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79

Registration Document 2016

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INGENICO GROUP

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3.1 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES 80 3.1.1 Governance structure 80 3.1.2 Composition of the Board of Directors – directors and executive officers 82 3.1.3 Ethical obligations imposed on directors 86 3.1.4 Organization and functioning of administrative and management bodies 88 3.1.5 Internal control and risk management 94 3.1.6 Shareholder participation in General Shareholders’ Meetings 98 3.1.7 Principles and rules adopted by the Board to determine the compensation and benefits of directors and executive officers 98 3.1.8 Information liable to have an impact on the price of a public offer 98 3.2 POSITIONS AND DUTIES AS AT DECEMBER 31, 2016, OF THE BOARD MEMBERS AT THE DATE OF THIS REGISTRATION DOCUMENT 99 3.3 COMPENSATION AND BENEFITS 108 3.3.1 Compensation of directors and executive officers 108 3.3.2 Compensation of Executive Committee members 115 3.3.3 Shareholdings of executive officers and employees in Ingenico Group 115 3.4 STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS 120 3.5 STATUTORY AUDITORS’ REPORT, PREPARED IN ACCORDANCE WITH ARTICLE L.225-235 OF THE FRENCH COMMERCIAL CODE, ON THE REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS OF INGENICO GROUP SA 122

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CORPORATE

GOVERNANCE