21 březen 2012
The Board of Directors will propose to the next AGM resolutions aimed at improving its governance
Paris, March 21, 2012 – The Board of Directors of Ingenico (Euronext : FR0000125346 - ING) chaired by Philippe Lazare, CEO, has decided to propose to the next Annual General meeting of Shareholders, on May 3, 2012, resolutions aimed at improving its governance practices in accordance with the Afep-Medef corporate governance code.
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The main proposed resolutions submitted to the vote of the shareholders are as follows:
- decrease of the number of Directors, from 13 to 9,whilst increasing the proportion of independent Directors;
- reduction of the Directors’ mandate duration from 6 to 4 years, as recommended by the Afep-Medef corporate governance code and by the almost unanimity of the other corporate governance guidance; in order to preserve the staggered renewal of the Directors, some mandates will exceptionally be proposed for a 2-year term.
Therefore, it will be proposed to simultaneously end the mandates of the current 13 Directors and to appoint 9 Directors as follows:
- 3 independent Directors, namely Ms Diaa ELYAACOUBI, Mr Xavier MORENO and Mr Elie VANNIER ;
- The appointment of a fourth independent Director will be proposed to the shareholders’ meeting , as Mr Guillaume CERUTTI is not asking for the renewal of his mandate due his other activities for Sotheby’s Europe;
- 3 Directors, proposed by Morpho, first shareholder of the Group : Mr Jean-Pierre COJAN, Mr Jean-Paul JAINSKY, Ms Celeste THOMASSON ;
- 1 Director member of the founding family: Mr Thibault POUTREL ;
- Finally, the renewal of the mandate of Monsieur Philippe LAZARE, CEO, will also be proposed.
A prior notice to the Annual General meeting of May 3, 2012 will be published in the BALO on March 26, 2012 and available on Ingenico’s website