INGENICO GROUP: Governance - Changes to the Board of Directors, to
its Committees and to management
Governance
Changes to the Board of Directors, to its
Committees and to management
Paris, October 28, 2020 — The Board of Directors
of Ingenico Group met today to acknowledge the change of control of
the Company following the successful tender offer initiated by
Worldline, as a result of which the latter holds 88.64% of the
share capital representing at least 83.20% of voting rights in
Ingenico1 and 99.57% of the outstanding OCEANE bonds, before the
integration of the shares contributed in the context of the
reopening of the offer.
The Board of Directors was reconstituted on this
occasion and management was modified.
Following the success of the friendly tender
offer and in accordance with the statement made when the conclusion
of the combination agreement was announced in February 2020,
Nicolas Huss today resigned from his mandates as Chief Executive
Officer and Director of Ingenico, returning them the Board.
Nicolas Huss had been appointed by the Board of
Directors in November 2018 to reorganize and restructure Ingenico,
in order to revitalize the Group. The measures taken under his
leadership have revived the B&A business and boosted the
development of the Retail business, establishing a clear strategy
through the Fit for Growth plan, leading to improved results and an
increase in the company’s share price. The Board of Directors
thanks Mr. Huss for his important contribution to the Ingenico
Group's recovery and the conclusion of the combination agreement
with Worldline, resulting in the creation of the world’s
fourth-largest player in the payment industry.
The Board of Directors then moved on to the
reconstitution of the Board of Directors in order to reflect the
acquisition of control of Ingenico by Worldline, as envisaged by
the combination agreement. The Board acknowledged the resignations
of Agnès Audier, Diaa Elyaacoubi, Caroline Parot, Nazan Somer
Özelgin and Thierry Sommelet as Independent Directors, Nicolas
Huss, Bernard Bourigeaud, Xavier Moreno, Michael Stollarz and Elie
Vannier as Non-independent Directors, and the departure of Arnaud
Lucien, Director representing employees, given that the controlling
company already meets this obligation.
The Board also appointed Claude France, Gilles
Grapinet and Eric Heurtaux, representing the interests of
Worldline, as Directors, and Jean-François Rambicur as an
Independent Director.
As a result of these appointments, which will be
submitted to the next Annual General Shareholders’ Meeting for
approval, the Board is composed of five directors: Gilles Grapinet,
Eric Heurtaux, Claude France, Sophie Stabile and Jean-François
Rambicur, i.e. three men and two women, including two Independent
Directors. The governance therefore remains in compliance with the
principles defined by law and the AFEP-Medef Code to which the
Company refers.
After these changes, the Board of Directors
appointed Gilles Grapinet as its Chairman and entrusted Marc-Henri
Desportes, Deputy Chief Executive Officer of Worldline, with the
management of the Company, thus maintaining Ingenico’s current mode
of governance, i.e. separating the roles of Chairman and Chief
Executive Officer.Lastly, the Board changed the composition of its
committees after renaming them, as follows: Eric Heurtaux and
Jean-François Rambicur are joining the Audit Committee, which will
be chaired by Sophie Stabile.Sophie Stabile is joined on the
Nominations and Remunerations Committee by Eric Heurtaux and
Jean-François Rambicur, who is appointed Chairman of this
committee.The Strategy and Investments Committee is now composed of
Gilles Grapinet as Chairman, Jean-François Rambicur and Sophie
Stabile.
The Rules of Procedure of the Board of Directors
of Ingenico have been revised, partly to reflect these changes.
Gilles GRAPINET
Gilles Grapinet is a graduate of the École
Nationale d’Administration and a French Inspecteur Général des
Finances (General Finance Inspector). He was Director of
Information Systems and Strategy at the French Direction Générale
des Impôts (Tax department), and Director of the Copernic program,
charged with creating an “e-Tax department” for electronic filing
of tax returns and payment of taxes. He was an economic and
financial adviser to the French Prime Minister in 2003 and 2004,
and then chief of staff (Directeur de cabinet) to two ministers of
the Economy and Finances from 2004 to 2007. In 2007, he became a
member of the Executive Committee of Crédit Agricole SA, in charge
of Strategy and later of the Group’s Systems and Payment Services
division. Mr. Grapinet joined Atos in December 2008. He served as
Senior Executive Vice-President in charge of Global Functions of
the Atos Group, in which capacity he has headed Global Support
Functions, ensured coordination and development of Global Sales and
Marketing as well as of the Consulting and Technology Services
division of the Atos Group, and supervised development of the
Group’s activities. Mr. Grapinet has been Worldline’s Chief
Executive Officer since July 2013 and also Chairman of the Board of
Directors of Worldline since October 2019. He received the French
Légion d’Honneur (Chevalier) in 2011.
Eric HEURTAUX
Eric Heurtaux is a graduate from Ecole des Mines
de Paris and holds a Master of business Administration from INSEAD.
He began his carrier at the Boston Consulting Group. For more than
12 years within the Atos group, he held several positions among
which driving the group TOP program, enhancing Atos operational
performance and conducting the integration of acquired companies in
Atos, in particular Bull. Eric was previously Chief Financial
Officer of Atos Big Data & Security (BDS) division, where he
was responsible for strategic and financial planning, financial
controlling and reporting, internal control, tax & corporate
development. As Worldline Chief Financial Officer, he oversees the
Company’s finance and accounting organizations and is also in
charge of the Purchasing department.
Claude FRANCE
Claude France is a graduate from Institut
National Polytechnique de Grenoble. She started her career in the
telecom sector at Alcatel and joined the Atos group in 1988, where
she held various operational and commercial positions. After having
managed the French Financial Processing and Software Licensing
business upon the creation of Worldline in 2004, she then directed
for 5 years the strategy, the marketing and the business
development of the Worldline Group. From July 2011 to April 2020,
she manages the business of the Worldline Group in France. In April
2020, she was appointed Head of Mobility & e-Transactional
Services (MTS) Global Business Line.
Jean-François RAMBICUR
Jean-François Rambicur graduated from the Ecole
Centrale of Lyon. He spent his entire career at Andersen Consulting
(which is now Accenture) in which he was a partner during many
years. Since January 1st 2009, he has shifted his focus to
humanitarian activities and in new ways of involvement in
companies. From 2009 to 2015, he was an independent non-executive
director of Bull. Since 2012, he serves as an independent
non-executive director of Roquette Frères.
Sophie STABILE
Sophie Stabile has been appointed chief
financial officer of Lagardère SCA on October 2020. She is also the
founder of Reverence, a consulting firm, equity investments in the
real estate and hotel sector. She was appointed as independent
director of Ingenico Group in 2018, a position she still holds.
Sophie Stabile was Chief Executive Officer of HotelsServices France
and Switzerland, within the AccorHotels Group, from 2015 to 2018.
She was also a member of the AccorHotels’ Executive Committee.
Previously, she held the positions of Chief of Accor’s
Consolidation and Information System Department (1999-2006) and the
Group’s Controller-General (2006-2010), before being appointed
Chief Financial Officer and a member of Accor’s Executive Committee
(2010-2015). She began her career in 1994 at Deloitte Touche, where
she worked as an audit supervisor until 1999. Sophie Stabile is a
graduate of the École Supérieure de Gestion et Finances.
Marc-Henri DESPORTES
Marc-Henri Desportes is a graduate of the Ecole
Polytechnique and of the Ecole des Mines de Paris. He was Deputy
Program Director of the Copernic program at the French Ministry of
Finances from 2000 to 2005, and then was in charge of audit
coordination at BNP Paribas from 2005 to 2006. Mr. Desportes was
then Chief Information Officer at BNL, BNP Paribas’ Italian
subsidiary. He joined the Atos group as a member of the Executive
Committee in 2009 and as Director of the Global Innovation Business
Development & Strategy Global Business Lines (GIBS), then,
became Director of the High Technology Settlement Services and
Specialized Activities Business Unit in July 2011. Mr. Desportes
joined Worldline as General Manager in 2013 and was appointed
Deputy Chief Executive Officer in 2018.
About Ingenico Group
Ingenico Group (Euronext: FR0000125346 — ING) is
shaping the future of payments for sustainable and inclusive
growth. As a global leader in seamless payment services, the Group
supports merchants by offering secure solutions across all sales
channels and adapts to its customers’ ambitions to help them ensure
a unique customer experience. Ingenico Group is the trusted
world-class partner for financial institutions and retailers, from
the smallest merchants to several of the world’s best known global
brands. It has a strong global base, with more than 8,000 employees
worldwide, of 90 nationalities, and a commercial presence in 170
countries. Our international community of payment experts
anticipates changes in commerce and consumer behavior to provide
our customers with the most comprehensive, state-of-the-art
technological solutions, wherever they are needed.
www.ingenico.com
@ingenico
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Contacts / Ingenico Group
InvestorsLaurent Marie — VP Investor Relations
and Financial Communication(Tel.): +33
(0)1 58 01 83 24laurent.marie@ingenico.com
MediaHélène Carlander — PR Officer(Tel.): +33
(0)7 72 25 96 04helene.carlander@ingenico.com
1 On the basis of share capital consisting of
63,713,047 shares representing no more than 67,878,793 voting
rights as at September 30, 2020 (it being specified that Ingenico
holds 1,284,299 treasury shares representing 2.02% of its share
capital, not taken into account in the calculation of the
above-mentioned holding percentages).
- PR_Communiqué Gouvernance_EN