Ingenico – AGM 11 june 2020
On February 3, 2020, Worldline and Ingenico announced that their respective Boards of Directors have unanimously approved a business combination agreement pursuant to which Worldline would launch a tender offer for all Ingenico shares, consisting of a 81% share and 19% cash transaction.
Governance
Due to the separation of the functions of Chairman of the Board and Chief Executive Officer and the independence of the two candidates, the re-elections of Board members, including the Chairman, will be approved (resolutions 4 to 6).
Compensation
Although transparency and alignment with performance are satisfactory, the CEO's 2019 compensation is unbalanced due to excessive variable compensation, in particular because of an overly generous performance share granting. As a result, the total amount is too high compared to his French peers. Under these conditions, we recommend opposition to resolution 9.
For 2020, the compensation policy will still allow potential amounts that are too high. However, although cyclical, the decision to reduce the fixed and variable remuneration of the CE by 25% during the period of short-time working due to the Covid-19 crisis seems to justify a positive recommendation for resolution 12.
Ingenico Group is a business technology company, operating in 125 countries. Co. designs, develops and supplies payment terminals, offering mercantile payment solutions, cross-border and global payment services and certified global service platform. Co.'s services are done around Payment terminals and software; Terminal estate management, security application updates; Connectivity ensuring the terminal-to-bank host connection; Full after-sales service taking charge of every phase in the lifecycle of terminals and software; 24/7, from installation, maintenance & repair to upgrades; Centralization of transactions; End-to-end security - from terminal to bank or processor..
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