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Registration Document 2016

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INGENICO GROUP

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219

Parent company financial statements at December 31, 2016

6

6.5 Statutory auditors’ report on the parent company annual financial statements

6.5

Statutory auditors’ report on the parent company

annual financial statements

Fiscal year ended December 31, 2016

To the Shareholders,

In compliance with the assignment entrusted to us by your

Annual General Shareholders’ Meeting, we hereby report to you,

for the fiscal year ended December 31, 2016, on the following:

our audit of the attached parent company annual financial

statements of Ingenico Group SA;

the justification of our assessments;

the specific verifications and information required by law.

These annual financial statements have been adopted by the

Board of Directors. Our role is to express an opinion on these

financial statements, based on our audit.

1. Opinion on the parent company annual

financial statements

We conducted our audit in accordance with professional standards

applicable in France. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether

the parent company annual financial statements are free of material

misstatement. An audit includes examining, on a test basis or

through other selection methods, evidence supporting the amounts

and disclosures in the parent company annual financial statements.

An audit also includes assessing the accounting principles used

and significant estimates made by the management, as well as

evaluating the overall financial statements presentation. We believe

that our audit provides a reasonable basis for our opinion.

In our opinion, the parent company annual financial statements give

a true and fair view of the assets, liabilities, financial position and

results of the Company for the preceding fiscal year in accordance

with generally accepted accounting principles in France.

Without qualifying our opinion, we draw your attention to Note 1

“Major events of the period” to the parent company annual financial

statements which presents the partial transfer of assets and

liabilities and spin-off transactions of Ingenico Group SA businesses.

2. Justification of our assessments

In accordance with the requirements of Article L.823-9 of the

French Commercial Code relating to the justification of our

assessments, we bring to your attention the following matters:

In Note 3 to the parent company annual financial statements,

the section entitled “Financial assets” sets forth the

accounting principles and methods used to calculate the

value in use and impairment of equity interests and loans

and advances to subsidiaries and associates.

As part of our assessment of the accounting principles and

methods used by your Company, we verified the suitability

of the accounting principles and methods and the information

provided, and we examined the implementation methods of

the impairment tests, as well as the assumptions used.

The underlying estimates retained for these tests used

assumptions that are uncertain by nature, the realizations may

differ significantly from the forward-looking statements used.

Provisions for litigation and claims are recognized in accordance

with the accounting principles and methods described in the

section entitled “Provisions for litigation and claims” in Note 3

to the parent company annual financial statements.

On the basis of information currently available, we have

reviewed how the provisions have been estimated and we

have verified that the notes to the parent company annual

financial statements provide adequate disclosure.

These assessments were made as part of our audit of the

parent company annual financial statements, taken as a whole,

and therefore contributed to the opinion we formed, which is

expressed in the first part of this report.

3. Specific checks and information

We have also performed the specific verifications required by law,

in accordance with professional standards applicable in France.

We have no matters to report as to the fair presentation and

the consistency with the parent company annual financial

statements of the information given in the management report

of the Board of Directors and in the documents addressed to the

shareholders with respect to the Company’s financial position

and annual financial statements.

With regard to the information given as provided for in

Article L.225-102-1 of the French Commercial Code on the

compensation and benefits paid to the Company’s directors

and executive officers and on commitments made to them, we

verified its consistency with the parent company annual financial

statements or with the data used as a basis for preparing these

financial statements and, where relevant, with the elements

collected by your company from companies controlling your

company or controlled by it. Based on our work, we attest to the

accuracy and fair presentation of this information.

In accordance with French law, we have ensured that the

required information concerning the purchase of equity interests

and controlling interests in the Company and the names of the

holders of shares or voting rights have been properly disclosed

in the management report.

The statutory auditors

Paris-La Défense, February 23, 2017

KPMG Audit

Department of KPMG SA

Mazars

Frédéric Quélin

Thierry Blanchetier

Partner

Partner