Table of Contents Table of Contents
Previous Page  120 / 266 Next Page
Information
Show Menu
Previous Page 120 / 266 Next Page
Page Background

120

/

INGENICO GROUP

/

Registration Document 2016

Corporate governance

3

3.4 Statutory auditors’ special report on regulated agreements and commitments

3.4

Statutory auditors’ special report on regulated

agreements and commitments

Annual General Shareholders’ Meeting called to approve the financial statements for the year ended December 31, 2016

To the Shareholders,

In our capacity as statutory auditors of your Company, we

hereby present to you our report on regulated agreements and

commitments.

We are required to inform you, on the basis of the information

provided to us, of the terms and conditions of the agreements

and commitments that have been disclosed to us or identified

in the course of our work, as well as the reasons given justifying

their benefits for the Company. It is not our role to determine

whether they are beneficial or appropriate, nor to ascertain

whether any other agreements or commitments exist. It is

your responsibility, pursuant to Article R.225-31 of the French

Commercial Code, to assess the benefits associated with the

conclusion of these agreements with a view to their approval.

In addition, we are required, where applicable, to inform you,

in accordance with Article R.225-31 of the French Commercial

Code, about the performance during the year of agreements

and commitments previously approved by the Annual General

Shareholders’ Meeting.

We performed the procedures we deemed necessary for

the completion of this engagement, in accordance with the

professional guidance provided by the Compagnie nationale

des commissaires aux comptes, France’s national organization

of statutory auditors. Our work consisted in verifying the

consistency of the information provided to us with the source

documents on which it was based.

Agreements and commitments subject

to the approval of the Annual General

Shareholders’ Meeting

Agreements and commitments entered into

by the Company in 2016

We hereby inform you that we have not been notified of any

agreement or commitment entered into by the Company in

2016, to be submitted to the Annual General Shareholders’

Meeting for approval, under Article L.22538 of the French

Commercial Code.

Agreements and commitments already

approved by the Annual General

Shareholders’ Meeting

Agreements and commitments approved

in prior years

a) That were applied during the last fiscal year

In accordance with Article R.225-30 of the French Commercial

Code, we have been informed of the continuation of the

following agreements and commitments approved by the

Annual General Shareholders Meeting in previous fiscal years,

which were applied during 2016.

CRYPTOLOG AGREEMENT

Nature and purpose

As approved by the Board of Directors on September 20, 2006:

Agreement with CRYPTOLOG to provide its Cryptolog Identity

PKI solution in SaaS mode.

Terms and conditions

For this service, an expense of €156,881, taxes not included,

was recorded in 2016.

b) Not applied during the last fiscal year

Furthermore, we have been informed of the continuation of

the following commitments and agreements approved by the

Annual General Shareholders’ Meeting in previous years, which

were not applied during the past year.

COMMITMENTS TO PHILIPPE LAZARE, CHAIRMAN

AND CHIEF EXECUTIVE OFFICER

Nature and purpose

As approved by the Board of Directors on July 17, 2007,

December 12, 2007, January 23, 2008, March 14, 2008 and

May 3, 2012:

Termination benefits in the event of dismissal and applicable

performance conditions.

Terms and conditions

In the event of dismissal for any reason other than gross

misconduct:

the Company shall pay Mr. Lazare one year’s salary, based

on his gross annual compensation as Chief Executive Officer;

he will maintain his entitlement to free shares for which the

vesting period has not expired.

Performance conditions:

EBIT growth in line with revenue growth during his term

in office;

no decrease in the Company’s market share during his term

in office.

Agreements and commitments

approved during the year

The shareholders are reminded that the following agreements

and commitments that have been authorized since the financial

year-end were presented in our special report of March 15,

2016. This report was submitted to and approved by the Annual

General Shareholders’ Meeting of April 29, 2016.