a straight-line basis over the term of the borrowing.
2.2.7. Foreign currency translation
The Company maintains its books and records in euro (EUR). Trans-
actions expressed in currencies other than the euro are translated
into euros at the exchange rates effective at the time of the transac-
tion.
Except for fixed assets, all assets and liabilities denominated in foreign
currencies are converted at the rate of exchange ruling at the balance
sheet date. Realised and unrealised gains and losses are recognised
in the profit and loss account.
Fixed assets denominated in currencies other than euro, except for
loans to affiliated undertakings classified as financial fixed assets, are
translated into euro at the exchange rate effective at the time of the
transaction. At the balance sheet date, these assets remain translated
at historical exchange rates.
The foreign exchange result for the year has been presented on a net
basis.
2.2.8. Dividends paid and received
Dividends are declared after the annual accounts for the year have
been approved. Accordingly, dividends payable are recorded in the
subsequent year’s annual accounts. Dividends receivable on own
shares are recorded as income in the year in which the dividend is
approved.
Dividends receivable from affiliated undertakings are recorded as
income in the year in which they are approved by the subsidiary.
2.2.9. Share-based compensation
Employees of the Company receive remuneration in the form of
share-based compensation, whereby employees render services to
the Company as consideration for equity instruments.
Four share-based compensation schemes have been established by
the Company and are available to members of the Company’s staff,
and to employees of the SES Group:
Equity settled plans:
• The Stock Appreciation Rights Plan (‘STAR Plan’)
• Executive Incentive Compensation Plan (‘EICP’)
• Long-Term Incentive Programme (‘LTIP’)
Cash settled plan:
• Simulated Restricted Stock Units plan (‘SRSU Plan’)
A charge, representing the difference between the acquisition cost
of own shares and exercise price, is recognised in the profit and loss
account on the exercising of share option/shares.
The SRSU Plan was inaugurated in 2017 and is replacing, over time,
the Star Plan. SRSUs are delivered on 1 June following a three-year
vesting period. Delivery occurs through a gross cash payment in the
June payroll cycle instead of in FDR’s.
For the cash-settled plan, a charge corresponding to the number of
SRSUs outstanding at the share price on 31 December 2022 is rec-
ognised in the profit and loss account on a pro-rata basis over the
vesting period and is presented as part of ‘Wages and salaries’ in the
profit and loss account. A corresponding liability is recorded and pre-
sented in the balance sheet under ‘Other creditors’.
SES ANNUAL REPORT 2022163
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
NOTE 3 – CONVERSION OF SES GLOBAL
AMERICAS HOLDINGS GP
Until April 2022, the Company had a 99.94% interest in a partnership,
SES Global Americas Holdings GP, whose accounts were integrated
into those of the Company to the level of its share in the partnership.
In April 2022 the partnership was converted into a separate legal
entity named SES Global Americas Holdings Inc..
On conversion, all assets and liabilities of the partnership were
deemed disposed against a fair market value of 99.94% interest in
SES Global Americas Holdings Inc. in the amount of EUR 2,117.2 mil-
lion, generating a gain of EUR 135.5 million.
The impact of the conversion on the annual accounts of the Company
was as follows:
The impact of conversion of SES Global Americas Holdings GP
€MILLION
Shares in affiliated undertakings (831.9)
Disposal of 99.94% in SES Global-Americas, Inc. (2,919.2)
Disposal of 32.34% in SES Astra A.B. (29.9)
Acquisition of 99.94% in SES Global Americas Holdings Inc 2,117.2
Debtors
Amounts owed by affiliated undertakings due and payable within one year (284.4)
Short term loan to SES Americom Inc. (284.4)
Prepayments (11.7)
Loan origination costs related to 144A Bond USD 500 million (2044) (11.7)
Total Assets (1,128.0)
Creditors
Debenture loans - Non convertible loans due and payable after one year (476.7)
144A Bond USD 500 million (2044) (476.7)
Amounts owed to affiliated undertakings due and payable within one year (217.5)
Current accounts (217.5)
Amounts owed to affiliated undertakings due and payable after one year (569.3)
Long term loan from SES Americom Inc. (569.3)
Total Liabilities (1,263.5)
Other interest receivable and similar income – derived from affiliated undertakings 50.3
Gain on sale of 144A Bond USD 500 million (2044) 50.3
85.2
Gain on disposal of shares in .SES Global – Americas, Inc. 75.2
Gain on disposal of shares SES Astra A.B. 10.0
Profit for the Financial Year 135.5
The accompanying notes form an integral part of the annual accounts.
SES ANNUAL REPORT 2022164
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
NOTE 4 – FINANCIAL ASSETS
A) SHARES IN AFFILIATED UNDERTAKINGS
Movement in Shares in Affiliated Undertakings
€MILLION 2022 2021
Historic cost:
As at 1 January: 7,323.4 7,275.7
Increase 3,933.2 97.0
Decrease (3,929.1) (49.3)
Transfer (104.7) –
As at 31 December 7,222.8 7,323.4
Accumulated value adjustments
As at 1 January (2,291.4) (104.7)
Increase (213.5) (2,186.7)
Decrease 599.1 –
Transfer 104.7 –
As at 31 December (1,801,1) (2,291.4)
Net book value:
As at 1 January 5,032.0 7,171.0
As at 31 December 5,421,7 5,032.0
In April 2022 SES Global Americas Holdings GP was converted from
a partnership into a separate legal entity named SES Global Americas
Holdings Inc. As a result of the conversion:
•
the investment in SES Global-Americas, Inc. decreased by
EUR 2,919.2 million (representing a decrease in the historic cost
of EUR 3,498.1 million net of accumulated value adjustments
of EUR 578.9 million),
• the investment in SES Astra A.B. decreased by 29.9 million (repre-
senting a decrease of cost of EUR 50.1 million net of accumulated
value adjustments of EUR 20.2 million), and
• the investment in SES Global Americas Holdings Inc. increased by
the amount of EUR 2,117.2 million (refer to >> Note 3).
The Company then acquired the remaining 0.06% interest in SES
Global Americas Holdings Inc from SES Astra S.A. for EUR 1.3 million,
and contributed all its shares in SES Global Americas Holdings Inc to
SES LU US Holdings S.à r.l. for EUR 2,118.5 million.
In September 2022, the Company contributed its loan receivable with
SES Americom, Inc. in the amount of EUR 470.6 million into the share
premium of SES LU US Holdings S.à r.l., increasing the carrying value
of its interest in SES LU US Holdings S.à r.l. by the same amount.
In November 2022, the Company contributed its loan receivable with
SES mPower S.à r.l. in the amount of EUR 578.3 million into the share
premium of SES LU US Holdings S.à r.l., increasing the carrying value
of its interest in SES LU US Holdings S.à r.l. by the same amount.
In November 2022, the Company made a contribution in cash into the
share premium of SES Latin America S.à r.l. of EUR 11.0 million, increas-
ing the carrying value of its interest in SES Latin America S.à r.l. by
the same amount.
In November 2022, SES Finance S.à r.l. reduced its share premium by
means of a capital repayment to the Company of EUR 3.5 million,
decreasing the carrying value of its interest in SES Finance S.à r.l. by
the same amount.
In December 2022, SES Holdings (Netherlands) B.V. reduced its share
premium by means of a capital repayment to the Company in the
amount of EUR 377.4 million, resulting in a reduction in the carrying
value of its interest in SES Holdings (Netherlands) B.V. of the same
amount.
In December 2022, the Company converted a portion of its current
account with SES Networks Lux S.à r.l. of EUR 377.4 million into a long-
term loan and contributed this loan into the share premium of SES
LU US Holdings S.à r.l., increasing the carrying value of its interest in
SES LU US Holdings S.à r.l. by the same amount.
In December 2022, the Company made a contribution in cash into
share premium of SES LU US Holdings S.à r.l. of EUR 377.4 million,
increasing the carrying value of its interest in SES LU US Holdings
S.à r.l. by the same amount.
In 2022, the increase in accumulated value adjustments of EUR 213.5
million represents an impairment of the investment in SES Participa-
tions of EUR 18.8 million and an aggregate amount of EUR 194.7 mil-
lion recorded in connection with the investments in SES LU US Hold-
ings S.à r.l. (EUR 135.6 million), SES Astra S.A. (EUR 47.9 million), SES
Holdings (Netherlands) B.V. (EUR 9.8 million) and SES Latin America
S.à r.l. (EUR 1.4 million).
The 2021 increase in historic cost represented a share premium con-
tribution to SES Holdings (Netherlands) B.V. of EUR 76.5 million and
a contribution in kind to SES Global-Americas, Inc. of EUR 20.5 million.
The decrease represented a share premium reduction in SES Finance
S.à r.l (EUR 28.8 million) and in SES Holdings (Netherlands) B.V. (EUR
20.5 million).
In 2021, the increase in accumulated value adjustments reflected
impairment of investments in SES Global-Americas, Inc. (EUR 578.9
million), SES Finance S.à r.l (EUR 1,502.1 million), SES Participations
S.A. (EUR 85.5 million) and SES Astra A.B. (EUR 20.2 million).
SES ANNUAL REPORT 2022165
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
As at 31 December 2022, the Company held the following investments:
Net book value
€MILLION Incorporation in 2022 2021 2022 2021
SES Global-Americas, Inc. United States – 99.94% – 2,919.2
SES Finance S.à r.l. Luxembourg 100% 100% 8.6 12.1
SES Holdings (Netherlands) B.V.
1
Netherlands 100% 100% 491.4 878.6
SES Astra S.A. Luxembourg 100% 100% 998.9 1,046.8
SES Participations S.A. Luxembourg 100% 100% 2.5 21.3
SES Insurance International Re (Luxembourg) S.A. Luxembourg 100% 100% 90.3 90.3
SES Astra A.B. Sweden – 32.34% – 29.9
SES Insurance International (Luxembourg) S.A. Luxembourg 100% 100% 15.2 15.2
SES Latin America S.à r.l. Luxembourg 100% 100% 28.3 18.6
SES LU US Holdings S.à r.l. Luxembourg 100% 100% 3,786.5 –
Total 5,421.7 5,032.0
1 SES Holdings (Netherlands) B.V. has a 100% direct ownership of the entity New Skies Satellites B.V. and 100% indirect ownership of the entity O3b Networks Limited. Therefore
for impairment testing purposes the investment is allocated between the SES GEO and SES MEO cash generating units.
Management identified the following CGUs for the purpose of impair-
ment testing:
• SES GEO operations (‘SES GEO’) and
• SES MEO operations (‘SES MEO’).
The following entities not directly connected to a CGU are con-
sidered out of scope: SES Participations S.A., SES Insurance Inter-
national Re (Luxembourg) S.A. and SES Insurance International
(Luxembourg) S.A..
The investment in SES Holdings (Netherlands) B.V. of EUR 270.0 mil-
lion (2021: EUR 878.6 million) includes both SES GEO and SES MEO
operations and was analysed accordingly for impairment testing pur-
poses.
In December 2022, the Company contributed a loan to SES Networks
Lux S.à r.l. of EUR 377.4 million and cash of EUR 377.4 million into the
share premium of SES LU US Holdings S.à r.l.. As both these contri-
butions are MEO-related, they were allocated to the SES MEO CGU.
Impairment testing for SES GEO
Affiliated undertakings listed under “SES GEO” form part of the GEO
satellite operations of the SES Group. They are aggregated into one
CGU for the purpose of testing their carrying values for impairment,
considering the interdependency of their cash flows and their level
of integration (see >> Note 2). Loans to and from SES GEO companies
are added to the carrying values of the shares concerned for impair-
ment testing purposes.
The value-in-use of this CGU is determined based on a calculation
using the most recent business plan information approved by the
Board of Directors which covers a period of five years. This period
reflects the long-term contractual base for the satellite business.
The pre-tax discount rate varies based on the geographic region
covered by the satellites; the rates used ranged from 9.02% to 12.62%
and were selected to reflect market interest rates and commercial
spreads, the capital structure of businesses in the SES Group’s busi-
ness sector, and the specific risk profile of the businesses concerned.
Similarly, the terminal growth rates used in the valuation varied from
+2.5% to -2.7%, reflecting the most recent long-term planning assump-
tions approved by the Board, and are supported by reference to the
performance of the SES business concerned over a longer period in
the relevant markets.
The assessment resulted in EUR 194.7 million impairment being
recorded on certain investments.
An impairment test performed on each investment taken individually
(the “line-by-line method”), would potentially lead to a different con-
clusion. However, for the reasons stated above and as described in
>> Note 2.2.2., the Board of Directors of the Company does not believe
that the “line-by-line method” is appropriate considering the inte-
grated nature of the SES GEO operations business and the interde-
pendency of its cash flows.
SES ANNUAL REPORT 2022166
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
Impairment testing for SES MEO operations
SES MEO operations, representing the O3b Networks business
acquired in 2016, is considered a separate CGU, as the business cur-
rently generates cash inflows that are largely independent from SES
GEO operations.
Similar to SES GEO, the value-in-use of this CGU is determined based
on a calculation using the most recent business plan information
approved by the Board of Directors which covers five years. An spe-
cific ‘H-model’ was used to estimate the cash flows beyond the
business plan period in order to capture the projected growth of the
business in connection with the O3b mPOWER constellation which is
expected to begin commercial service towards the end of 2023. The
post-business plan growth rate (2027 to 2028) began at 10.0% and
reduced on a straight-line basis to a terminal growth rate of 3.0% over
a period of 10 years.
The pre-tax discount rate applied for 2022 was 10.38% (2021: 8.13%)
and was selected to reflect market interest rates and commercial
spreads; the capital structure of businesses in the CGU’s business
sector; and the specific risk profile of the businesses concerned. As
noted above, the terminal growth rate used was 3.0% (2021: 3.0%),
reflecting current long term inflation assumptions.
B) LOANS TO AFFILIATED UNDERTAKINGS
Loans to affiliated undertakings as of 31 December 2022 consist of:
Loans to Affiliated Undertakings as of 31 December 2022
€MILLION
Principal and
accrued
interest
31 December
2022 Maturity
Interest
rate
Counterparty
SES Astra S.A. 700.0 October 2030 0.64%
SES-10 S.à r.l. 53.4 January 2032 2.29%
SES Networks Lux S.à r.l. 958.2 October 2029 3.33%
SES Networks Satellites S.à r.l. 465.0 October 2029 3.33%
New Skies Satellites B.V. 5.3 December 2024 3.01%
New Skies Satellites B.V. 243.6 December 2032 3.01%
SES Holdings (Netherlands) B.V. 180.9 December 2024 3.01%
SES Holdings (Netherlands) B.V. 96.1 December 2024 3.01%
SES Holdings (Netherlands) B.V. 32.8 December 2024 3.01%
HD Plus GmbH 70.0 November 2030 5.60%
Total
2,805.3
The Company does not consider any balances on its loans to affiliates
as being irrecoverable as at 31 December 2022.
Loans to affiliated undertakings as of 31 December 2021 consist of:
Loans to Affiliated Undertakings as of 31 December 2021
€MILLION
Principal and
accrued
interest
31 December
2021 Maturity
Interest
rate
Counterparty
SES Astra S.A. 800.0 October 2030 0.64%
SES-10 S.à r.l. 60.0 January 2032 0.41%
SES Networks Lux S.à r.l. 874.9 October 2029 3.33%
SES Networks Satellites S.à r.l. 424.6 October 2029 3.33%
New Skies Satellites B.V. 199.5 November 2023 3.14%
New Skies Satellites B.V. 367.7 November 2023 3.14%
New Skies Satellites B.V. 4.9 December 2024 3.14%
New Skies Satellites B.V. 229.4 December 2032 3.14%
SES Holdings (Netherlands) B.V. 170.3 October 2024 3.14%
SES Holdings (Netherlands) B.V. 90.5 December 2024 3.14%
SES Holdings (Netherlands) B.V. 30.9 December 2024 3.14%
Total
3,252.7
SES ANNUAL REPORT 2022167
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
NOTE 5 – DEBTORS
A) AMOUNTS OWED BY AFFILIATED
UNDERTAKINGS
The SES Group operates a centralised treasury function at the level
of the Company, including a cash-pooling mechanism which manages
the Group’s liquidity and optimises its funding costs.
Amounts owed by affiliated undertakings as at 31 December consist
of:
Amounts owed by Affiliated Undertakings
€MILLION 2022 2021
Becoming due and payable within one year
Intercompany current accounts 2,715.5 2,381.2
Forward Sale Agreement with SES mPower S.à r.l. 197.2 704.2
Short term loan to Luxembourg satellite
companies 6.6 6.7
Short term loan to SES Astra S.A. 101.3 101.5
Short term loan to SES Americom – 262.3
Short term loan to SES New Skies Satellites B.V. 615.2 –
Short term loan to HD Plus GmbH 10.9 30.2
Short term loan to SES Media Solutions GmbH 218.0 210.0
Value adjustments (218.0) (279.8)
Total 3,646.7 3,416.3
Becoming due an payable after one year
Forward Sale Agreement with SES mPower S.à r.l. 259.1 277.6
Long term advance to SES DTH do Brasil Ltda 10.6 9.5
Total
269.7 287.1
Intercompany current accounts represent short-term advances
bearing interest at market rates.
As at 31 December 2022, the Company performed an analysis of the
amounts owed by affiliated undertakings and reversed previously
recorded value adjustment of EUR 61.8 million (see also >> Note 17)
as these amounts are no longer considered to be irrecoverable:
• Intercompany current account with MX1 Limited of EUR 40.7 mil-
lion
• Intercompany current account with SES Media Solutions GmbH of
EUR 16.8 million
• Intercompany current account with SES Astra Services Europe of
EUR 4.3 million
As at 31 December 2021 the Company had recorded value adjust-
ments of EUR 279.8 million with respect to:
•
Intercompany current account with MX1 Limited of EUR 40.7 million
•
Short-term loan to SES Media Solutions GmbH of EUR 210.0 million
and intercompany current account with SES Media Solutions GmbH
of EUR 24.8 million
• Intercompany current account with SES Astra Services Europe of
EUR 4.3 million
In 2018, SES entered into a forward sale agreement with SES mPower
S.à r.l (see >> Note 11) in connection with seven mPower satellites cur-
rently under construction. In August 2020 an option to procure four
additional satellites was exercised.
In September 2022 SES aquired six of the seven initial mPower sat-
ellites. As at 31 December 2022, SES had a receivable from SES
mPower S.à r.l of EUR 456.3 million (2021: EUR 981.8 million) in con-
nection with the procurement of the mPower satellites.
B) OTHER DEBTORS
Other debtors as at 31 December 2022 consist of:
Other debtors
€MILLION 2022 2021
Becoming due and payable within one year
Trade debtors 0.4 3.1
Receivable related to VAT 16.3 4.2
Other tax receivables 14.2 9.3
Total
30.9 16.6
Other tax receivables
The Company is subject to the tax regulations in Luxembourg and, until
April 2022, also in the U.S. for the partnership. In accordance with Article
164bis of the Luxembourg income tax law, SES S.A. is the head of the
Luxembourg tax unity with its direct and indirect subsidiaries as follows:
• SES Finance S.à r.l.
• SES Astra S.A.
• SES Asia S.A.
• SES-10 S.à r.l.
• SES Participations S.A.
• SES Engineering S.à r.l.
• SES Astra Services Europe S.A.
• SES Networks Lux S.à r.l.
• SES Techcom S.A.
• SES Latin America S.A.
• SES Insurance International (Luxembourg) S.A.
• SES Insurance International Re (Luxembourg) S.A.
• SES-17 S.à r.l.
• SES mPower S.à r.l.
• SES Networks Satellites S.à r.l.
• SES LU Satellite Holdings S.à r.l.
• Luxembourg Space Sector Development General Partner S.à r.l.
• SES LU US Holdings S.à r.l.
SES ANNUAL REPORT 2022168
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
The balance sheet tax position represents the net amount payable
to, or receivable from, the Luxembourg tax authorities by the Com-
pany in its role as head of the tax unity. The net tax receivable of
EUR 14.2 million as at 31 December 2022 includes a payable for
corporate income tax of nil million (2021:EUR 7.4 million), municipal
business tax receivable of EUR 14.2 million (2021: EUR 16.6 million)
and a Net Wealth Tax receivable of EUR nil million (2021: liability of
EUR 0.1 million).
The respective tax charge/income of each subsidiary is computed on
a stand-alone basis and it is recorded for the entire Luxembourg tax
unity by the Company.
NOTE 6 – INVESTMENTS – OWN SHARES
‘Own shares’ refers to holdings of the Company’s own FDRs. All FDRs
held are for use in connection with the share-based compensation
plans for executives and staff of the SES Group. FDRs are valued at
the lower of the weighted average cost and the market price.
As at 31 December 2022, the Company owned 6,565,553 FDRs (2021:
7,748,429) representing a carrying value of EUR 40.0 million (2021:
EUR 54.0 million).
NOTE 7 – SUBSCRIBED CAPITAL AND
SHARE PREMIUM ACCOUNT
SES has a subscribed capital of EUR 696.5 million (2021: EUR 719.0 mil-
lion), represented by 371,457,600 Class A shares (2021: 383,457,600)
and 185,728,800 Class B shares (2021: 191,728,800) with no par value.
Although they constitute separate classes of shares, Class A and Class
B shares have the same rights except that Class B shares, which are
held by the State of Luxembourg and by two entities wholly-owned by
the State of Luxembourg, entitle their holders to only 40% of the divi-
dend, or in case the Company is dissolved, to 40% of the net liquidation
proceeds paid to shareholders of Class A. Class B shares are not freely
traded. Each share, whether of Class A or Class B, is entitled to one vote.
In 2022 SES acquired 12 million class A Shares and 6 million class B
shares from SES Astra S.A., purchased under the share buy-back pro-
gramme executed between May and August 2021. Following the
acquisition, SES proceeded with a cancellation of these shares and a
reduction of its share capital by EUR 22.5 million to EUR 696.5 million,
represented by a total of 557,186,400 million shares and a reduction
of its share premium account by EUR 57.9 million to EUR 1,832.3 mil-
lion (2021: EUR 1,890.2 million).
The movement between the opening and closing number of shares
issued per class of share can be summarised as follows:
Movement between the Opening and Closing Number of Shares
Class A shares Class B shares Total shares
As at 1 January 2022 383,457,600 191,728,800 575,186,400
Reduction of shares
during the year (12,000,000) (6,000,000) (18,000,000)
As at 31 December 2022
371,457,600 185,728,800 557,186.400
Class A shares Class B shares Total shares
As at 1 January 2021 383,457,600 191,728,800 575,186,400
As at 31 December 2021
383,457,600 191,728,800 575,186,400
NOTE 8 – LEGAL RESERVE
In accordance with Luxembourg legal requirements, a minimum of 5%
of the annual net profit is transferred to a legal reserve. This require-
ment is satisfied when the reserve reaches 10% of the issued share
capital. This reserve may not be distributed.
NOTE 9 – RESERVE FOR OWN SHARES
In accordance with the Law, the Company has created a non-distrib-
utable “reserve for own shares” of EUR 40.0 million (2021: EUR 54.0
million), corresponding to the balance of the own shares held as of
year end.
ACQUISITION OF TREASURY SHARES
SES has historically, in agreement with its shareholders, purchased
FDRs in connection with executives’ and employees’ share-based pay
-
ments plans, as well as for cancellation.
SES ANNUAL REPORT 2022169
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
NOTE 10 – CREDITORS
A) DEBENTURE LOANS – NON CONVERTIBLE LOANS
The maturity profile of notes and bonds is as follows as at 31 December 2022.
Maturity Profile of Notes and Bonds as at 31 December 2022
€MILLION Interest rate Maturity 2022
Creditors – Financial liabilities
a) Debenture loans – Non convertible loans
becoming due and payable within one year
778.0
Non-convertible bonds due >1 Y: Accrued interest 74.8
144A Bond USD 750.0 million (2023) 3.60% April-23 703.2
becoming due and payable between 2 and 5 years 1,690.0
German Bond issue of EUR 150.0 million (2024) Floating June-24 150.0
German Bond issue of EUR 250.0 million (2025) 1.71% December-25 250.0
EUR 650 million Eurobond (2026) 1.625% March-26 650.0
EUR 140.0 million Private Placement (2027) 4.00% May-27 140.0
EUR 500 million Eurobond (2027) 0.875% November-27 500.0
becoming due and payable after 5 years 2,609.4
EUR 750 million Eurobond (2029) 3.50 % January-29 750.0
144A Bond USD 250.0 million (2043) 5.30% April-43 234.4
German Bond issue of EUR 50.0 million (2032) 4.00% November-32 50.0
EUR 550 million deeply subordinated fixed rate resettable securities 5.625% N/A* 550.0
EUR 625 million deeply subordinated fixed rate resettable securities 2.875% N/A** 625.0
EUR 400 million Eurobond (2028) 2.00% July-28 400.0
* First reset date January 2024
** First reset date August 2026
The maturity profile of notes and bonds is as follows as at 31 December 2021.
Maturity Profile of Notes and Bonds as at 31 December 2021
€MILLION Interest rate Maturity 2021
Creditors – Financial liabilities
a) Debenture loans – Non convertible loans
becoming due and payable within one year 65.9
Non-convertible bonds due >1 Y: Accrued interest 65.9
becoming due and payable between 2 and 5 years 1,712.2
144A Bond USD 750.0 million (2023) 3.60% April-23 662.2
German Bond issue of EUR 150.0 million (2024) Floating June-24 150.0
German Bond issue of EUR 250.0 million (2025) 1.71% December-25 250.0
EUR 650 million Eurobond (2026) 1.625% March-26 650.0
becoming due and payable after 5 years 2,927.2
EUR 140.0 million Private Placement (2027) 4.00% May-27 140.0
144A Bond USD 250.0 million (2043) 5.30% April-43 220.7
144A Bond USD 500.0 million (2044) 5.30% March-44 441.5
German Bond issue of EUR 50.0 million (2032) 4.00% November-32 50.0
EUR 550 million deeply subordinated fixed rate resettable securities 5.625% N/A* 550.0
EUR 625 million deeply subordinated fixed rate resettable securities 2.875% N/A** 625.0
EUR 500 million Eurobond (2027) 0.875% November-27 500.0
EUR 400 million Eurobond (2028) 2.00% July-28 400.0
* First reset date January 2024
** First reset date August 2026
SES ANNUAL REPORT 2022170
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
European Medium-Term Note Programme (‘EMTN Pro-
gramme’)
SES has an EMTN Programme enabling SES, or SES Global Americas
Holdings Inc., to issue as and when required notes up to a maximum
aggregate amount of EUR 4,000 million. As at 31 December 2022, SES
had issued EUR 2,440 million (2021: EUR 1,690 million) under the pro-
gramme with maturities ranging from 2023 to 2029.
EUR 750.0 million Deeply Subordinated Fixed Rate Reset-
table Securities (2022)
In June 2016, SES issued EUR 750.0 million Deeply Subordinated Fixed
Rate Resettable Securities (‘perpetual bond’) at a coupon of 4.625%
to the first call date, a price of 99.666% and a yield of 4.7%. SES was
entitled to call the securities on 2 January 2022 and on subsequent
coupon payment dates.
In May 2021, SES announced a capped tender offer for its outstand-
ing EUR 750 million 4.625% perpetual bond at a fixed purchase yield
of -0.10% to refinance the existing perpetual bond callable in January
2022 in advance of the first call date. The tender offer was accepted
by the required number of bondholders such that the Company was
able to repurchase 84.5% of the existing bonds on 28 May 2021 at a
price representing 102.838% of nominal value, and the remaining 15.5%
at par, with a settlement date of 30 June 2021.
EUR 550.0 million Deeply Subordinated Fixed Rate Reset-
table Securities (2024)
In November 2016, SES issued a second perpetual bond of EUR 550.0
million at a coupon of 5.625% to the first call date, a price of 99.304%
and a yield of 5.75%. SES is entitled to call the second perpetual bond
in January 2024 and on subsequent coupon payment dates.
EUR 625.0 million Deeply Subordinated Fixed Rate Reset-
table Securities
In May 2021 the Company issued further Deeply Subordinated Fixed
Rate Resettable Securities for an amount of EUR 625 million, with a
first reset date on 27 August 2026. The securities bear a coupon of
2.875% per annum and were priced at 99.409% of their nominal value.
EUR 650 million Eurobond (2026)
In 2018 SES issued a EUR 500 million 8-year bond under the Compa-
ny’s EMTN Programme. On the 22 June 2021 SES announced the suc-
cessful lunch and pricing of a tap of its 1.625% Notes in which it agreed
to sell incremental senior unsecured fixed rate notes for a total
amount of EUR 150 million. The new notes were priced at 106.665%
of their nominal value. The bond bears interest at a fixed rate of 1.625%
and has a final maturity date on 22 March 2026.
EUR 500 million Eurobond (2027)
In November 2019 SES issued a EUR 500 million bond under the
EMTN Programme. The bond has an 8-year maturity and bears inter-
est at a fixed rate of 0.875% with final maturity in November 2027.
EUR 400 million Eurobond (2028)
In July 2020, SES issued a EUR 400 million bond under the Compa-
ny’s EMTN Programme. The bond bears interest at a fixed rate of
2.00% and has a final maturity date in July 2028.
EUR 750 million Eurobond (2029)
In June 2022 SES issued a EUR 750 million bond under the EMTN
Programme. The bond bears interest at a fixed rate of 3.50% and has
a final maturity date in January 2029.
EUR 140 million Private Placement (2027)
In 2012 SES issued three individual tranches of a total EUR 140 mil-
lion Private Placement under the Company’s EMTN Programme to
ING Bank N.V.. The Private Placement has a 15-year term, beginning
in May 2012, and bears interest at a fixed rate of 4.00%.
German bond issue of EUR 50 million (2032)
In 2012 the Company issued EUR 50 million in the German bond
(‘Schuldschein’) market. The German bond bears a fixed interest rate
of 4.00% and matures in November 2032.
German bond issue of EUR 400 million (2024/2025)
In 2018 the Company issued a EUR 400 million bond in the German
bond (‘Schuldschein’) market. The transaction comprised two
tranches: a EUR 150 million tranche with a floating interest rate of a
six-month EURIBOR plus a margin of 0.8% and a final maturity date
in June 2024; and, a EUR 250 million tranche with a fixed interest rate
of 1.71% and a final maturity date in December 2025.
144A Bond USD 750 million (2023)
In 2013 SES issued a USD 750 million 10-year bond in the US 144A
bond market with a coupon of 3.60% and a final maturity in April 2023.
144A Bond USD 250 million (2043)
In 2013 SES issued a USD 250 million 30-year bond in the US 144A
bond market with a coupon of 5.30% and a final maturity date in April
2043.
144A Bond USD 500 million (2044)
In 2014 SES Global Americas Holdings Inc. completed a 144A offering
in the US market issuing for a USD 500 million 30-year bond with a
coupon of 5.30% and a final maturity date in March 2044 (see
>> Note 3).
SES ANNUAL REPORT 2022171
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
B) AMOUNTS OWED TO CREDIT INSTITUTIONS
There were no amounts owed to credit institutions as of 31 December
2022. Amounts owed to credit institutions as of 31 December 2021
were:
Amounts owed to Credit Institutions as of 31 December 2021
€ MILLION
Interest
rate Maturity 2021
Creditors – Financial liabilities
b) amounts owed
to credit institutions
becoming due and payable
within one year 40.2
COFACE facility EURIBOR
+1.70%
various in
2022 40.2
Syndicated Loan Facility 2019
The facility is provided by 19 banks and is structured as a 5-year
multi-currency revolving credit facility. In 2021 the Company extended
the Termination date from 26 June 2025 to 26 June 2026. The facility
is for EUR 1,200 million and the interest payable is linked to a ratings
grid. At the current SES credit rating of BBB/ Baa2, the interest rate
is 40 basis points over EURIBOR/LIBOR. As at 31 December 2022 and
2021, nothing was drawn under this facility.
European Investment Bank (‘EIB’) Financing Facility EUR
300 million (2029)
On 16 December 2022 SES signed a seven-year facility with the EIB
to support the funding of three fully-digital satellites serving the
Western Europe, Africa and the Middle East. The facility is availa-
ble for disbursement at fixed or floating rates linked to a ratings
grid. At the current SES credit rating of BBB/ Baa2 this equates to
0.34% per annum over EURIBOR (in the case of a floating rate) or
over a base rate as determined by the EIB (in case of fixed rate).
As at 31 December 2022 no amount has been drawn under this
facility.
EUR 522.9 million COFACE facility
In 2009 SES signed a financing agreement with the Compagnie
Française d’Assurance pour le Commerce Extérieur (‘Coface’) in
respect of the investment in four geostationary satellites (ASTRA 2E,
ASTRA 2F, ASTRA 2G, ASTRA 5B). The facility is divided into five
loans. Drawings under the facility were associated with invoices from
the suppliers of the satellites.
The first drawing was made in April 2010 and all loan tranches were
fully drawn by November 2014. Each Coface tranche is repayable in
17 equal semi-annual instalments where Coface A had a final maturity
date of 1 August 2022, Coface F matured on 21 May 2021. SES opted
to execute voluntary prepayment clauses pursuant to the Agreement
and repaid the remaining outstanding amount of Coface tranche B in
November 2017 and of Coface C and D in April 2022 (contractual
maturity in October 2022). The entire facility bore interest at a float-
ing rate of six-month EURIBOR plus a margin of 1.7%.
European commercial paper programme
In 2012 SES incepted a joint EUR 1,000.0 million guaranteed European
commercial paper programme of SES S.A. and SES Global Americas
Holdings Inc.. Issuances under the programme represent senior unse-
cured obligations of the issuer and are guaranteed by the non-issuing
entity. The programme is rated by Moody’s Investors Services and
FitchRatuings and is compliant with the standards set out in the STEP
Market Convention. On 9 July 2021, this programme was updated and
extended. As at 31 December 2022 and 2021, no borrowings were
outstanding under this programme.
Negotiable European Commercial Paper “NEU CP” (former
French Commercial paper programme)
In 2005 SES put in place a EUR 500 million ‘NEU CP’ programme in
accordance with articles L.213-1 to L213-4 of the French Monetary
and Financial Code and article 6 of the order of 30 May 2016 and
subsequent amendments. The maximum outstanding amount of
‘NEU CP’ issuable under the programme is EUR 500 million or its
counter value at the date of issue in any other authorised currency.
In June 2022 the programme was extended for a further year. As at
31 December 2022 and 2021, no borrowings were outstanding under
this programme.
C) AMOUNTS OWED TO AFFILIATED
UNDERTAKINGS
Amounts owed to affiliated undertakings of EUR 2,176.9 million (2021:
EUR 2,214.1 million) include the following:
Amounts owed to Affiliated Undertakings
€MILLION 2022 2021
Current accounts 1,948.4 1,626.8
Long term loans (payable within one year) 40.5 –
Long term loans (payable between 2 and 5 years) 188.0 587.3
Long term loans (payable after five years) – –
Total 2,176.9 2,214.1
“Current accounts” are linked to the daily cash pooling mechanism
and represent short-term debts bearing interest at market rates. The
daily cash pooling mechanism supports the liquidity of the Group and
the optimisation of its funding costs.
Following the conversion of SES Global Americas Holdings GP in April
2022 from a partnership into a separate legal entity, current accounts
of EUR 217.5 million and a loan of USD 600.4 million (EUR 569.3 mil-
lion) from SES Americom Inc. with a maturity date of March 2024 and
bearing interest at a rate of 3.7%, were deemed disposed of by the
Company (see >> Note 3).
SES ANNUAL REPORT 2022172
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OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
As at 31 December 2022, long-term loans included:
• A loan of SEK 450.3 million (EUR 40.5 million) from SES Astra AB
with a maturity date of November 2023 and bearing interest at a
rate of 0.72%.
• A loan issued in 2022 of USD 200.5 million (EUR 188.0 million) from
New Skies Satellites B.V. with a maturity date of December 2027
and bearing interest at a rate of 3.01%.
NOTE 11 – OTHER CREDITORS
ACQUISITION OF SES MPOWER MEDIUM-EARTH
ORBIT (‘MEO’) CONSTELLATION
In September 2017, the Company, jointly with O3b Networks Limited,
entered as ‘Procurement Agents’ into a Master Procurement Agency
and Option Agreement with a financial institution in connection with
the procurement by that financial institution of seven MEO satellites
from The Boeing Company.
Under the satellite Purchase and Sale agreement between the finan-
cial institution and The Boeing Company, seven satellites were pro-
cured. At the end of the satellite construction period, SES has the
right to acquire, or lease, the satellites from the financial institution
or to direct their sale to a third-party. SES has the right to nominate
the entity within the SES Group which will acquire or lease those
assets shortly before the end of the construction period. This entity
is currently defined as being SES mPower S.à r.l. in Luxembourg and
to this end the Company entered into a forward sale agreement with
that entity in May 2018 whereby as the satellite construction process
proceeds, and the Procurement Agents confirm that construction
milestones are achieved, the underlying asset-under-construction is
transferred by the Company to that entity against an intercompany
receivable.
Since the underlying Satellite Purchase and Sale Agreement is directly
between the financial institution and The Boeing Company, there is
no contractual obligation on the side of the Procurement Agents dur-
ing the satellite construction process. However, SES management has
taken the view that there is a constructive obligation arising over the
construction period and hence the SES Group is accruing the pro-
gramme costs.
In August 2020 the Company exercised its option to procure four
additional mPower satellites. At the end of the construction period
for the four satellites, foreseen in the 2023 – 2024 time frame, the
Company will again have the right to acquire, or lease, the satellites
from the financial institution or to direct their sale to a third-party.
In September 2022, SES acquired the first six mPower satellites from
the financial institution.
As at 31 December 2022 an amount of EUR 456.3 million (2021: EUR
981.8 million), corresponding to the constructive obligation of the
Company towards the financial institution procuring the satellites,
was recorded under the caption ‘Other creditors – becoming due and
payable within one year’ with a futher EUR 259.1 million presented
under the caption ‘Other creditors – becoming due and payable after
one year’.
The corresponding amounts due to the Company from SES mPower
S.à r.l. under the forward purchase agreement were disclosed on the
balance sheet under the caption ‘Amounts owed by affiliated under-
takings – becoming due and payable within one year’ (EUR 197.2 mil-
lion) and ‘Amounts owed by affiliated undertakings – becoming due
and payable after one year’ (EUR 259.1 million) – see also >> Note 5.
Other Creditors as at 31 December consist of:
Other Creditors
€MILLION 2022 2021
Becoming due and payable within one year
SES mPower acquisition 197.2 704.2
Personnel-related accruals 5.8 7.6
Total 203.0 711.8
Becoming due and payable after one year
SES mPower acquisition 259.1 277.6
Total 259.1 277.6
NOTE 12 – OTHER OPERATING INCOME AND
OTHER EXTERNAL EXPENSES
Other operating income of EUR 17.8 million (2021: EUR 27.3 million)
consists mainly of intra-group recharge income from advisory support
services rendered to various affiliates.
Other external expenses of EUR 27.5 million (2021: EUR 28.8 million)
consists mainly of intra-group recharge expenses for advisory support
services rendered to the Company by various affiliates.
SES ANNUAL REPORT 2022173
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
NOTE 13 – STAFF COSTS
As at 31 December 2022, the number of full-time equivalent employ-
ees was 113 (2021: 102) and the average number of employees in the
workforce for 2022 was 108 (2021: 101).
The average number of employees staff by functional area is as follows:
Number of employee staff by functional area
€MILLION 2022 2021
Finance 43 40
Strategy and Product 15 7
People and Culture 14 14
Legal 13 12
Global Services 7 5
Corporate Development 7 7
Internal Audit 4 4
General Management 2 8
Technology 2 3
Sales Networks and Video 1 1
Total 108 101
Staff costs can be analysed as follows:
Staff Costs
€MILLION 2022 2021
Wages and salaries 16.2 15.6
Social security costs relating to pension 1.8 1.7
Other social security costs (0.2) 0.6
Other staff costs 0.1 0.1
Total 17.9 18.0
NOTE 14 – INCOME FROM PARTICIPATING
INTERESTS
Income from participating interest concerning affiliated undertakings
consists of the following:
Income from Participating Interests
€MILLION 2022 2021
Dividends received SES Finance S.à r.l 4.0 1,887.3
Dividends received SES Astra S.A. 545.0 -
Dividends received SES Astra A.B. - 6.4
Dividends received SES Participations S.A. 14.0 -
Dividends received SES Holdings Netherland B.V. 96.4 -
Dividends received SES Astra Services Europe
S.A. 25.0 -
Dividends received on own shares 3.6 3.1
Total 688.0 1,896.8
NOTE 15 – INCOME FROM OTHER
INVESTMENTS AND LOANS FORMING
PART OF FIXED ASSETS
Income from other investments and loans forming part of fixed assets
comprise the following:
Income from Other Investments and Loans
€MILLION 2022 2021
Interest income from affiliated undertakings 90.8 85.0
Total 90.8 85.0
NOTE 16 – OTHER INTEREST RECEIVABLE
AND SIMILAR INCOME
A) DERIVED FROM AFFILIATED UNDERTAKINGS
Other interest receivable and similar income derived from affiliated
undertakings of EUR 100.0 million (2021: EUR 40.5 million) represents
interest income on intercompany current accounts. In 2022, the
conversion of SES Global Americas Holdings GP generated a
EUR 135.5 million gain on sale of the 144A Bond USD 500 million
(2044) (see >> Note 3).
B) OTHER INTEREST AND SIMILAR INCOME
Other Interest Receivable and Similar Income
€MILLION 2022 2021
Interest income on bank accounts 0.7 0.1
Interest income on deposits 3.6 0.0
Foreign exchange gain 215.7 228.1
Gain on disposal on own shares 1.3 0.4
Total 221.3 228.6
SES ANNUAL REPORT 2022174
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
NOTE 17 – VALUE ADJUSTMENTS IN RESPECT
OF FINANCIAL ASSETS AND INVESTMENTS
HELD AS CURRENT ASSETS
Value adjustments of financial assets and investments held as current
assets were recorded in respect of:
Value Adjustments of Financial Assets and Investments
€MILLION 2022 2021
Shares in affiliated undertakings (>> Note 4) 213.5 2,186.7
Amounts owed by affiliated
undertakings (>> Note 5) (61.8) 62.0
Net loss on SES FDRs 7.0 3.5
Total 158.7 2,252.2
As at 31 December 2022 the Company recorded value adjustments
in respect of shares in affiliated undertakings of EUR 213.5 million
(2021: EUR 2,186.7) (see >> Note 4) and released value adjustments
of EUR 61.8 million in respect of amounts owed by affiliated under-
takings (2021: value adjustments of EUR 62.0 million) (see >> Note 5).
A net loss of EUR 7.0 million (2021: loss of EUR 3.5 million) was
recorded on FDRs comprising a loss on disposals of EUR 7.4 million
(2021: loss of EUR 3.9 million) and a revaluation gain on FDRs held as
at 31 December 2022 of EUR 0.4 million (2021: EUR 0.4 million [loss])
to account for the FDRs at the lower of the weighted average cost
and the market price. The price of the SES FDR listed on Euronext in
Paris was EUR 6.09 as at 31 December 2022 (2021: EUR 6.97).
NOTE 18 – INTEREST PAYABLE AND
SIMILAR EXPENSES
A) DERIVED FROM AFFILIATED UNDERTAKINGS
Interest expense from affiliated undertakings
€MILLION 2022 2021
Interest charges on intercompany
current accounts
54.4 29.5
Total 54.4 29.5
B) OTHER INTEREST AND SIMILAR EXPENSES
Other interest and similar financial expenses include the following:
Other Interest Payable and Similar Expenses
€MILLION 2022 2021
Interest charges on loans and bank accounts 179.9 186.7
Loan fees and origination costs 4.7 31.0
Foreign exchange loss 158.2 157.3
Total 342.8 375.0
NOTE 19 – AUDIT FEES
Art. 65 Paragraph (1) 16º of the Law requires the disclosure of the
independent auditor fees. In conformity with the Law these details
have been omitted as the Company prepares consolidated accounts
in which this information is disclosed, and these consolidated accounts
and the related consolidated management report and auditors’ report
thereon have been lodged with the Luxembourg Trade Registry.
Fees incurred in connection with other assurance and non-audit ser-
vices rendered to the Company and its controlled undertakings as
defined by the Regulation (EU) N°537/2014 amounted to EUR 34,850
(2021: EUR 88,000) and represented comfort letters issued in con-
nection to the Company’s treasury funding operations.
NOTE 20 – BOARD OF DIRECTORS’
REMUNERATION
Total payments to directors for attendance at board and committee
meetings in 2022 amounted to EUR 1.1 million (2021: EUR 1.1 million).
These payments are computed on a fixed and variable basis, the
variable part being based upon attendance at board and committee
meetings.
SES ANNUAL REPORT 2022175
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
NOTE 21 – OFF BALANCE SHEET
COMMITMENTS
CAPITAL COMMITMENTS
On 11 September 2017, SES S.A., jointly with O3b Networks Limited,
entered as Procurement Agents into a Master Procurement Agency
and Option Agreement with a financial institution in connection with
the procurement by that financial institution of seven medium-Earth
orbit satellites from The Boeing Company. In August 2020 the com-
pany exercised its option to procured an additional four satellites. In
September 2022, SES acquired six of the initial seven satellites. The
outstanding commitment of the Company in respect of the related
contracted capital expenditure as at 31 December 2022 was EUR 21.9
million (2021: EUR 55.0 million).
GUARANTEES
On 31 December 2022 the Company had outstanding bank guarantees
provided for an amount of EUR 71.8 million (2021: EUR 66.8 million)
with respect to performance and warranty guarantees for services of
satellite operations.
PARENTAL GUARANTEES
SES S.A. issued a letter of guarantee to three of its subsidiaries to
provide sufficient financial support to meet its obligations in full for
at least two years after the issuance date of the 31 December 2022
standalone financial statements of the subsidiary.
LITIGATION
SES S.A. is not currently subject to any material legal proceedings or
litigation arising in the normal course of business.
NOTE 22 – SUBSEQUENT EVENTS
There were no significant events between the balance sheet date and
the approval of the annual accounts which would have influenced the
results of the Company as at 31 December 2022.
177 Financial Calendar
178 Imprint
ADDITIONAL
INFORMATION
6
SES ANNUAL REPORT 2022177
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
FINANCIAL CALENDAR
2022 FULL YEAR
RESULTS
27 FEBRUARY 2023
ANNUAL
GENERAL MEETING
6 APRIL 2023
PAYMENT OF
2022 DIVIDEND
20 APRIL 2023
Q1 2023
RESULTS
4 MAY 2023
2023 HALF YEAR
RESULTS
3 AUGUST 2023
Q3 2023 RESULTS
2 NOVEMBER 2023
SES ANNUAL REPORT 2022178
1
OPERATIONAL
& STRATEGIC
REPORT
2
ENVIRONMENTAL,
SOCIAL & GOVERNANCE
(ESG) REPORT
3
CORPORATE
GOVERNANCE &
REMUNERATION
4
CONSOLIDATED
FINANCIAL
STATEMENTS
5
SES S.A.
ANNUAL
ACCOUNTS
6
ADDITIONAL
INFORMATION
IMPRINT
CONTACT
SES HEADQUARTERS
Château de Betzdorf
L-6815 Betzdorf
Luxembourg
www.ses.com
The SES Investor Relations team will be pleased to assist you with
any questions you may have in relation to SES. Please reach out via
Investors
Richard Whiteing
E: richard.[email protected]
T: +352 710 725 261
Media (External Communications)
Suzanne Ong
E: [email protected]om
T: +352 710 725 500
CONCEPT AND DESIGN
MPM Corporate Communication Solutions
Mainz, Germany
www.mpm.de
PHOTO CREDITS
Getty, Luxembourg Directorate for Development Cooperation, SES,
SES Employees, Trent Branson, Oliver Wheeldon, SpaceX
SES HEADQUARTERS
Château de Betzdorf
L-6815 Betzdorf
Luxembourg