the case - Cegid Group

Transcription

STEP INTO
THE DIGITAL
WORLD
2013 registration document
CONTENTS
04
JEAN-MICHEL AULAS,
CHAIRMAN’S MESSAGE
28
CEGID AND our PARTNERS
06
P ATRICK BERTRAND,
2013 Overview, 2014
Strategy and outlook
30
OUR PEOPLE AND
OUR COMMITMENTS
08
BRINGING TECHNOLOGY
INTO THE CORE OF YOUR
BUSINESS
36
KEY FIGURES
14
YOURCEGID, ENTERPRISE
SOLUTIONS AS UNIQUE AS
YOU ARE
44
GENERAL INFORMATION
20
WITH CEGID, YOUR
PROVIDER IS JUST
AROUND THE CORNER
54
INFORMATION ABOUT
THE ISSUER’S BUSINESS
22
OUR CUSTOMERS
56
MANAGEMENT REPORT
24
CEGIDLIFE, CEGID’S BRAND
OF CUSTOMER RELATIONSHIPS
88
CORPORATE SOCIAL
RESPONSIBILITY
26
EXTENSIVE
INTERNATIONAL PRESENCE
109
2013 FINANCIAL STATEMENTS
© Stéphane Guiochon
Cegid, supporting companies in their
digital transformation
WITH TODAY’S DIGITAL TECHNOLOGIES, POSSIBILITIES ARE ENDLESS. DIGITAL
TECHNOLOGIES
OFFER
COMPANIES
A
REMARKABLE
OPPORTUNITY
TO
TRANSFORM AND IMPROVE, BECOME MORE COMPETITIVE AND PROVIDE BETTER
STRUCTURED, HIGHER QUALITY PRODUCTS AND SERVICES. BUT COMPANIES
CANNOT UNDERTAKE THIS TRANSFORMATION ALONE. OUR GOAL IS TO BE THEIR
PARTNER SO THAT THEY CAN RESPOND TO THIS MAJOR SHIFT IN THEIR DAY-TODAY OPERATIONS.
4
En g a g e
TO SUPPORT THIS TREND, CEGID HAS
ALSO CHANGED OVER THE YEARS.
OUR PRIORITIES ARE NOW TO:
Maintain expertise in digital technologies and use our
knowledge as a catalyst for growth and a means of
helping start-ups prosper. This commitment is one
of the pillars of our corporate foundation, which will
be operational in 2014. Actively supported by our
employees, this new Group-wide project is a direct
reflection of the corporate spirit that has always infused
everything we do.
Innovate
Harness innovation and transform it into results for our
customers. At Cegid, this has always been the driving
force behind our R&D teams’ efforts as they follow
major market trends, which now focus on mobility,
business analytics, collaborative work and the cloud.
In keeping with these trends, we sold more SaaS
(Software as a Service) solutions than license-mode
solutions in 2013, reflecting how our business model
is progressively changing and impacting the company
as a whole.
Promote talent
Cegid’s ambition and success is due to us having
developed a collective raison d’être, drawing on
individual talents and implementing a human resources
policy that nurtures individual development, internal
mobility and responsible social behavior. Furthermore,
we offer a pleasant, modern working environment to
bring out the best in our people, both at a professional
and personal level.
Triumph
Companies set themselves daily goals, be it to increase
expertise, win new customers or expand into new
continents. To guide their development strategy, they
need access to a large amount of secure, "intelligent"
data, available anytime and anywhere in the world. The
private cloud we created with IBM France has enabled
us to secure our applications, create mobile versions
and equip them with KPIs and decision-making
support tools for better management capabilities.
Via our Retail solution range, and more recently, our
solutions for manufacturing companies, we have also
stepped up the pace of our development abroad in
most of the economies offering high-growth potential
to our customers.
We are entering a new
digital world that focuses
on people and delivering
value-added, serving
companies and the men and
women who work in them.
It is a world we enter
comfortably and embrace
with enthusiasm.
Manage
Control costs while maintaining high-quality service.
Like most companies, we have committed to improving
our efficiency and optimizing expense allocation with a
focus on boosting the return on our R&D investments,
streamlining our product ranges, and improving our sales
productivity and distribution costs. Good management
frees up resources that can be invested in optimizing
product quality and customer relationships.
Jean-Michel Aulas
Chairman
5
products totaled €38 million, up 41%. Few other
traditional software providers can claim such success.
We needed an aggressive, highly-structured change
management approach to achieve it.
Another essential vector of our success is our
unwavering focus on the users of our solutions and
the industries and functions in which they work. A
strategic fundamental of our approach to innovation is
to make our software relevant to the ways in which it
is used. Technology’s purpose is to make life easier for
its users. This belief underpins everything we do. Our
specific focus on individual industries and functions
is a strength in today’s business landscape, with
companies abandoning the big bang approach to IT
system upgrades in favor of targeted investments in
the component parts.
Patrick Bertrand
CEO
Cegid makes the digital
transformation easy
Technology’s purpose
is to make life easier for
its users. This belief
underpins everything
we do.
In 2013, the year of our 30th anniversary, our
operating income increased considerably,
securing our position as a leading software
provider. We achieved this through a visionary
strategy over several years, by focusing on
the SaaS paradigm and a vertical market
approach. In 2014 and the years to come, we
will continue to be an active contributor, as
the market undergoes a major shift toward
the digital transformation of businesses.
SaaS is a strategic development priority for Cegid.
How does it foster innovation?
Cegid’s SaaS expertise is a major competitive advantage.
Our acquisition of CCMX in 2004 enabled us to build
targeted SaaS expertise, giving us a good head start
on our competitors. Demand for SaaS solutions is very
strong from companies of every stripe. With a highly
diversified catalog of products and services, we have
a solution for every company, regardless of its size or
structure.
Patrick Bertrand, 2013 was a good year for Cegid.
What were the vectors of growth?
Software development, our core activity, advanced by
7%. This was a great achievement. We significantly
outperformed market forecasts, which predicted that
software providers would grow on average around
1.4%. Software development now represents around
70% of our revenue, in contrast with 2000, when
hardware sales and related services accounted for
45% of our revenue. Since then, Cegid has become
a software expert and is now one of Europe’s largest
SaaS-mode enterprise software providers (source
PAC 2012). In 2013, our revenue from SaaS-based
SaaS is key to our future development. We have
transformed from being a pure player to a cloud provider.
With over €66 million in SaaS contract revenues
invoiceable between now and 2018, we have achieved
strong growth in this area. This shift has strengthened
our recurrent revenues, which now account for more
than 57% of sales. We aim to increase our invoiceable
SaaS contract revenues to €100 million by 2015/16
6
and raise the recurrent-revenue percentage of sales to
around 70% in the years to come. We are successfully
transforming our business model on a fundamental
level, while maintaining sound operational and financial
performance.
How is Cegid’s transformation process in phase
with changes in the IT market and the future of all
businesses?
Digital technologies are having a fundamental impact
on how companies around the world drive their strategy
and operations. SMEs are lagging far behind in the shift
to digital. We can support their digital transformation
by helping them to incorporate the innovation potential
afforded by these technologies into their processes.
The cloud is an excellent means of boosting a
management application’s functional reach and a
powerful way of integrating new technologies such
as mobility, embedded BI (Business Intelligence), big
data exploitation, multichannel customer relationship
management and new modes of collaboration. With our
MOBICLOTM concept, which closely aligns with market
innovations, our mission is to act as an intermediary
and facilitator, converting technological advances into
practical uses for the various functions in a company.
Cegid has been actively involved in community-based
projects for several years now. We have launched calls
for projects in the areas of education, integration into
the workforce, health and digital entrepreneurship. Our
aim is to participate both as a company and to have our
people participate in these kinds of projects in the local
community. With regard to human resources, quality
and commitment are two of our essential values. We
believe in the management theory that postulates that
a company will only succeed if its employees are willing
to contribute to its success. If our people are motivated,
then we will be able to take on tomorrow’s challenges
with determination, and more importantly, enthusiasm.
How can Cegid make 2014 even better than 2013?
We must make our internal operations even more
efficient by improving the go-to-market strategy,
tapping into new markets, expanding our geographical
coverage and boosting our R&D through even more
skills-sharing. The resilience of our line of business,
the maturity of our offering and our strategic decisions
look set to be supported by a more favorable business
environment. GDP growth will naturally be buoyed by
corporate investment, in particular in software and
services, and more specifically, cloud-based offerings.
We are well positioned to take advantage of this
positive momentum, both through organic growth
and acquisitions. It is essential that we strengthen our
critical mass to actively step up our positions in France
in a market that is still highly fragmented, and make our
mark on the international stage in our chosen areas of
expertise.
We must also pay close attention to how our individual
companies are developing and not hesitate to divest
from those activities necessitating lengthy development
in order to achieve critical mass.
7
* MOBICLO TM : Mobility, Business Intelligence, Cloud Computing
How can a company like Cegid contribute to the
challenges our society faces?
Yourcegid’s
technology
has your
business
in mind
8
MOBICLO™, A STRATEGY FOR FACILITATING
COMPANIES’ DIGITAL TRANSFORMATION
In today’s world, rapid understanding of economic
changes, swift execution and agility are the means by
which companies maintain their competitive edge. It is
therefore only natural that users of enterprise solutions
want their mobile applications to be available on all
types of devices, including smartphones and tablets.
They want relevant information on their industry and
the freedom and security offered by a SaaS solution.
In response to this need, we have built our innovation
strategy around mobility, Business Intelligence and
the cloud—the seeds from which tomorrow’s digital
world will grow. This digital transformation will put
infrastructure in the cloud, interfaces in our pocket,
and bring intelligence, more than ever, into the core
of the business.
9
Digital transformation as a
tool for competitive differentiation
DIGITAL TECHNOLOGIES ARE CHANGING THE WORLD. IN THE SPACE OF A FEW YEARS, OUR
RELATIONSHIP TO DIGITAL APPLICATIONS HAS BEEN TRANSFORMED. THE WIDESPREAD USE OF
SMARTPHONES AND TABLETS HAS PROFOUNDLY CHANGED OUR SOCIETY. MILLIONS OF PEOPLE
AROUND THE WORLD ARE NOW PERMANENTLY ONLINE AND CAN MANAGE INCREASINGLY DETAILED
INFORMATION AND DATA IN SHORTER AND SHORTER TIMEFRAMES.
1.4 BILLION
229
SMARTPHONES
VS. 187 MILLION
PCs SOLD
IN THE WORLD
320
Source: www.journaldunet.com
1 million
APPLICATIONS
million
iCLOUD USERS
IN THE APPLE STORE
Source: www.icloud.com
Source: www.apple.com
10
DATA ACCESS
Cloud
Source: www.journaldunet.com
TABLETS
2013 SALES
Million
Smartphones
PERSONAL USAGE IS CONSTANTLY CHANGING
Internet and new technologies have not just changed the way
we live, they have also changed the way businesses function.
Companies are now adopting these new tools because they add
value and promote their growth.
59%
3 years = 2 x
of French IT decision-makers believe that they can
now make use of data that has been inaccessible
up until now, and 40% believe that the increased
responsiveness makes new business models
possible.
Over the last three years,
companies that use the internet
intensively have grown twice as
fast as other companies, and
have exported twice as much.
Source: Markess International
Source: Afdel
37%
of French IT decision-makers consider that the cloud
boosts return on investment.
Source: IDC
66%
of CFOs think that management control and
reporting account for an increasing proportion of
their work.
Source: Baromètre Phi – 2012
11
From a technological edge
to everyday user value
FOR MORE THAN 30 YEARS, CEGID HAS ACTED ACCORDING TO THE BELIEF THAT TECHNOLOGICAL
REVOLUTIONS ARE OF NO USE IF THEY ARE NOT TRANSFORMED INTO SOURCES OF INNOVATION
FOR OUR CUSTOMERS. AS COMPANIES INCREASE THE PACE WITH WHICH THEY INTEGRATE NEW
TECHNOLOGIES, WE HAVE THOUGHT FIRST AND FOREMOST ABOUT OUR USERS, AS CAN BE SEEN
IN OUR MOBICLOTM STRATEGY.
them better insight into their function or industry.
Using this information, managers can build their own
intuitive indicators and dashboards.
MAKING APPLICATIONS MOBILE:
ACCESSIBILITY AND RESPONSIVENESS,
ANY TIME, ANYWHERE
SAAS AND THE CLOUD
Via Yourcegid Mobile, Cegid has equipped all of
its solutions with interfaces designed for mobile use
(smartphones, tablets, etc.). These solutions give
their users full mobility and allow for imaginative ways
of creating new sources of employee performance.
Yourcegid On Demand solutions give enterprises
a complete set of services including hosting and
operating Cegid solutions. Customers increase
the security and performance of their information
system, free themselves from both hardware and
software constraints, and plan and control their
budget through an all-inclusive subscription.
BUSINESS INTELLIGENCE: THE POWER
OF RELEVANT INFORMATION FOR YOUR
BUSINESS
The cloud revolution supports industry transformation
by proposing comprehensive, customizable online
application and service plans. At Cegid, we actively
collaborate with our ecosystem of expert partners
so as to offer each user a personalized workspace
containing all the data, indicators, management
solutions and value-added services they need to
perform their job.
Putting
powerful
industry-specific
business
intelligence within the reach of users is the mission
of Yourcegid Intelligence. We have broadened
access to decision-support tools by embedding
a new generation of ready-to-use, intuitive and
powerful business intelligence in our vertical
solutions, enabling the analysis of key company
data. This gives users access to applications that
transform raw data into intelligent information, giving
Expertise, power and security
In 2012, Cegid teamed up with IBM, a major player in cloud computing, to build a "Made-in-France" cloud
for private companies and the public sector. Thanks to this private, personalized cloud, almost 100,000
users are now using their SaaS solutions in complete security. All data is stored in France and monitored
24/7 in a market-leading cloud infrastructure. At Cegid, our 40-strong team of experts build, test and
improve the cloud on a daily basis to ensure that Cegid solutions are highly secure and very powerful.
12
Cegid,
leading the
way to the
cloud
CHARLES
Systems and networks engineer
specializing in the cloud
95,000
35,000
700
SMALL
COMPANIES
USERS IN SAAS MODE
LOCAL AUTHORITIES
AND OTHER PUBLIC ENTITIES
ONLINE
1,100 CPA FIRMS
315,000
CONNECTED
@
ONLINE DECLARATIONS VIA THE
etafi.fr
SUBMISSION PORTAL
POINTS OF SALE
13
SaaS
280,000
1,300
EMPLOYEES MANAGED IN
"ON DEMAND" (SAAS) MODE
Yourcegid, enterprise solutions
as unique as you are
YOU
Finance
Taxation
Human Resources
Retailing
Manufacturing
Hospitality
Accounting profession
Services
Trade
Public sector
Chief executive
Entrepreneur
CFO
Tax manager
Human resources
Software for Business
director
Manufacturer
Retailer
Hotel / Restaurant owner
CPA
Company executive in trading
or services
Elected official or civil servant
14
US
Using
unobtrusive
technologies
delivering
relevant
information
wherever you go, Cegid makes the
needs of customers central to its
strategy and offers them industryspecific solutions devoted to the
development of their organizations.
400,000
USERS
Whether you are an entrepreneur, CEO, or
head of a public service, you are looking
for more than a powerful, function-rich
solution. You want a partner who can not
only respond to your day-to-day needs but
also support you and advise you as you
grow.
112,000
CUSTOMER
SITES
Every organization is unique and its needs
specific to its business and environment.
For this reason, Yourcegid*, the integrated
enterprise solution has made your
challenges central to its design.
* Yourcegid is the brand name for Cegid solutions
Yourcegid Y2, the
next-generation ERP
Designed to support the digital transformation
of companies, Yourcegid Y2 is a new, fullymodular and integrated management solution
at the crossroads between mobility, BI and
the cloud. Yourcegid Y2 meets companies’
needs for increasingly powerful solutions in
the areas of finance, capital assets, payroll,
human resources, multichannel retailing,
replenishment, supply chain, production and
business management. Yourcegid Y2 provides
companies with tools that perfectly match their
industry-specific needs.
With Y2, your
company is even
stronger.
15
Yourcegid, solutions
for every function
FINANCE, TAXATION, HUMAN RESOURCES: WITH DATA SECURITY, SIMPLIFIED PROCESSES AND
MEANINGFUL INFORMATION, YOURCEGID ENTERPRISE SOLUTIONS ARE POWERFUL, RELIABLE
AND INNOVATIVE SOLUTIONS FOR COMPANY MANAGERS.
functionality in addition to mobility and the
cloud. Thanks to Yourcegid Taxation Intelligence,
it also offers advanced dashboards, workflow and
reporting functions that facilitate collaboration and
supervision.
Yourcegid FINANCE
Yourcegid Finance offers you full coverage of the
entire financial chain, from comprehensive, robust
central accounting functions (accounting, fixed
assets) to expert applications (cash management,
taxation, legal and management reporting
consolidation) and service-oriented collaborative
solutions (expense reports, paperless purchasing,
accounts receivable, budgeting, management
reporting).
Yourcegid Human Resources
An offering that covers all areas of the human
resources function.
Talent management, for developing a company’s
human capital: Skills identification, employee
retention, performance appraisals, continuous
learning, succession plans, career reviews, mobility,
etc.
With our comprehensive, modular and user-oriented
information system, you can optimize processes
and accelerate decision-making in your SME or
public entity.
Yourcegid Finance includes the operating dimension
and top-level coordination all in the same enterprise
software approach, for better cash management.
Payroll and personnel administration, for delivering
fully optimized, high-quality service in compliance
with legal and regulatory requirements.
Time management and activity management, for
optimizing resource planning.
Yourcegid Taxation
HR internal auditing for controlling staff expenses,
employee savings plans and commitments to
employees.
Yourcegid Taxation, a standard in the market for
many years now, offers a complete, robust solution,
tailored to the legal requirements companies must
fulfill: tax returns and financial publications (Etafi), tax
consolidation, other tax statements, online EDI filings,
and also tax management. New in 2014: the Etafi.fr
portal will be enriched with another service enabling
companies of all sizes to meet the latest mandatory
requirements relating to the reform on rental values
(EDI application and rental disclosures).
Expertise in HR roles is combined with technological
expertise in Yourcegid Human Resources. It
integrates new mobile usages, offers the agility
of the cloud and provides business intelligence
management tools.
Yourcegid Human Resources, the market’s
benchmark solution for companies and public
entities, enables HR directors to offer universally
regarded high-quality services that align with the
company strategy.
Owing to its integrated and modular design,
Yourcegid Taxation responds to the needs of
both SMEs and large groups, offering Web 2.0
16
17
Yourcegid,
vertical solutions
EVERY INDUSTRY HAS ITS SPECIAL CHARACTERISTICS AND EXPECTATIONS. CEGID OFFERS
INDUSTRY-SPECIFIC SOLUTIONS INTEGRATING THE CUSTOMER’S SIZE AND INDUSTRY DIMENSION
INTO THE VERY CORE OF ITS PRODUCTS.
Yourcegid PUBLIC SECTOR
Yourcegid MANUFACTURING
Production management, sales management, CRM,
planning, sales forecasting, sourcing, EDM, PLM,
workflow, etc. Yourcegid Manufacturing responds
to the operational and decisional needs of industrial
companies, be they manufacturers, sub-contractors
or wholesalers. 2,300 manufacturers worldwide
place their trust in Yourcegid Manufacturing.
Yourcegid SERVICES
The nicest place for local
authorities to work is in
the cloud
Yourcegid Services gives organizations that need to
track their business on a per-contract basis a holistic
view of each contract, project or assignment
(estimates, resources, agendas, procurement, à
la carte invoicing and tools for data analysis and
monitoring).
Specialized in local authorities and public services,
Yourcegid Public Sector delivers management
software in three functional areas: finance,
human resources and citizen services and also
offers Yourcegid Public Sector Channel, the first fully
SaaS-based online portal dedicated to small public
entities.
Yourcegid TRADE
Yourcegid RETAIL
Sales management, CRM, planning, sales
forecasting, sourcing, EDM, PLM, workflow, etc.,
Yourcegid Trade is designed to provide wholesalers
with a full 360-degree view of their business.
More than 1,000 retailers and 25,000 stores use
Yourcegid Retail. This solution, available in more
than 25 languages, in 75 countries and in SaaS
or On Premise mode, covers the entire Retail
value chain from supply optimization to managing
the various sales channels in an international,
omnichannel environment.
18
Yourcegid ACCOUNTING PROFESSION
Yourcegid HOSPITALITY
Single
and
multi-location
management,
calendar, online reservations, CRM and
satisfaction surveys, billing, mobile order-taking,
transmission to kitchens, inventory management
and replenishment, and manager statistics via
smartphone. Whether you run a restaurant or a
hotel, Yourcegid Hospitality answers all your needs.
Yourcegid ENTREPRENEURS
Accounting, sales management, payroll, Cegid
offers complete enterprise solutions, encompassing
accounting, sales management and payroll services
in On Premise or SaaS mode and tailored to the
needs of very small companies no matter what their
business sector.
Yourcegid Accounting Profession, composed of
Cegid Expert and QuadraEXPERT in On Premise
or SaaS mode, provides all the tools required to
support the development of accounting firms. In
addition, TDA’s NETsolutions offer complementary
advisory products and collaborative portal solutions
that facilitate and enrich the relationship between
CPAs and their customers.
Yourcegid Accounting Profession includes industryspecific solutions for auditors and accounting
oversight agencies.
19
With Cegid,
your provider
is just around
the corner
20
Closeness,
communication and support
Cegid is France’s leading enterprise software provider. Yourcegid solutions are
used every day by nearly 400,000 people worldwide.
Cegid is directly present in Paris, New York, San
Francisco, Sao Paulo, Barcelona, Madrid, Porto,
Milan, London, Casablanca, Tunis, Shenzhen,
Shanghai, Hong Kong, Tokyo, Dubai, Moscow
and Mauritius and also has almost 50 international
distribution and partnership agreements to support
customers as they grow worldwide.
Customers who choose a Cegid solution enter the
world of Cegidlife, experiencing Cegid’s brand of
customer relationship.
260
Two thousand employees and over 200 partners in
France ensure that we are close to our customers
every day, an essential ingredient for a serene,
enduring relationship.
2,000
PARTNERS IN FRANCE
AND ABROAD
EMPLOYEES
29
>10
LOCATIONS
IN FRANCE
SUBSIDIARIES
WORLDWIDE
21
Our customers
CEGID TAKES ACCOUNT OF THE SIZE AND BUDGET OF EACH PRIVATE COMPANY, ACCOUNTING
FIRM AND PUBLIC ENTITY, OFFERING PRODUCTS AND SERVICES THAT RESPOND TO THEIR
SPECIFIC NEEDS. IN THIS WAY, CEGID AND ITS SCALABLE SOLUTIONS SUPPORT CUSTOMERS
IN THEIR DIGITAL TRANSFORMATION, WITH THE SAME COMMITMENT WHETHER THE CUSTOMER
IS AN INDEPENDENT CONTRACTOR OR A LARGE CORPORATE GROUP, A SMALL TOWN OR A VAST
GOVERNMENT ORGANIZATION.
Entrepreneurs
LARGE COMPANIES
AND CORPORATE GROUPS
THEIR OBJECTIVE: SIMPLICITY
AND PRODUCTIVITY
THEIR EXPECTATION: AN EXPERT PARTNER
Cegid offers these business people light, simple
solutions that provide the basic functions of every
company.
CEOs, CFOs, human resources directors, chief
technology officers, production managers and
retailers all want solutions with proven expertise,
backed by a provider that can support them in
the deployment of larger, more complex projects.
The functional applications are thorough and the
business intelligence applications are state-of-theart. Modular, agile and integrated, these solutions
can be implemented rapidly and ensure a tangible
and immediate return on investment.
These solutions for the enterprise (accounting,
invoicing, inventory, payroll, etc.) or the industry
(service, wholesale, manufacturing, point of sale,
etc.) are available in SaaS mode and On Premise
mode.
SMEs
PUBLIC INSTITUTIONS
AND LOCAL AUTHORITIES
THEIR CHALLENGES: DAY-TO-DAY
OPERATIONS AND GROWTH
THEIR EXPECTATIONS: INTERNET, LEGAL
WATCH, PAPERLESS OFFICE, RELIABILITY,
LOCAL PRESENCE, AND SERVICE
COMMITMENTS
SMEs want solutions that are not only productive
immediately, but also scalable and capable of
supporting them as they grow.
Cegid Public has developed enterprise software
specially designed for use by towns or groups of
municipalities, emergency response units, public
institutions, public housing authorities, public sector
career services and local and regional authorities.
Since each organization is unique, i-meo, our
certified implementation methodology can be
adapted to your specific environment and ensures
comprehensive, structured project support based
on relevant experience. Cegid Public is customercentric, putting reliability, ease of use and expertise
at the core of its solutions. All solutions are also
available in SaaS mode.
Looking beyond the traditional functions of
accounting, payroll and sales management, Cegid
gives these companies powerful function-specific
applications (cash management, taxes, production
management, contract management, consolidation)
and decision-support tools, enabling them to both
manage and anticipate.
22
USERS
site s
100 000
CUSTOMER
SITES CLIENTS
84,000
s
112,000 400,000
" VERY SMA L L "
COMPANIES
400 0
23,000 SMEs
5,000
COMPANIES
COMPANIES
SMALL AND MID-SIZED
73 000 TPE
LARGE
22 000 PM
7,000
4,000
CPA
PUBLIC SECTOR
7FIRMS
000
ENTITIES
ExPERTS-COMPTABLES
union Immobilière
23
Cegidlife, Cegid’s brand
of customer relationships WHEN YOU BECOME A CEGID CUSTOMER, YOU ENTER INTO THE WORLD OF CEGIDLIFE.
AGAINST THE BACKGROUND OF TODAY’S NEW TECHNOLOGIES, CEGIDLIFE TRANSFORMS
CUSTOMER RELATIONS AT EVERY POINT IN THE VALUE CHAIN, FROM PRODUCT DESIGN TO
DEVELOPMENT AND FROM THE CUSTOMER RELATIONSHIP TO DEPLOYMENT AND SUPPORT.
Cegid’s definition of customer relationships:
first and foremost, it is about men and women
SYLVAIN
Security manager
and cloud guardian
le controleur sur
Listening to our
customers is a founding
principle of our company.
Together we make
progress.
400
EXPERTS PROVIDE CUSTOMER
SUPPORT
400
500
CONSULTANTS
420
40
24
Our
international
follow-the-sun
extension, gives Cegid’s customers the
same level of support 24/7 and around
the world. 700,000 calls handled in
2013.
visit customers every day to support
them in rolling out their projects.
DEVELOPERS
use agile methods and involve our
customers in the process of choosing
future developments and functionalities.
SALES REPRESENTATIVES
and more than 250 partners maintain
close
relations
with
customers
throughout France and abroad.
EXPERTS
manage Cegid’s private cloud and
ensure on a daily basis that our SaaS
solutions are secure.
Customer
satisfaction
is the overriding
priority
Bénédicte
A sales representative and very popular
with her customers
CUSTOMER RELATIONS...
THROUGH OUR CUSTOMERS’ EYES
86-92.5%
TO HELP OUR CUSTOMERS USE AND BECOME
PROFICIENT IN YOURCEGID SOLUTIONS AS
WELL AS INFLUENCE THEIR DEVELOPMENT,
WE HAVE SET UP A SYSTEM THAT COMBINES
CONSTANTLY LISTENING TO OUR CUSTOMERS
AND OFFERING CUSTOMIZED SERVICES.
OVERALL SATISFACTION RATE
(Based on those areas studied in 2013)
Areas studied: support, training, customer relationships, customer
infrastructure services.
OUR CUSTOMERS ARE HEARD
213,270
Whenever our customers are in contact with Cegid,
be it through our customer support staff or sales
representatives, etc., they have the opportunity to
speak their mind and let us know what they think via
online surveys.
PEOPLE SURVEYED IN 2013
CEGIDLIFE.COM, A PLATFORM FOR
SERVICES AND DIALOG
32,210
Customers wishing to consult information on
their industry, regulations, and the FAQs, or ask a
question, order online or chat with their community
can use:
RESPONSES HANDLED
www.cegidlife.com, a personalized portal,
accessible 24/7.
Cegid employees are responsible for contacting
any customers who have expressed dissatisfaction
in a survey in under 48 hours to understand their
problems and set up an action plan to remedy them.
52,000
USERS
25
UNIQUE
VISITORS
EVERY DAY
6,000
.
48h ALERTS
Locations
Implantations
C
Cegid France
Cegid Corporation
(USA)
C
P
Cegid Portugal
(Portugal)
Cegid Corporation
Cegid Iberica
(USA)
(Spain)
Cegid Morocco
STRONG LOCAL
PRESENCE IN FRANCE
(Morocco)
LILLE
CAEN
SAINT
BRIEUC
ROUEN
REIMS
NANCY
PARIS
RENNES
STRASBOURG
NANTES
BESANCON
ORLEANS
C
DIJON
TOURS
LOUDUN
S
CLERMONT
FERRAND
Cegid
Licenciamento
de Software
ROANNE
ANNECY
CEGID LYON
BORDEAUX
TOULOUSE
(Brazil)
(Head office)
GRENOBLE
MONTPELLIER
AIX
NICE
TOULON
26
THROUGH
SALES
SUBSIDIARIES
AND
NETWORK
CEGID’S
OF
WORLDWIDE
CEGID
PARTNERS,
RETAIL
Porto
SOLUTIONS
ARE
partners
DEPLOYED AND LOCALIZED IN MORE
CegidStore,
the online boutique open 24/7
THAN 70 COUNTRIES.
CEGID IS NOW A GLOBAL PARTNER
1 Retail offering in
more than 25 languages
READY TO SUPPORT THE EXPANSION
OF INTERNATIONAL ENTERPRISES.
MORE
THAN
10
INTERNATIONAL
SUBSIDIARIES
Cegid Limited
(UK)
Holding Cegid BV
(Netherlands)
C
Cegid P
260
OFFICES,
A
Cegid Vostok
(Russia)
Cegid Italia
(Italy)
Cegid Tunisie
(Tunisia)
Cegid Japan
Cegid Middle East
(Japan)
(UAE)
Cegid Software
(China)
Cegid Hong Kong Holdings Limited
(Hong Kong)
Cegid Brésil*
Sao Paulo
Cegid Mauritius
(Mauritius)
SUBSIDIARIES
PARTNERS
OTHER LOCATIONS
27
An ecosystem of partners
to support you around the globe
and around the clock
TODAY’S ENVIRONMENT DEMANDS OPENNESS, ALLIANCES AND PARTNERSHIPS. TO HANDLE
INCREASINGLY COMPLEX PROJECTS, CEGID HAS CREATED A COMPLETE ECOSYSTEM. TECHNOLOGY
LEADERS, COMPLEMENTARY SOFTWARE PROVIDERS, INTEGRATORS AND RESELLERS ALL ADD
VALUE TO CEGID’S PRODUCTS AND SERVICES.
Industry- and
function-specific
ENRICHING SOLUTIONS
Partnerships with
technology
partnerships
leaders for adaptable, secure solutions
Customers now expect an all-inclusive service
encompassing applications that cover not only
the whole of their field of expertise, but also offer
the benefits of paperless operations and industryspecific content that directly addresses their
needs. Partnerships with specialized software or
content providers enable Cegid to offer enriched
vertical solutions.
Cegid has formed strategic partnerships with leading
global players (Microsoft, IBM, HP, etc.) so its
customers can access the most advanced solutions
that upgrade naturally and seamlessly. Cegid only
works with the most widely-used technological
standards, using a non-exclusive, agnostic approach
so that its customers can make secure, lasting and
well-informed decisions. In 2012, Cegid signed an
Infrastructure as a Service agreement enabling
it to operate its SaaS solutions in a private,
personalized "Made in France" cloud.
The strategic agreement with Groupama aims to
develop innovative products and services with
added value for CPAs and their clients.
LONG-STANDING PARTNERSHIP WITH THE ACCOUNTING PROFESSION
More than 7,000 accounting firms using Cegid solutions advise their corporate customers in
the choice of an enterprise software solution. Cegid offers its small corporate customers a range
of packaged or On Demand solutions compatible with their needs and in synch with the system
used by their CPA. Communicative tools, similar ergonomics, facilitated data interchange, reliable
transmission: each of these features brings immediate productivity gains.
28
SOLUTION DEPLOYMENT
210Déploiement
reseller-partners
Selected integrators to handle
Des solutions
in France,
significant, international projects
and nearly 50 abroad
intégrateurs
200 partenaires
Certain application projects require a strong
commitment or a comprehensive approach including
Des
integration, third-party application maintenance, and
séleCtionnés
other support. To pour
respondporter
to this type of need and
les
projets
signifiCatifs
eton its software
in line with its strategy to refocus
internationaux
provider business, Cegid has joined forces with
Certains
projets applicatifs
nécessitent
engapartner-integrators
specialized
in thedes
industries
gements
forts ou un
globalRetail,
des
and functions
it accompagnement
addresses (Finance,
projets
(intégration,
Tma, support…).
Pourcompanies
répondre
Manufacturing,
HR/payroll,
etc.). These
are type
specialized
and et
certified
by area ofavec
expertise
and
à ce
de besoin
en alignement
sa strahelpvisant
us putàour
customer
tégie
se solutions
recentrerinto
sur production
son activitéatd’éditeur, le sites.
groupe Cegid s’est rapproché de partenaires
intégrateurs spécialisés sur les métiers adresTo ensure they build upon their skills, we offer
sés (finance, retail, industrie, sirh…). Ces
broad-based support. This might take the form
sociétés sont spécialisées et certifiées par domaine
of university training leading to certification, or we
d’expertise et viennent appuyer efficacement Cegid
might make functional and technical expertise
pour la mise en œuvre des applications du Groupe
available on a project or provide the required national
chez les clients.
or international support.
Afin d’assurer leur montée en compétence, Cegid
propose un dispositif d’accompagnement très large
allant de la formation certifiante en université, à la
HAS ALSO
DEVELOPED
NEW
mise àCEGID
disposition
d’une expertise
fonctionnelle
et
TYPES
OF
PARTNERSHIPS
FOR
THE
technique sur les projets ou encore d’un
support
ONLINE
SALE OF
SAAS SOLUTIONS,
national
et international
adapté.
SUCH AS WITH ORANGE AND ITS
CLOUD PRO SOLUTION.
CegiD a également ouvert De
In addition to its business-specific solutions and
direct presence in France, the 210 Cegid Partners,
certified by Cegid as experts in one or more
business lines, strengthen Cegid’s presence
en franCe,
among SMEs in France, including the very small
companies for which they propose dedicated
à l'étranger
solutions, also available in SaaS mode. Selected for
Complémentaires
des offres
métiers
et des
their expertise and specialist
know-how
in enterprise
implantations
directes
du Groupe
France, les
software solutions,
Cegid
Partnersenassess
their
Cegid
partners,
par Cegid needs
sur une
customers’
businessagréés
and organizational
in
ou
expertises
métiers,
viennent
orderplusieurs
to help them
choose and
roll out the
most
renforcer
la présence
appropriate Cegid
solution. de l’éditeur sur le
territoire national auprès des PME et PMI, ainsi
For international
in particular
in the
qu’auprès
des TPEdeployment,
pour lesquelles
ils proposent
des
retail
and
manufacturing
industries,
a
network
offres dédiées également disponibles en mode SaaS.
of 50 international partners, prominent in
Sélectionnés en fonction de leurs compétences et
enterprise software in their geographical region,
spécialisés en informatique de gestion, les Cegid
participate actively in Cegid’s international business
Partners accompagnent les clients, en fonction de
development strategy.
leurs besoins métiers et organisationnels, dans le
choix
puis le program
déploiement
de leur
solution in
Cegid.
A certification
validates
the expertise
the
Distributeurs
30
domestic
and international
partner
networksdans
withle
Pour
les offres
internationales,
notamment
"Gold" and
representing
the most
domaine
du "Silver"
retail et ratings
de l’industrie,
un réseau
de 30
advanced level
of qualification.
partenaires
internationaux,
qui font référence en matière de système de gestion dans leur zone géographique, participe activement à la politique de développement de Cegid à l’étranger.
nouvelles formes De partenariats
Un programme de labellisation vient valider l’expertise des réseaux nationaux et internationaux de partenaires, les mentions "Gold" et "Silver" attestant des
qualifications les plus avancées.
De vente en ligne De ses
appliCations saas aveC orange
pour son offre orange ClouD pro.
29
Our people
and our
commitments
30
CSR: a social and societal initiative
bringing hearts and minds together
INNOVATION AND COMPETITION AS
VECTORS OF RESPONSIBLE AND
SUSTAINABLE DEVELOPMENT
Economic values drive the company’s growth. But this
growth would not be complete without our people
and their ability to adapt to economic challenges and
the major trends that shape our society.
The world is always on the move. In the software
industry, where all is fully digital, behaviors,
technologies and markets are constantly changing,
requiring us to continually hone our expertise to
efficiently fulfill customer expectations. At Cegid,
we strive to bring people together to meet these
challenges by applying an HR policy designed to
foster their personal development and reinforce
their skills and ability to make an impact on their
environment. In this way, we can preserve the
employability and performance of our employees
over the long term.
Companies can retain their human resources by
enabling them to hone their existing skills on an
ongoing basis as well as continually learn new
skills. In this light, we have significantly increased
opportunities for training, internal mobility, student jobs
and recruitments from a wide range of backgrounds.
Cegid combines the principles of economic
performance and social responsibility to ensure
the company’s long-term viability. Our efforts
to promote broadness and diversity contribute
to a sustainable and environmentally sound
employment policy.
31
Real resources are
always human resources
WELCOME, INTEGRATE, TRAIN, ENCOURAGE MOBILITY, DEVELOP INDIVIDUAL AND COLLECTIVE
SKILLS, MOTIVATE EMPLOYEES AND REWARD PERFORMANCE, FOSTER ADVANCEMENT, AND
PROMOTE WELL-BEING IN THE WORKPLACE.
These are the focus of the human resources department as it accompanies employees’ development
within the company.
ONE CAREER = MANY CAREERS
Career-long knowledge-building is not only a
strategic priority for the company, it is also important
to society as a way to maintain the employability of
workers.
To supply the company with the sustainable pool of
skills it needs for enduring economic growth, Cegid
has set up a structure to develop and manage skills:
nboarding programs to make sure that new
O
employees have the required skill level and a
supportive environment for their success,
Work placements offer
a real taster of the world
of work
raining plans for each function, to help maintain
T
and develop core skills,
Internal, mobility-based advancement programs so
that employees can take advantage of promising
development opportunities related to their career
goals,
Laure, office-based sales in Lyon
raining for managers and support for young
T
students gaining work experience at Cegid.
My work placement gave me the opportunity to
immediately apply the theories I had learned about in
class. And conversely, my work experience helps me
better integrate what I am being taught at the university.
What’s more, since I arrived at Cegid, I have received
broad and varied training, which has been a valuable
addition to my studies.
In short, I am making much faster progress!
IN 2013, CEGID EMPLOYEES ENHANCED AND
EXPANDED THEIR SKILLSETS THROUGH MORE
THAN 45,000 HOURS OF TRAINING AND 20
STUDENTS JOINED US ON A WORK PLACEMENT.
32
ONE WOMAN = ONE MAN
The company-wide agreement signed in 2007
guarantees the same mobility opportunities
for men and women. It also demonstrates
Cegid’s efforts to adapt the working environment
to find a balance between professional and family
responsibilities.
Leslie, customer support
I have two children: a daughter who is 8, and a
son who is 2. I have flexible work-time arrangements,
enabling me to finish earlier in the evening. For me, it
was an obvious choice – I don’t spend as much on child
care, I spend more time with my children ... and my
mind is clear and focused when I am at work.
EXPERIENCE IS INVALUABLE
Michael Carter, Customer Support : "La mobilité
chez Cegid, c’est aussi la possibilité de passer d’un
For Cegid,
an employee’s
age En
is never
continent à l’autre
et de réaliser
ses rêves !
tous a basis for
discrimination.
We
firmly
believe
that
cas, moi je suis prêt pour l’aventure américaine". a company’s
performance
can only come from
Il travaille désormais
au sein and
de lastrengths
filiale new-yorkaise
diversity, including diverse age groups, and focus
de Cegid.
our efforts on conserving the skills of our employees,
regardless of their age.
"Great place to
work" ("KTB")
DISABILITIES: WHERE’S THE
DIFFERENCE?
KTB is a company-wide project that gives
employees a say in how their work and leisure
spaces are renovated. The new, brightly
colored decor and layout foster discussions
and teamwork, and associate employee
comfort with high-quality customer service
and performance. In 2013, we renovated
three spaces in Loudun, Orléans and Lyon.
Since 2009, Cegid has rolled out initiatives
to promote the employment of people with
disabilities. We want a realistic, caring, and open
policy to further the employment and professional
development of people with disabilities. The
agreement on disabilities, renewed in 2012, serves
to strengthen the other provisions in place, such
as the Disability Project and the development of a
network of disability liaison officers.
Malika, Orléans
Our offices are brighter, more spacious, and trendier!
Tatiana, Loudun
Over the last four years,
we have recruited 25
employees with disabilities,
fulfilled efforts to retain
employees, make facilities
accessible, and trained
over 60 managers on disabilities and managerial
practices. Our use of protected work environments
led us to seek a range of services from over 20
specialized providers. We also rolled out a major
communication campaign to raise employee
awareness via "The Adventures of Audrey", a
story about a young employee with a disability.
It is much easier to interact, build new relationships and
strengthen our team spirit.
January 8, 2013 — Kafet, the new dining area in Lyon, is opened
33
CSR, taking action to promote
sustainable development
AT CEGID, COMMITMENT TO DIVERSITY DOES NOT STOP AT OUR DOORS; IT EXTENDS
INTO OUR SOCIAL AND CULTURAL ENVIRONMENT. CEGID IS A PARTNER OF A NUMBER OF
NONPROFIT ORGANIZATIONS AND PARTICIPATES BOTH AS AN ENTITY AND THROUGH THE
GENEROUS INVOLVEMENT OF OUR EMPLOYEES IN FOSTERING PROFESSIONAL INTEGRATION,
ENTREPRENEURSHIP ASSISTANCE, EDUCATION AND HEALTH.
In the first half of 2013, we launched "Cegid Education
Summer University", the first major Cegid Education
event for business and management teachers. We
have also created "Edu’Club", the Cegid Education
program users club, giving teachers the opportunity
to discuss how they use Cegid solutions and to
suggest developments.
EDUCATION AS A MEANS OF INTEGRATION
Cegid expresses its strong commitment to
the employability of young people through a
variety of initiatives, training them in the digital
technologies used in the business world.
Numerous partnerships with secondary schools,
universities and professional training schools
bring the academic and professional worlds
closer together.
CEGID EDUCATION, BRINGING DIGITAL
TECHNOLOGIES INTO SCHOOLS
The Cegid Éducation program, launched in 2004,
supplies teachers with professional enterprise
solutions to be used for training their students. By
offering students this professional experience, the
Cegid Éducation program builds bridges between
schools and businesses and helps students enter
the job market. With its ERP officially recognized by
the French Government since 2005 as an important
teaching tool, Cegid Education has already attracted
more than 900 secondary schools, business schools
and professional training centers (public & private),
as well as around 100 universities and prestigious
French business schools.
Cegid Education involves more than
1,000 partners and trains more than
50,000 students every year.
34
tale du groupe. être un acteur solidaire de la
société, c’est aussi agir pour la santé, soutenir
la recherche et favoriser le bien-être de tous,
parents et enfants, confrontés à des problématiques de santé.
Health, another high
priority for Cegid
Cegid soutient financièrement la recherche contre
le cancer en prenant part à la campagne de collecte
of being
responsibleléon
corporate
citizen isDe plus, Cegid
dePartfonds
dua Centre
bérard.
promoting good health, research and the wellmobilise
ses clients en attribuant au Centre un abonbeing of patients and their families when health
issues arise.
dement
pour chaque commande passée sur son site
deCegid
vente
en financial
ligne. support
Ce projet
s’inscrit
provides
for cancer
researchdans la volonté
participating
the Léon Bérard
funddeby Cegid
de inpoursuivre
sonCenter’s
engagement
autour de la
raising drive. In addition, Cegid mobilizes its
santé
et du bien-être des malades et de leur famille.
customers by making a donation for every order
Dans
de cetwebsite.
engagement,
placedleoncadre
its e-commerce
This projectCegid souhaite
is
part
of
our
pursuit
of
our
commitment
to health
également impliquer ses collaborateurs
par l’organiand to the well-being of patients and their families.
sation
séances
de sensibilisation et
We alsode
encourage
our d’information,
employees to get involved
organizing cancer
awareness
and par le Centre
deby prévention
surinformation,
le cancer,
animées
prevention sessions led by the Léon Bérard Center
Léon
Bérard au sein de Cegid.
on Cegid premises.
SPORT
A MEANS OF INTEGRATION
l’insertion par
le AS
sport
Cegid s’implique dans différentes actions
d’insertion, d’éducation
et de soutien,
Cegid is involved in a variety of community
notamment avec
dans
ville,
integration,sport
education and
supportla
initiatives,
in
particular "Sport dans la Ville", an association
association dédiée à l’accompagnement de
helping young people in difficulty, which is also
jeunes en difficulté
également
soutenue
parGroup
ol
supported
by OL Fondation,
created by OL
in 2007.
fondation, créée
en 2007 par ol groupe.
Cegid a également apporté son soutien au Petit
Monde, association dédiée au bien-être de l’enfant
UNITED IN OUR COMMITMENT TO DONATING
malade
BLOOD au coeur de l’hôpital Femme Mère Enfant de
Bron.
In early 2014, Cegid held a
LE 8 AVRIL
The overarching mission of the nonprofit "Sport dans
la Ville" is to use sports as a means of helping young
Le groupe Cegidpeople
est engagé,
depuis
integrate their
localplusieurs
community années
and land
their
first
job.
In
order
to
reach
this
goal,
a
number
auprès de l’association Sport dans la ville. Cette assoof programs have been developed, each addressing
ciation a pour buta particular
premierneed:
de guider
jeunes
sur les
Job dansles
la Ville,
Entrepreneurs
dans la Ville,en
L dans
la Ville, etc.
chemins de la formation,
favorisant
par le sport, leur
POUR LE DON DU SANG,
ON EST TOUS DE LA MÊME
ENTREPRISE.
insertion socialeMore
et professionnelle.
d’atteindre
than just a financialAfin
arrangement,
the
partnership
with
Sport
dans
la
Ville
is
a
deeply
cet objectif, plusieurs programmes sont développés,
rewarding experience, making a difference to
chacun répondant
à unlivesbesoin
particulier
: Job
people’s
in the community.
Right from
the dans
outset
of the collaboration,
CegidPeople
expressed
their
la Ville, Entrepreneurs
dans la ville,
L dans
la ville…
blood donor day in partnership
with EFS. The event, held in
Cegid’s head office, attracted
close to 250 donors, including
our employees and donors from
other companies in Lyon’s hightech district.
A successful example of community engagement.
enthusiasm for the cause by becoming sponsors.
Au-delà d’un simple partenariat financier, l’action
menée avec Sport dans la ville est une véritable expérience humaine, enrichissante et solidaire. Depuis
le début de cette collaboration, les CegidPeople
témoignent leur enthousiasme pour cette cause en
We are aware of the difficulties
s’investissant en tant
que marraines et parrains.
that young people face in
Cegid creates its
corporate foundation
In June 2013, at our 30th anniversary, we
announced that from 2014 onwards, we
would group our existing initiatives in the
areas of Education, Integration, Health
and Entrepreneurship under the umbrella
organization Cegid Foundation.
integrating the workforce,
and so in July 2013, we signed
a
partnership
agreement
with Mozaik RH, a specialist in
recruiting
candidates
from
diverse
backgrounds,
in
particular young people from
disadvantaged neighborhoods.
One of the Foundation’s main goals will
be to use its funding to help finance and
support technology start-ups, mainly in the
Rhône-Alpes region and in the regional
ecosystem, with the help of our staff.
35
Key figures
36
Sales
€263.8M
€258.1M
€259.9M
6.6
1.2
1.0
Active SaaS
contracts
€66M **
CA SaaS
+41.6% *
(+26% *)
258.7
Recurring revenue
(% of total)
257.2
257.1
2011
2012
2013
50%
54%
57%
DIVIDEND
Changes in scope
Amount
At constant scope
* Change 2013/12
** As of 01/01/2014
FINANCIAL STRUCTURE
AND EARNINGS
€1.05
€1.05
Yield
7.3%
6.9%
2011
2012
€1.10
4.3%
2013 *
*P
ending approval by shareholders at their Ordinary Meeting
EBITDA in € millions
62.9
61.4
Distribution of share capital
as of March 31, 2014 (in voting rights)
Income from ordinary
activities in € millions
29.1
22.7
33.1
Margin on ordinary activities
(as a % of sales)
11.0%
8.8%
12.0%
Cash flow generated by the
business before interest and
tax paid, in € millions
cegid group
69.1
Groupama group
26.89% (26.31%)
Free float
51.75% (52.87%)
62.4
57.5
68.3
2011
2012
2013
ICMI
10.05% (14.34%)
Executive Board
1.04% (1.56%)
Eximium
5.03% (4.92%)
Treasury shares
5.24% (NA)
Stock market: Eurolist by Euronext Paris Segment B
ISIN stock code: FR0000124703
Reuters: CEGI.PA
Bloomberg: CGD FP
NextEconomy FTSE segment: 9537 Software
Indices: CAC All Shares, CAC All-Tradable, CAC Mid & Small,
CAC Small, CAC Soft. & C.S., CAC Technology, NEXT 150
Gearing: 0.28
37
Satisfied Cegid customers
Ballatore & Chabert
Groupe 2C
Having immediate access to data, regardless
of where I am is a significant advantage and the
productivity boost of tomorrow.
Aubade
PMU
Botanic
Pierre Fabre
Lenôtre
Biocodex
Kocca
TDF
E.Leclerc
Carré Blanc
André
Roziere
H&M
Allibert
EMC2
Thiriet
Yourcegid Etafi is a
practical, easy-to-use
application. Our CPA has
also chosen to use it
Médicis
GROUPEMENT DU MARSAN
Groupe Tournier
Union Plastic
LOUIS PION
TSO
Didier Sargès, Director of Operations
Ace Hôtel
CONSEIL GéNéRAL DE LA MEUSE
Le Lido
CFO
BPO Conseils
Blanco
Equivalenza
Asics
Yves Rocher
Panzani
Titeflex Europe
Hotel Hyatt
L’Occita n e
Cegid’s international experience and know-how
give us the guarantee of a controlled secure
management system.
Etienne de Verdelhan, VP Process Optimization & CIO
Lafuma
Lacoste
Caroll
AGENCES DE L’EAU : AESN
Ollandini Sopremeca Dosatron International
MAIRIE DE GENLIS
DDP
Labeyrie
Wurth
Du Pareil Au Même
Astre
Lemon Hôtel
Probionat Provence
Léa Nature
GIFI
Goodrich
SDIS DU LOT
Norauto
Fleury Michon
The cloud is ideal for a rapidlyexpanding store network. Setting up our IT
system is an extremely quick, simple and
efficient process.
Misfat
Patrick Hellé,
Gys
Nutriset Teisseire
Renault Tech
Cofidis
Crédit Suisse
Christine Félix,
E-commerce manager
Kusmi Tea
Financière Goa
Patrick Millan, CPA
Super U
The software is fun and
easy to use, has a wide
range of functions and is
very powerful.
3 Suisses
Le Joint Technique
Alloin
No more problems with
updates or backups, and no more
obstacles to mobility. SaaS just
has one benefit after another!
Il gufo
NÃO do Brasil
Quiksilver
Cabinet Millan
Groupe Lyon Métropole
Randstad
Armelle HESNARD, Partner and CFO
Longchamp
Groupe AOSTE
Dalkia
MAIRIE D’OBERNAI
PGO
Pyramide Conseils
Deshors Aeronautique Défense
Barbour
PGO Automobiles
Buffalo grill
Acadomia
We now have a full-fledged production IT system
which functions in real-time and is integrated into our
administrative and sales IT system.
Guy Meniscus, Technical Director
2013
Registration
Document
GENERAL INFORMATION
44
Information about the issuer’s business
MANAGEMENT REPORT
Highlights of the year
Consolidated sales and earnings
Cegid Group SA
Subsidiaries
Products and services, technology and research & development
Product ranges: reflecting changes in the way customers use software
Human resources develops each for the good of all
Significant events subsequent to closing
Outlook and future prospects
Risk factors
Disputes and exceptional items
Trading in the Company’s securities
Cegid Group share capital and equity investments
Purchase and/or sale by the Company of its own shares
Shares of Cegid Group held by employees
Shares of Cegid Group held by employees of Cegid Group companies
Redeemable share warrants (BAARs)
Cegid Group bonus share plans
Composition of share capital - Ownership threshold disclosures
Transactions carried out by executives
Allocation of net income
Dividends paid on earnings of the three previous fiscal years
Director’s fees
Compensation of executive officers
Ratification of the appointment of a Board member
Renewal of terms of certain board members Proposed appointment of new board members
Renewal of the mandate of one of the Statutory Auditors (Grant Thornton) and its Alternate Auditor (IGEC)
Corporate social responsibility
Statutory Auditors’ reports
List of functions exercised by executive officers in other companies during 2013
Powers granted by shareholders to the Board of Directors Five-year financial summary
OTHER INFORMATION
Simplified CEGID organization chart as of March 31, 2014
HIGHLIGHTS
PRIZES, AWARDS AND NOMINATIONS
RECENT DEVELOPMENTS
OUTLOOK
2013 registration document - CEGID GROUP
56
63
63
64
66
67
72
79
79
79
83
83
83
84
84
84
84
85
85
86
86
86
86
86
87
87
87
87
88
94
96
98
99
100
100
101
103
104
105
2013 FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
Income statement
Balance sheet - Assets
Balance sheet - Liabilities and shareholders’ equity
Cash flow statement
Statement of changes in shareholders’ equity
Notes to the financial statements
Statutory Auditors’ report on the consolidated financial statements
109
110
111
112
113
114
140
PARENT COMPANY FINANCIAL STATEMENTS
Income statement
Balance sheet - Assets
Balance sheet - Liabilities and shareholders’ equity
Cash flow statement
Statutory Auditors’ report on the parent company financial statements
Statutory Auditors’ special report on regulated agreements and commitments
145
146
147
148
150
158
159
CORPORATE GOVERNANCE
Report of the Chairman pursuant to Article L.225-37 of the French Commercial Code
Statutory Auditors’ report on the Chairman’s report
Directors and officers
164
170
171
SHAREHOLDERS’ MEETING, MAY 12, 2014
REPORT OF THE BOARD OF DIRECTORS
Board of Directors’ report to the Shareholders at their Ordinary and Special Meetings, May 12, 2014
183
2013 SHARE BUYBACK PROGRAM
Results of the May 17, 2013 share buyback program
191
PROPOSED 2014 SHARE BUYBACK PROGRAM
STATUTORY AUDITORS’ REPORTS
192
193
TEXT OF RESOLUTIONS
200
PERSONS RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND THE AUDITING
OF FINANCIAL STATEMENTS
211
CROSS-REFERENCE INDEX
212
CORRESPONDENCE WITH THE ANNUAL FINANCIAL REPORT
214
This document is an English-language translation of the French Registration Document (Document de Référence) filed
with the Autorité des Marchés Financiers (AMF) on April 23, 2014, in compliance with Article 21 2-13 of the AMF’s
General Regulation. Only the original French version can be used to support a financial transaction, provided it is
accompanied by a prospectus (note d’opération) duly certified by the Autorité des Marchés Financiers.
The document was produced by the issuer, and the signatories to it are responsible for its contents.
Pursuant to Article 28 of EU Regulation 809/2004 of April 29, 2004, the reader is directed to previous Registration
Documents for certain information:
- The management report of the Board of Directors, consolidated financial statements, parent company financial
statements, and Statutory Auditors’ reports on the consolidated and parent company financial statements for fiscal
2012 can be found in the Registration Document filed with the AMF on April 25, 2013 under number D.13-0424.
- The management report of the Board of Directors, consolidated financial statements, parent company financial
statements, and Statutory Auditors’ reports on the consolidated and parent company financial statements for fiscal
2011 can be found in the Registration Document filed with the AMF on April 19, 2012 under number D.12-0364.
The other items contained in the two Registration Documents referred to above have been replaced or updated, as
necessary, by information furnished in the present Registration Document and are not incorporated herein by reference.
Copies of this document may be obtained from the website of Cegid Group (www.cegid.com/societe_investisseur.
asp) or from the website of the Autorité des Marchés Financiers (www.amf-france.org).
General
information
Concerning the issuer
General information about the company
- Purchase and resell any kind of information technology
equipment and any equipment related to the information
technology business,
Company name: Cegid Group
- Purchase and resell information technology programs,
Head office: 52, quai Paul Sédallian, 69009 Lyon, France.
- Purchase and resell office supplies and accessories. To
these ends, the Company may:
Legal form
SA Cegid is a French société anonyme with a Board
of Directors governed by its bylaws and the laws and
regulations in force and in particular the new articles of the
French Commercial Code.
Applicable law
French law.
Date of incorporation
Term
The Company was registered on August 26, 1983 for a
term of ninety-nine years from the date of its registration
in the Companies Register, unless extended or dissolved
before term.
Corporate Purpose
(Article 2 of the bylaws)
The purpose of the Company, both in France and abroad
is to:
- Sell and provide information technology services,
- Design, develop and sell computer software,
- Provide training and assistance of any kind to users of
computer hardware and software,
- Obtain or acquire any production patents, licenses,
processes and brands; use, sell or contribute them or
grant any operating licenses in any country,
- And generally conduct any type of commercial, industrial
or financial transaction or transaction on moveable or
immovable property directly or indirectly related to or
that might further the Company’s purpose or facilitate
the fulfillment thereof.
Companies register
Codes
327 888 111 RCS LYON NAF code: 7740Z
ISIN FR: FR0000124703
NYSE EURONEXT: CGD
Location where Company documents may
be consulted
The bylaws, financial statements, reports and minutes of
Shareholders’ Meetings can be consulted at the head
office: 52 quai Paul Sédallian, 69009 Lyon, France.
- Conduct any kind of enterprise software activity for the
Accounting Profession or for other businesses,
Fiscal year
- Conduct any kind of industrial, commercial or research
activity related to electronic and information technology
products, in particular the manufacture, purchase, sale,
trading and maintenance of said products and equipment
and, more generally, provide any service in the fields of
electronics and information technology,
The fiscal year commences January 1 and ends
December 31 every year.
- Purchase, sell and operate any kind of information
system, both hardware and software,
44
- Create, acquire, sell, exchange, lease, as a lessee or
lessor, with or without a commitment to sell, manage and
operate directly or indirectly, any industrial or commercial
entities or other premises, production or construction
sites, as well as moveable property and equipment,
GENERAL INFORMATION
Distribution of earnings according to the
bylaws (Article 30)
Shareholders’ Meetings
(Articles 20-29 of the bylaws)
"The net income or loss for the year is equal to revenues
less overheads and all other corporate expenses, including
depreciation, amortization and provisions.
Article 20: Invitation to Shareholders’ Meetings
Before any distribution may be made, the amount that must
by law be transferred to "legal reserves" is first deducted
from the fiscal year’s net income, less prior losses, if any.
This amount is equal to five percent (5%) of net income
less prior losses until legal reserves reach one-tenth of
the share capital. If, for any reason, legal reserves should
subsequently fall below this percentage, the deduction
becomes mandatory once again. Distributable earnings
consist of the net income for the year less prior losses and
the amounts transferred to legal reserves, plus retained
earnings.
On the recommendation of the Board of Directors,
shareholders may decide, in their Annual Meeting, to
distribute all or part of net earnings as dividends, allocate
them to reserve or capital amortization accounts or carry
them forward as retained earnings. At the Annual Meeting
during which the financial statements for the fiscal year are
examined, shareholders may decide to grant themselves
the option of receiving all or part of the dividend in cash
or in shares.
At the Ordinary Shareholders’ Meeting, the shareholders
may also decide to pay the dividend in kind.
Shareholders may also use available reserves to pay
dividends. In this case, the decision indicates specifically
from which accounts the deductions are made.
Nevertheless, except in the case of a reduction in capital,
no distribution shall be made to shareholders when
shareholders’ equity is, or would become following such
distribution, less than the amount of share capital plus
reserves that the law or the bylaws prohibit from being
distributed."
Court of jurisdiction
The Commercial Court of Lyon.
"A notice of meeting is published in the BALO (Bulletin
of Mandatory Legal Announcements) at least 35 days
before the Meeting date and an invitation to the meeting
is published in a journal of legal announcements in the
département where the head office is located and in the
BALO at least 15 days before the Meeting date. However,
when the meeting is called pursuant to Article L.233-32 of
the French Commercial Code, the timeframe within which
the publication of a notice of a meeting in the BALO must
take place is reduced to 15 days and the timeframe within
which the publication of an invitation to the meeting in a
journal of legal announcements in the département where
the head office is located and in the BALO must take place
is reduced to six days."
Access to Meetings - Powers (Article 22)
"All shareholders have the right to participate in
Shareholders’ Meetings and to take part in deliberations
personally or through a proxy, regardless of the number
of shares they own, on proof of their identity, by recording
the shares in their name or in the name of the intermediary
registered as acting on their behalf, in application of
the seventh paragraph of Article L.228-1 of the French
Commercial Code, at midnight, Paris time, on the third
business day preceding the meeting, either in a registered
shares account held by the Company or in a bearer shares
account held by the accredited intermediary."
Exercising voting rights
Thresholds specified in the bylaws
Article 11 of the bylaws stipulates that "any shareholder
acquiring at least 2% of the share capital or any multiple
thereof must inform the Company within 15 days by
sending a registered letter (with return receipt) to the
head office. If a shareholder is not so declared, the shares
exceeding the fraction that should have been declared
shall be deprived of their voting right, as provided by law,
provided that one or more shareholders holding at least
5% of the share capital make such a request during the
Shareholders’ Meeting."
45
General information concerning the issuer
Voting rights
At the Special Shareholders’ Meeting of May 12, 1986,
shareholders implemented a double voting right for shares
registered in the name of the same shareholder for at
least two years. At the Special Shareholders’ Meeting
of June 23, 1989, shareholders increased the minimum
registered timeframe to benefit from a double voting right
from two years to four years (Article 24 of the bylaws).
Article 24 of the bylaws stipulates that "the voting right
attached to shares shall be proportional to the share of
capital they represent.
Each share carries the right to one vote. Nonetheless,
a double voting right is granted, in accordance with
applicable law, on shares that have been registered for
at least four years in the name of the same shareholder."
The double voting right ceases for any share that is
converted to a bearer share or transferred, except for
transfers resulting from inheritance or gifting, provided the
shares remain in registered form. In the event of a grant
of bonus shares, they benefit from a double voting right
four years after they are registered in the name of the
shareholder.
Double voting rights may be canceled via a decision
of shareholders in a Special Shareholders’ Meeting
after ratification of beneficiaries in a Special Meeting of
beneficiaries.
46
General information concerning the capital
Changing share capital according to the
bylaws (Article 7 of the bylaws)
The share capital may be increased by any method or
manner authorized by law.
Amount of share capital subscribed,
number and classes of existing shares
Share capital totals €8,771,404.15, divided into
9,233,057 shares with a par value of €0.95 each and fully
paid up.
Unissued authorized capital
At their May 17, 2013 Special Meeting, shareholders
authorized the Board of Directors to:
- reduce the share capital by the cancellation of shares
held in treasury, limited to a maximum of 10% of the
share capital per 24-month period, for shares acquired
in line with the authorizations granted in resolution six of
the Shareholders’ Meeting of May 17, 2013,
- issue bonus share warrants to Company shareholders,
- use its authorization to increase or reduce share capital
when the shares of the Company are subject to a public
takeover offer,
At their May 10, 2012 Special Meeting, shareholders
authorized the Board of Directors to:
- issue marketable securities while maintaining
shareholders’ preferential subscription rights pursuant
to Articles L.225-129, L.225-129-2, L.228-91 and
L.228-92 of the French Commercial Code, limited to a
maximum par value ceiling of €30 million. These issues
may consist of debt securities or be associated with the
issuance of debt securities or allow for their issuance as
intermediate securities within the limit of a par value of
€200 million (or equivalent value),
- increase share capital through incorporation of reserves,
earnings or share premiums, limited to a maximum par
value ceiling of €30 million,
- issue marketable securities with waiver of shareholders’
preferential subscription rights pursuant to Articles
L.225-129, L.225-129-2, L.225-135, L.225-136,
L.228-91, L.228-92 and L.228-93 of the French
Commercial Code, limited to a maximum par value
ceiling of €30 million. These issues may consist of debt
securities or be associated with the issuance of debt
securities or allow for their issuance as intermediate
securities within the limit of a par value of €200 million
(or equivalent value),
- increase the amount of securities issued in the event of
surplus demand,
- issue shares and other securities and freely set their
issue price,
- use the powers granted under resolutions four, five, and
six of the May 10, 2012 Special Shareholders’ Meeting
to carry out, pursuant to Article L.225-136 of the
French Commercial Code, one or more issues of equity
securities with waiver of preferential subscription rights
via private placement, as allowed under Article L.411-2,
II of the Monetary and Financial Code.
Securities not representing capital
None.
Pledges of "pure" registered Cegid Group
shares
As of December 31, 2013, to the best of our knowledge,
365,377 Cegid Group shares were pledged.
Assets pledged as security
As of December 31, 2013, no Cegid Group assets were
pledged.
Securities giving access to share capital
On September 3, 2010, the Board of Directors of
Cegid Group decided to use the authorization granted
to it by shareholders in the first resolution of their
December 22, 2009 Special Meeting and to issue
redeemable share warrants (BAARs), made up of
"A Warrants" (BAAR 1) and "B Warrants" (BAAR 2), each
with their own exercise periods, to certain employees of
Cegid and ICMI.
These warrants were described in a prospectus approved
by the AMF on September 3, 2010 under number 10-302.
All 400,000 warrants offered were subscribed, giving
those employees a financial stake in Cegid’s future through
potential access to the capital of Cegid Group.
The 400,000 warrants do not confer the right to subscribe
to new shares, but exclusively to acquire existing shares.
As such, the issue will not cause any dilution for existing
shareholders.
At their October 29, 2012 Special Meeting, shareholders
modified the characteristics of the warrants to extend the
exercise period of the "A" and "B" Warrants and to adjust
the exercise price per unit of the "A" and "B" Warrants
from €22.56 to €18.
At its meeting of July 25, 2012, the Board of Directors
implemented three Cegid Group bonus share plans, using
the authorization granted by shareholders at their Special
Shareholders’ Meeting of May 19, 2011.
- increase the capital by up to 10% in consideration for
contributions-in-kind,
47
Each of the plans will have specific grant criteria linked
to presence and/or Company performance. An additional
report will be presented to shareholders at their Annual
Meeting called to approve the financial statements for the
period ending December 31, 2013.
Shares granted to beneficiaries as of the definitive grant
date, i.e. July 25, 2014, shall be either existing shares or
shares not yet issued.
As of December 31, 2013, there were no other securities
giving access to the capital of Cegid Group.
48
Changes in share capital
Date
1983
1986
Transaction
Par value
Share
premium
Capitalization
of reserves or
premiums
Total
number
of shares
Amount
F250,000
F100
2,500
2,500
F250,000
Issuance
F1,250,000
F100
12,500
15,000
F1,500,000
IBCC/Cegid merger
F200
F12,800
F100
2
15,002
F1,500,200
Conversion of bonds
F319,000
F14,674,000,
F100
3,190
18,192
F1,819,200
F100
145,536
163,728
F16,372,800
F25
9,950
654,912
F16,372,800
9,950
664,862
F16,621,550
F14,553,600
4-for-1 share split
Employee subscription (stock
option plan)
1988
Number
of shares
Creation
Partial capitalization of share
premiums
1987
Par
value per
share
F248,750
F3,825,775
F25
Issuance
F831,075
F55,682,025
F25
33,243
698,105
F17,452,625
Issuance
F8,726,300
F25
349,052
1,047,157
F26,178,925
CCMC exchange offer
F2,335,775
F32,233,695
F25
93,431
1,140,588
F28,514,700
F150
F10,850
F25
6
1,140,594
F28,514,850
F335,275
F3,097,941
F25
13,411
1,154,005
F28,850,125
Exercise of A and B warrants
1994
Subscription-type stock
options
1997
Merger with Cegid
Informatique
F4,058,350
F25
162,334
1,316,339
F32,908,475
Merger with Cegid
Environnement Maintenance
F1,873,825
F25
74,953
1,391,292
F34,782,300
19971998
Conversion of bonds
1999
Servant Soft exchange offer
Conversion of bonds
options
2000
Conversion of bonds
F464,900
F11,994,420F
F25
18,596
1,409,888
F35,247,200
F702,825
F22,912,095
F25
28,113
1,438,001
F35,950,025
F1,785,775
F46,072,995
F25
71,431
1,509,432
F37,735,800
F1,750
F57,750
F25
70
1,509,502
F37,737,550
F1,579,300
F40,745,940
F25
63,172
1,572,674
F39,316,850
Conversion into euros,
capital reduction
options
2002
Cancellation of treasury
shares – capital reduction
2003
4-for-1 share split
2004
Share capital increase/
contribution of Ccmx Holding
shares
2005
2007
€-17,653.94
€3.80
1,572,674 €5,976,161.20
€4,560
€150,938
€3.80
1,200
1,573,874 €5,980,721.20
€-327,655
€-7,651,704
€3.80
-86,225
1,487,649 €5,653,066.20
€0.95
5,950,596 €5,653,066.20
€2,365,467.70
€53,608,967.98
€0.95,
2,489,966
8,440,562 €8,018,533.90
options
€6,612
€77,952
€0.95
6,960
8,447,522 €8,025,145.90
Exercise of BSARs
€60.80
€1,759.36
€0.95
64
8,447,586 €8,025,206.70
€132,769.15
€1,960,254.80
€0.95
139,757
8,587,343 €8,157,975.85
options
Exercise of BSARs
2006
€-17,653.94
€11.40
€329.88
€0.95
12
8,587,355 €8,157,987.25
options
€53,808.00
€672,536.00
€0.95
56,640
8,643,995 €8,211,795.25
Exercise of BSARs
€27,547.15
€797,119.84
€0.95
28,997
8,672,992 €8,239,342.40
options
€15,120.20
€261,022.40
€0.95
15,916
8,688,908 €8,254,462.60
€454,183.60
€12,510,617.62
€0.95
478,088
9,166,996 €8,708,646.20
€62,396.00
€1,695,917.15
€0.95
65,680
9,232,676 €8,771,042.20
9,232,679 €8,771,045.05
Exercise of BSARs
HCS/Cegid Group merger
2008
Exercise of BSARs
€2.85
€79.54
€0.95
3
2009
Exercise of BSARs
€359.10
€9,879.36
€0.95
378
2011
None
9,233,057 €8,771,404.15
9,233,057 €8,771,404.15
2012
None
9,233,057 €8,771,404.15
2013
None
9,233,057 €8,771,404.15
49
Current shareholders and their voting rights
Shareholders as of March 31, 2014
Number
of shares
Shareholder
% of capital
Number
of votes
% of voting
rights
Groupama group (1)
2,482,531
26.89
2,482,531
Board members, of which:
1,024,017
11.09
1,499,611
15.90
927,604
10.05
1,352,742
14.34
96,413
1.04
146,869
1.56
484,216
5.24
NA
NA
- ICMI (2)
- Executive Board (3)
Treasury shares (4)
Eximium
26.31
464,405
5.03
464,405
4.92
Free float
4,777,888
51.75
4,987,547
52.87
TOTAL
9,233,057
100.00
9,434,094
100.00
(5)
Groupama group corresponds to the following entities: Groupama SA and Gan Vie FP.
ICMI is Cegid’s lead holding company. Jean-Michel Aulas holds a 99.95% stake representing 99.96% of the voting rights.
(3)
The Chairman, Chief Executive Officer and Board members are considered members of the Executive Board. Nevertheless, the percentage ownership
of ICMI, a member of the Board of Directors, is listed separately in the table.
(4)
Shares held by Cegid Group in connection with the liquidity contract and the share buyback program.
(5)
On the basis of information received from Eximium on April 11, 2014.
(1)
(2)
As of March 31, 2014, there were a total of 9,434,094 exercisable voting rights.
The Company requested a study of identifiable shareholders, which was carried out on January 31, 2014.
The results of the study showed that 5,539 shareholders held their shares in bearer form and 832 in registered form.
No significant variation has occurred between the date the table was prepared and the date the Registration Document
was filed.
Shareholding changes over the past three years
Shareholder
Groupama group (1)
% of shares as
of 12/31/2011
26.89
% in voting
rights
25.97
% of shares as
of 12/31/2012
% in voting
rights
% of shares as
of 12/31/2013
% in voting
rights
26.89
26.32
26.89
26.32
Board of Directors:
10.87
14.98
10.96
15.48
11.09
15.90
- ICMI (2)
10.05
14.17
10.05
14.34
10.05
14.34
- Executive Board (3)
0.82
0.81
0.91
1.14
1.04
1.56
Ulysse/Tocqueville (4)
5.09
6.38
0.30
0.58
NA
NA
5.03
4.93
Eximium
Treasury shares (5)
4.62
NA
5.38
NA
5.32
NA
CPAs
0.79
0.80
0.79
0.80
0.79
0.80
Free float
TOTAL
51.74
51.87
55.68
56.82
50.88
52.05
100.00
100.00
100.00
100.00
100.00
100.00
As of 12/31/2013, Jean-Michel Aulas held 99.95% of the shares of ICMI, representing 99.96% of the voting rights.
(3)
(4)
Tocqueville Finance held Cegid Group shares in the context of its fund management business.
(5)
(1)
(2)
As of March 31, 2014, to the best of the Company’s knowledge, the Company’s governing bodies held 11.72% of the
capital representing 17.07% of the voting rights.
50
Individuals and legal entities that can
exercise direct or indirect control over
the Company as of March 31, 2014
Agreements between shareholders
(article L.233-11 of the French Commercial Code)
To the best of the Company’s knowledge, and in view of
the current shareholders and their voting rights, as detailed
on page 50 of this document, no individual or legal entity
controls Cegid Group, either directly or indirectly, as
defined in Article L.233-3 of the French Commercial Code.
A shareholder agreement, signed
December 19, 2007, between ICMI, a
"simplified share company" (1), Groupama SA
and Jean-Michel Aulas.
Ownership threshold disclosures
As of December 19, 2007, the parties to the agreement
held the following ownership interests in Cegid Group (2):
- In a letter dated February 20, 2013, CM-CIC Asset
Management declared, on behalf of the mutual funds it
manages, that its ownership interest had fallen below the
threshold of 4% of the share capital and voting rights, as
specified in the by-laws, and as of February 20, 2013,
held 337,942 Cegid Group shares divided among four
mutual funds.
- Michel Baulé declared that, on March 28, 2013, he
had indirectly exceeded 5% of the share capital via
the company Eximium and held 466,547 Cegid Group
shares representing 5.05% of the share capital and
4.71% of the voting rights.
- In a letter dated September 24, 2013, CM-CIC Asset
Management declared, on behalf of the mutual funds
it manages, that its ownership interest had declined
below the threshold of 2% of the share capital and
voting rights, as specified in the by-laws, and as of
September 24, 2013, held 160,652 Cegid Group
shares divided among three mutual funds.
- In a letter dated January 29, 2014, on behalf of the mutual
funds it manages, Axa Investment Managers declared
that on January 17, 2014, it had exceeded the 2%
threshold of the share capital and held 188,809 Cegid
Group shares, representing 2.04% of the share capital
and 1.09% of the voting rights of Cegid Group. In a letter
dated February 10, 2014, on behalf of the mutual funds
it manages, Axa Investment Managers declared that on
February 6, 2014, it had exceeded the 2% threshold of
the share capital and held 213,363 Cegid Group shares,
representing 2.31% of the share capital and 2.15% of
the voting rights of Cegid Group.
Shares
ICMI (1)
Groupama SA
% of
shares
Voting
rights
% voting
rights
625,138
6.77
1,250,276
12.42
1,590,909
17.23
1,590,909
15.80
The agreement includes:
- A restriction on share disposals: ICMI agrees with
Groupama SA not to sell all or part of its shares to an
identified third party that is a competitor of Groupama
SA, i.e. an insurance company or a credit institution.
In the event of a sale to another identified third party, ICMI
shall ensure that such third party confirms its intention
to pursue the partnership and shall obtain an identical
commitment from any third party to which it might sell its
shares. This commitment shall remain associated with the
Cegid shares for 10 years.
ICMI shall remain free to sell its shares to an unidentified
third party in the market.
- A commitment to sell: in the event Jean-Michel Aulas
should be removed as Chairman of the Board of
Directors of Cegid Group, Groupama SA shall have the
option, for 15 days following his removal, to purchase the
Cegid Group shares held by ICMI.
At the expiration of the sale commitment, ICMI agrees
irrevocably to sell its shares to Groupama SA or to any
other person that Groupama might designate. If the
commitment is called, the shares shall be sold at a unit
price of €55 or, if applicable, the unit price resulting from
the application of the adjustment mechanism stipulated for
the shares acquired by Groupama SA (3).
The agreement shall remain in effect for 10 years, and for as
long as the parties maintain an ownership interest in Cegid
Group. It shall be automatically terminated if Jean-Michel
Aulas is removed as Chairman of the Board of Directors
of Cegid Group or in the event of early termination of the
strategic agreement (3).
Company controlled by Jean-Michel Aulas.
Based on a share capital composed of 9,232,674 shares representing
10,067,505 voting rights, pursuant to paragraph 2 of Article 223-11 of
the General Regulation of the AMF.
(3)
See press release of December 19, 2007.
(1)
(2)
51
Share buyback program
The Company has a share buyback program authorizing it
to acquire up to 10% of the number of shares comprising
the share capital as of the May 17, 2013 Shareholders’
Meeting.
A new share buyback plan will be proposed to shareholders
at their Ordinary Shareholders’ Meeting on May 12, 2014.
The terms of the plan are presented on page 192 of this
Registration Document.
52
Trading in the company’s securities
Cegid Group shares (NYSE Euronext: CGD; ISIN code: FR0000124703) are listed on Euronext Paris Segment B
(since January 29, 2014) and are included in the CAC All Shares, CAC All-Tradable, CAC Mid & Small, CAC Small, CAC
Soft. & C.S., CAC Technology and Next 150 indices.
2012
Month
Highest Lowest
Volume
(shares)
2013
Volume
Highest Lowest
(€M)
Volume
(shares)
2014
Volume
Highest Lowest
(€M)
Volume
(shares)
Volume
(€M)
January
16.94
13.90
215,910
3.32
16.20
15.12
335,404
5.23
26.94
21.90
225,752
5.53
February
19.14
16.01
168,331
2.94
15.61
15.00
140,519
2.15
32.80
26.90
281,890
8.72
March
18.94
16.36
211,071
3.71
16.09
15.44
230,238
3.61
33.20
29.10
248,216
7.82
April
16.53
14.01
226,664
3.45
16.00
15.03
97,261
1.51
May
15.62
13.96
117,709
1.75
16.19
14.49
154,956
2.37
June
15.02
13.85
99,314
1.43
15.10
13.85
160,555
2.29
July
15.15
13.23
84,433
1.21
16.45
13.80
318,084
4.91
August
13.99
13.21
431,987
5.75
17.65
15.70
202,181
3.32
September
14.60
13.53
76,785
1.06
19.90
17.31
220,632
4.13
October
15.00
13.95
115,236
1.67
22.05
19.51
250,305
5.18
November
15.28
14.08
125,265
1.81
23.99
21.51
319,197
7.26
December
15.30
14.53
159,849
2.38
25.90
22.34
174,638
4.20
2,032,554
30.49
2,603,970
46.17
755,858
22.07
TOTAL
Source: Euronext.
Dividends
The table below provides a comparison of dividends paid over the past five fiscal years. Dividends that are not claimed
within five years of their payment date are deemed to have lapsed and are paid to the State.
Fiscal year
Dividend per share
On 2009 earnings
€1.05
On 2010 earnings
€1.05
On 2011 earnings
€1.05
On 2012 earnings
€1.05
On 2013 earnings (1)
€1.10
(1)
The proposed dividend will be submitted for shareholder approval at the May 12, 2014 Shareholders’ Meeting.
Information policy
The Company’s policy is to provide regular financial information to the market. In particular, the Company provides
information after the Board of Directors meets to approve the annual and semi-annual financial statements and it
announces quarterly sales figures and acquisitions via press conferences, information meetings and media releases. The
company also publishes legally required notices in the BALO (Bulletin of Mandatory Legal Announcements).
In the past year, Cegid Group has participated in the following events:
- SFAF information meetings: March 6, 2013 (full-year 2012 results), July 18, 2013 (first-half 2013 results) and
March 6, 2014 (full-year 2013 results).
- Individual meetings or phone calls with fund managers and French or foreign analysts and journalists, usually organized
by brokers who cover Cegid.
Press releases, other financial notices and slideshows are available, in French and English, on Cegid Group’s website:
http://www.cegid.com/societe_investisseur.asp and at http://www.cegid.com/slideshow
Financial notices are also published by InPublic, a professional distributor of regulatory information.
53
Information
about
the issuer’s
business
MANAGEMENT REPORT
Cegid Group SA
Subsidiaries
Products and services, technology and research & development
Product ranges: reflecting changes in the way customers use software
Risk factors
Purchase and/or sale by the Company of its own shares
Shares of Cegid Group held by employees of Cegid Group companies
Dividends paid on earnings of the three previous fiscal years
Director’s fees
Renewal of terms of certain board members
Proposed appointment of new board members
Renewal of the mandate of one of the Statutory Auditors (Grant Thornton) and its Alternate Auditor (IGEC)
Statutory Auditors’ reports
Powers granted by shareholders to the Board of Directors
Five-year financial summary
OTHER INFORMATION
Simplified CEGID organization chart as of March 31, 2014
HIGHLIGHTS
PRIZES, AWARDS AND NOMINATIONS
RECENT DEVELOPMENTS
OUTLOOK
Dear
Shareholders,
We present to you herewith the management report of
the Company and the Group for the fiscal year ended
December 31, 2013. It was a significant year for Cegid,
marking our 30th anniversary since the Company’s
inception on June 18, 1983.
Despite the ongoing difficult and uncertain economic
context, we delivered a strong performance in the core
businesses central to our strategy as a software provider.
Sales of software and software-related services (SSRS)
increased significantly in 2013 (up 7.1% at unadjusted
scope and 6.5% at constant scope), reflecting our
evolving business model, now increasingly oriented
toward recurrent SaaS-based contract revenue, which is
recognized over the life of the contract, generally a threeyear period.
Our consolidated sales increased 0.7% at unadjusted
scope and 0.2% at constant scope to €259.9 million
(€258.1 million in 2012).
The positive change in the product mix gave rise to
a significant increase in earnings. EBITDA totaled
€69.1 million (€61.4 million in 2012) and income
from ordinary activities rose 37% to €31.1 million from
€22.7 million in 2012. The margin on ordinary activities
was 12% of consolidated sales (vs. 8.8% in 2012).
Net income totaled €18.8 million (vs. €12.6 million in
2012).
We maintained a robust financial structure, with gearing
at 28% (38% as of December 31, 2012), and Cegid had
a syndicated line of credit totaling €200 million, of which
€140 million was available as of December 31, 2013. This
line of credit will amortize on June 30 each year, from 2014
to 2017.
CELEBRATING 30 YEARS OF HELPING
ENTREPRENEURS AND COMPANIES BOOST
THEIR PERFORMANCE
On June 18, 2013, 30 years to the day after Cegid
was formed, we invited our public- and private-sector
customers, partners and investors to our head office in
Lyon to celebrate 30 years of business success. From a
56
start-up to an international group our growth has been
phenomenal. Cegid was floated on the stock exchange in
1986, then went on to acquire Servant Soft, Ccmx and
companies in numerous vertical markets including retail,
manufacturing and the public sector. We have always
supported our customers as their own businesses have
evolved, providing expertise specific to their industry
and a range of services that integrate new ways of
using software, in particular SaaS and the cloud. At our
30th anniversary celebration, we announced the creation
of "Cegid Foundation", a corporate foundation supporting
a range of business initiatives in the areas of integration,
education, health and digital technologies.
CONTINUED STRONG SAAS/ON DEMAND
GROWTH OF 41.6%
For ten years, Cegid has provided Software-as-a-Service
(SaaS) solutions, initially in human resources, and then
in the last three years to the Accounting profession and
its SME customers and to targeted industries (Retail,
Manufacturing) and functions (Finance, Taxation, etc.).
A natural extension of web technologies, SaaS solutions
differ from traditional IT applications in that they require
nothing more than a lightweight computer and/or other
compatible device, and an internet connection to bring
their services to users. Dedicated IT resources provide a
highly secure, remote, on-demand service accessible via
the network 24/7.
Over all of 2013, sales of SaaS/On Demand and portal
mode solutions (€38 million) rose 41.6% or six percentage
points faster than in 2012 (up 35.1%). This trend was
driven especially by the Accounting Profession and their
small-company customers and has secured our positions
as a major player in SaaS/On Demand solutions.
SaaS and portal contract revenue invoiceable before
2018 represented an estimated value of nearly €66
million as of January 1, 2014 (€52.4 million, €36.9 million
and €24.6 million as of January 1, 2013, 2012, 2011
respectively). This figure has seen a compound annual
growth rate of nearly 39% over three years.
Recurrent revenue of €148.6 million, including maintenance
(software and hardware) and SaaS contracts, rose €10.1
million, or 7.3%, and represented 57% of total sales, an
increase of almost three percentage points.
Management report
SOFTWARE & SOFTWARE-RELATED SERVICES UP
SIGNIFICANTLY (7.1%)
Over all of 2013, strategic SSRS sales (Licenses, SaaS/
On Demand, Software Maintenance) advanced 7.1% at
unadjusted scope (6.5% at constant scope), an excellent
performance given the lack of visibility on corporate
investment. At the same time that SaaS/On Demand
activities were growing rapidly, Cegid’s license sales were
also resilient, as sales in this business (€33.7 million) rose
from their previous-year level.
INTERNATIONAL BUSINESS CONTINUES
TO GROW (+13%)
At Cegid, we have been supporting our customers’
international development, primarily in the retail sector,
for over 10 years. We are now working with our network
of partners and our direct presence abroad to actively
strengthen our positioning in the global market. In 2013,
we stepped up our international presence by opening a
new subsidiary in São Paolo (Cegid Licenciamento de
Software) and an office in Dubai (Cegid Middle East). In
early 2014, we opened a subsidiary in Moscow (Cegid
Software Vostok). We also plan to extend our VAR (Value
Added Reseller) network in countries that have strong
potential for accelerated sales of our Retail solutions,
which are now available and used in 25 languages and
75 countries.
In 2013, we continued to expand internationally, essentially
in the Retail sector, with sales rising more than 13% to
€16.6 million.
Revenue from the non-strategic "Hardware distribution and
other" business was €26.3 million, or 10% of total sales,
down sharply (17.1%) from that of 2012 (€31.7 million),
in line with the strategy we have been pursuing over the
past several years to refocus our business on software and
software-related services, and more specifically SaaS/On
Demand solutions.
EARNINGS AND FINANCIAL STRUCTURE:
STRONG GROWTH IN OPERATING INCOME AND
SIGNIFICANT INCREASE IN CASH FLOW
Earnings
The gross margin, at close to 88%, rose 1.5 percentage
points compared to the previous year (86.4%). It included
expenses relating to the outsourcing of logistics and
equipment preparation activities, and the purchase of
subcontracting services, which decreased significantly in
correlation with services.
2013 EBITDA was €69.1 million, considerably higher
than in 2012 (€61.4 million). 2013 EBITDA included
€1.9 million in various tax credits (€0.4 million in 2012)
and a €0.7 million expense related to bonus share plans.
Income from ordinary activities totaled €31.1 million, vs.
€22.7 million in 2012. It reflected non-cash items such
as amortization of development costs, identified assets
from business combinations and other intangibles, and
net provisions to cover identified risks. The margin on
consolidated income from ordinary activities increased
considerably to 12% of consolidated sales (8.8% in 2012)
and 12.3% before the impact of the IFRS 2 restatement
related to bonus share plans (8.9% in 2012).
TOTAL SALES IMPACTED BY DECLINE IN NONSTRATEGIC DISTRIBUTION BUSINESS (-17.1%)
Operating income totaled €31.0 million, vs. €22.8 million
in 2012.
Revenue from "SSRS and professional services" of
€233.6 million advanced by 3.2% (up 2.7% at constant
scope). This figure reflected a decline in services revenue
owing to changes in the product mix, our decision several
years ago to outsource certain integration services to
partners, principally on HR applications, and the skill level
that customers subscribing to SaaS/On Demand services
already have.
Net financial expense, made up of interest and other
expenses related to the syndicated lines of credit
(€1.2 million) and financial provisions and IFRS
restatement costs (€1.3 million), totaled €2.2 million in
2013, vs. €2.1 million in 2012.
After accounting for corporate income tax, which amounted
to €9.8 million (€6.9 million in 2012), net income was
€18.8 million (€12.6 million in 2012).
57
Management report
Significant decline in cash flow from investing activities
and reduction in net financial debt
TDA, a provider of On Demand solutions for accounting
firms and businesses that offer consulting services
The breakeven point of sales, excluding non-cash items,
lowered, reflecting an increased cash flow over the year.
In addition, working capital requirements were held in
check. This brought net debt down €14.0 million as of
December 31, 2013 to €54.7 million, after financing
investments over the course of the year (€39.9 million).
As such, Cegid was once again able to finance its capital
expenditure from internal sources in 2013, primarily for
software development.
TDA International (TDA), acquired in July 2012, delivered
strong growth in 2013 owing to synergies with our
customer base, increasing its portfolio of recurrentrevenue contracts by 30%. During the year, TDA designed
new On Demand solutions to assist the Accounting
Profession with their consulting services. The solutions
function seamlessly with other Cegid solutions, boosting
the productivity of our accounting firm customers.
Gearing stood at 28%, vs. 38% as of December 31, 2012.
As of December 31, 2013, Cegid was in compliance
with the covenants in its bank credit agreements by a
comfortable margin.
SAAS/ON DEMAND SOLUTIONS: CONTINUED
INVESTMENT IN SOLUTIONS
Strategic Cegid/IBM agreement: made-in-France
"Cegid Cloud"
The strategic agreement we entered into with IBM 2012
to create France’s first private cloud is a natural fit with
our SaaS strategy to build innovative cloud service plans
articulated around Cegid and its provider-partners. This
agreement enabled us to handle the sharp increase in
number of users in SaaS mode (95,000 users, of which
more than 20,000 in the last two years).
In 2013, our 1,100th CPA customer opted for a SaaS/
On Demand solution.
Enriching SaaS/On Demand solutions for the Accounting
Profession and their SME customers
We continued to invest significantly in enriching our
Expert On Demand solution in order to address two major
strategic priorities:
- increase the range of functions available in Expert On
Demand so as to cater to all the functional needs of
accounting firms. Additions included a legal secretary
module, a module for monitoring changes to collective
bargaining agreements for payroll generation and
automatic updates to pay systems.
- s trengthen the collaborative features of our solutions
to enable accounting firms to connect with their SME
customers via their portal so as to offer them additional
services, information and collaborative work opportunities
in a highly secure environment.
Quadra Expert is now used in SaaS/On Demand mode.
The easy deployment of SaaS enhances the functionalities
for which the Quadra Expert range is well known. In the
long term, Quadra Expert will be replaced by Quadra Full
Web. Quadra Full Web’s first module, "New Knowledge
Base", is now available and "Quadra Office" will be
released in the near future.
TDA’s advisory services have also been integrated into the
Expert On Demand solution.
58
Yourcegid Human Resources – new modules for new
ways of using software
During the year under review, Cegid contributed to the
overall effort to simplify companies’ HR filing requirements
by being the first software developer to integrate and
patent the new nominative employee filing system for our
SaaS software for large and very large companies.
The Talent Management solution in SaaS mode, renowned
for the wide variety of processes it offers for managing
performance reviews and skills, now gives HR managers
a complete panoply of training management functions,
including gathering needs, budgeting, administrative
tasks, monitoring collective bargaining agreements and
appraisals.
Cegid’s packaged SaaS-mode solution for SMEs has
also been a success. CBRH On Demand, launched
in September 2013 and offering payroll, employee
management, employee dashboards and HR reports, now
has a powerful personnel management module for payroll
simulation.
The Mobile HR solution seamlessly extends the traditional
collaborative processes between employees and HR
administrators to on-the-road staff who use their own
smartphone or tablet (Bring Your Own Device). HR IT
systems now instantly push the information staff need,
such as salary payment alerts and notification of an
upcoming medical visit or training courses onto their
personal smartphones.
Mobile HR also fully manages absence requests and
requests for advances along with the associated
validation workflow. And of course users can access their
professional calendar, regardless of their smartphone
(iOS, Android, Blackberry, Windows Phone).
Yourcegid Intelligence HR makes it easy for administrators
and managers alike to use HR dashboards and key
performance indicators, both in and out of the office.
Building on many years of experience of working with
our customers, Yourcegid Intelligence HR, in partnership
with SAP Business Object, provides all medium and large
companies with HR management tools, including nearly
300 dashboards, HR report indicators and HR KPIs.
Yourcegid Manufacturing On Demand – the SaaS-mode
solution for managing production sites
In 2013, we released two Yourcegid Manufacturing On
Demand solutions for our manufacturing customers: Start,
for up to 10 users, and Advance for up to 25 users. These
Management report
customers benefit from a solution that has been tried-andtested by professionals in the Manufacturing industry, and
enjoy a competitively priced, all-inclusive set of services
with fewer constraints, a secure, powerful IT system, and a
predictable and controlled budget.
Yourcegid Manufacturing Intelligence and Yourcegid Trade
Intelligence
With Yourcegid Intelligence, Cegid and our partner
QlikTech, with its Qlikview solution, now offer decisionsupport tools integrating new-generation business
intelligence functions. Manufacturing and trade
professionals now have a plug & play solution for tracking
the progress of their action plans, accessible via a tablet,
smartphone or PC.
Yourcegid Y2
Yourcegid Etafi Start, a new SaaS-mode tax solution
In the last quarter of 2013, we released a tax solution
targeted at small companies that need to submit their
income tax and corporate value-added tax (CVAE) filings
online. Yourcegid Etafi Start is highly intuitive, and covers
all user needs in a single subscription. Its services include
the functional application, hosting and management of
the taxation platform, a hotline, legislative updates and
functional developments, tax form filing with the French
tax authority and the Banque de France, and follow-up on
their status.
Yourcegid Etafi Start also comes with a vast library of
financial statements, dashboards that companies can use
for annual, quarterly and monthly reporting.
The platform will very soon be enriched with new tax
returns and tax types.
Yourcegid Etafi, the integrated taxation platform
Yourcegid Etafi, released in June 2012, was enriched with
new functionalities in 2013, such as Word-format financial
reports, a new report generator producing high-quality
customized reports, EDM and document classification
functions, and a module helping to optimize tax filings.
Yourcegid Taxation’s online tax filing platform can now
process additional taxes, such as the local economy tax
(CET), payroll tax, tax on revenue from fixed assets (IFURCM) and EDI filings of the corporate value-added tax
(CVAE) and advance and balance payments of corporate
income tax.
With Y2,
Cegid is even
stronger
In 2013, we continued working on our latest version of
Yourcegid enterprise software. Yourcegid 2, or Y2, is the
core component of our enterprise software, which is now
fully modular and integrated, and works with all business
applications, even the most critical. Y2 has been designed
to meet companies’ needs for increasingly powerful
solutions in the areas of accounting, payroll, human
resources management, procurement, inventory, sales,
contract management, reporting and strategic orientation.
Y2’s interconnected work tools are communicative yet
autonomous, enabling our customers to perform their
day-to-day management in a way that suits their industryspecific needs. Yourcegid Y2 also has a complete
embedded business intelligence module that is simple,
intuitive and industry-focused and will be released in
SaaS-mode in the very near future.
The VAT consolidation module – released at the end of
2012 for groups that have opted for the new VAT regime
– was enriched with alerts and dashboards for monitoring
metrics. These updates were a result of our collaborative
work with the "Club U Etafi".
Pour votre fiscalité,
c’est vous qui faites
la loi.
The new tax reporting module (Business Intelligence) is
now available on the taxation platform. It gives users instant
and interactive access to key information contained in tax
filings over several fiscal years, presenting the information
in table, KPI or graph format.
TheYourcegid
Etafi.fr
portal has experienced not only an increase
Etafi Start, la solution pour vos déclarations fiscales en mode
SaaS, complète, simple et évolutive qui accompagne les entreprises afin
in the
volume
of tax
filings
tode the French tax authority
de répondre
aux nouvelles obligations
de l’EDI. Fruit
d’une expérience
plus de 30 années dans le domaine de la fiscalité et des taxes, Yourcegid
ETAFI
Start a été spécialement
conçue
pour les petites
et moyennes
andEtafi
Banque
de
France,
but
has
also increased its array
entreprises.Yourcegid Etafi Start est une offre intégrée qui répond à
l’ensemble de vos besoins (liasse fiscale, CVAE, TVA, déclaration de
loyers, portail déclaratif, plaquette, situations et tableaux de bord).
E T A F I
CEGID_ETAFI-CAMPAGNE_2013-2.indd 1
www.cegid.fr
03/10/13 10:41
59
Management report
of services as the French tax authority extended its list
of taxes that can now be filed online via EDI to include
SCI, payroll tax, IFU-RCM, CVAE and corporate income
tax payments and, most recently, the new procedure for
submitting rental values to the tax authority.
"Channel", a new work environment for small public sector
entities
In 2013, Cegid began deploying Yourcegid Public Sector
Channel, the first fully SaaS-based portal dedicated to
small local authorities. Yourcegid Public Sector Channel
is designed to facilitate the routine administrative tasks
that elected officials, municipal secretaries and agents of
small local authorities are required to manage. A single
portal now houses all functions specific to the needs
of these small municipalities in the areas of payroll,
accounting, citizen services, user invoices, coordination
and collaboration with various local bodies (municipality
group, treasury, institutions, etc.).
We presented Yourcegid Public Sector Channel at
the 2013 local authorities trade show, enabling us to
showcase a major technological innovation to the local
authorities’ market. We demonstrated a new online
working environment, accessible in SaaS mode in Cegid’s
Private Cloud, dedicated to secretaries of mayors, elected
officials, municipality groups and trade unions.
INTERNATIONAL: STEPPING UP INTERNATIONAL
INVESTMENTS AND BUSINESS DEVELOPMENT
New offices and an extended VAR network
Cegid has an established presence in the United States,
Asia, North Africa and the principal European countries.
We continued to expand our geographical footprint,
opening offices in Brazil (São Paulo), Russia (Moscow)
and Dubai (United Arab Emirates).
In 2013, we entered into more than 70 new international
business partnerships and continued to invest in business
development, extending our Value Added Reseller (VAR)
network in Asia Pacific, with a focus on Korea, Australia and
Hong Kong, and also in Europe, in particular Poland, Spain
and Italy. These new partnerships for Yourcegid Retail and
Yourcegid Manufacturing solutions will enable us to draw
on local expertise to enhance product sales and generate
additional growth drivers, both in On Premise and SaaS
mode, in particular via the SaaS platform dedicated to
North American retailing companies.
Cegid’s international awards
2013: Award for the best POS (Point of Sale) solution
for Asia
Cegid was awarded the best Point-of-Sale solution
in Asia at the "Retail Innovations Award 2013" for its
Yourcegid Retail solution. This achievement testifies to
the recognition and support of Retail professionals for
Yourcegid Retail solutions and strengthens our position in
Asia.
Top 10 US Retail software vendors in 2013
Cegid now ranks in the RIS Software LeaderBoard ‘13
research report’s top 10 global retail software vendors.
Software providers are ranked according to several
criteria, the main criteria being customer satisfaction.
BUSINESS STRATEGY AND PROXIMITY TO OUR
CUSTOMERS
MULTI-CHANNEL APPROACH
Sales network
In recent years, we have adopted a strategy of marketing
our solutions via a number of internal sales channels
(direct sales network and telesales) and external sales
channels (indirect sales via a network of integrator/
resellers). In 2013, we began selling SaaS-mode solutions
on our telesales channel, achieving a significant uptake of
contract orders in the first year.
Our SaaS solutions are now also available indirectly, via our
VARs, who can now sell our HR/Payroll and Manufacturing
solutions in addition to the Finance solutions and solutions
for very small companies they have sold up until now.
During 2013, around 20 new national and international
partners joined Cegid’s distribution network, strengthening
our position in the market for medium-sized companies.
In 2013, activity per sales channel was similar to that in
2012, with telesales and our indirect network representing
36% of total license sales.
CegidStore — our online store is much more than simply
an e-commerce site
We will be able to supplement our latest international
successes in the public sector and human resources by
boosting sales of our solutions, primarily to customers in
the Retail and Manufacturing sectors who plan to equip
their business units worldwide.
Our consistently increasing business volumes testify to
the quality and flexibility of our solutions, which are tailored
to meet the needs of our customers, wherever they are in
the world.
60
Launched in 2010 in response to new online purchasing
behavior, our e-commerce site functions as a complement
to our sales force and network of partner-resellers.
Management report
CegidStore now has almost 1,500 products and services
chosen based on our customers’ and prospects’ specific
everyday needs. "Instant" solutions, such as additional
modules, SaaS subscriptions, training courses and
services that keep users up-to-date with the latest changes
in employment and tax filing requirements (nominative
employee filings, revised rental values of business
premises, social contribution filings, and electronic tax
filings) are available to the Accounting Profession and
companies of all sizes, from start-ups and independent
entrepreneurs to large companies. CegidStore makes for
more agile customer relationships, while being quick and
simple to access anytime, anywhere.
MAINTAINING CLOSE CONTACT WITH OUR
CUSTOMERS
Cegid Convention for the Accounting Profession: "As in
our early days, let’s build the future" with the private cloud
for accounting professionals
On July 4-5, 2013, we held our 11 convention for the
Accounting Profession in Monaco, a key event for CPAs
and Statutory Auditors. This year, we celebrated 30 years
of collaboration with the Accounting Profession.
th
Cegid’s convention in Monaco is widely viewed as a major
event that fuels ideas and plans for future developments
in the Accounting Profession. At the biennial convention,
participants shared their thoughts on how professional and
technological developments would shape the accounting
and audit industries.
At this year’s convention, we presented and discussed
our private cloud strategy for the accounting profession,
based on the partnership we formed with IBM in 2012.
Thanks to this partnership, we can now operate our
SaaS-based solutions in a customized private IBM cloud
located in France, thus delivering more value-added
to our accounting firm customers by providing better
performance and heightened security. Owing to this
partnership, we have been able to step up the deployment
of cloud-based solutions for accounting professionals,
enabling them to further develop their own management
consulting services. Following our recent acquisition of
TDA, we also presented fully web-based and collaborative
solutions available in SaaS mode, dedicated to developing
accounting firms’ management consulting assignments.
Cegid Retail Connections
On March 21-23, 2013, we hosted our international
retail conference in Venice, entitled "One consumer, one
commerce".
At this year’s conference, a major event for our retail industry
customers, our international expertise was brought to bear
with the announcement of key new functionalities for our
Yourcegid Retail solutions dedicated to specialist retailers
worldwide.
This year we focused on a number of topics, including
Omnichannel,
Mobility,
Internationalization,
Retail
Intelligence (BI) and Supply Chain optimization in the
broad aim of creating "a new customer experience".
Cegid Finance Taxation
During the year, we launched a "Finance Users Club", a
new club for users of Yourcegid Finance solutions. The
club acts as a forum for continuous discussions with
customers and users of Cegid’s Finance solutions. The
Finance club is made up of expert communities who
spearhead proposals for developing Cegid’s solutions.
In 2013, we also held six meetings, attended by over 500
customers, at which we demonstrated the advantages of
our solutions, in particular those in the Y2 Finance range.
Our many workshop participants were impressed by the
SaaS solutions, procurement and budget functions, and
Business Intelligence.
Over 600 customers have signed up for the new Yourcegid
Taxation solution, 40% of whom are new customers,
testifying to our renowned expertise in business strategy.
Our focus this year was driven by the changes introduced
by the SEPA regulation, the new French VAT rate that
came into effect on January 1, 2014, and the law on IT
audits, which came into force on the same day.
OTHER OPERATING INFORMATION
Strategic agreement between Cegid and Groupama/
Gan Assurances
Cemagid is a joint venture between Cegid and Groupama/
Gan Assurances that holds the intellectual property rights
associated with the products and services that derive
from the strategic agreements. Cemagid continued
to develop and use applications, in particular those
related to "Compensation strategy" for entrepreneurs by
harnessing synergies with the Accounting Profession.
Gan Assurances’ sales forces systematically used these
applications when working with CPAs to develop their
consulting services for their customers.
In this context, we continued developments in the use
of "Wexperandyou" for the Accounting Profession and
"Comptanoo.com" for very small companies.
CEGID IS ATTENTIVE TO ITS SURROUNDINGS
Creation of Cegid Foundation
Since we participate actively in our ecosystem, in 2013,
we created Cegid Foundation to house all our initiatives in
the following four areas: Education, Integration (Job dans
la Ville, Sport dans la Ville, etc.), Healthcare (Léon Bérard
Center, Petit Monde, Hôpital Mère-Enfant) and Digital
Entrepreneurship.
61
Management report
One of the Foundation’s main goals will be to use its funding
to help finance and support technology start-ups, mainly
in the Rhône-Alpes region and in the regional ecosystem.
Our employees will be able to join in and support these
start-ups and we hope that this will develop innovative,
entrepreneurial ideas within the Group. Through this
initiative Cegid will bring to bear the following corporate
values:
- entrepreneurial, team spirit,
- customer-centric, technological innovation that integrates
the new ways people use software,
- regional origins,
- a human resources department that embraces change
and is a source of progress.
The Cegid Foundation is set to be operational in 2014.
Deploying our "Great place to work" project
Cegid has inaugurated its fully
refurbished Loudun offices located
in the "Viennopôle" business park.
This latest refurbishment is part of
the "Great place to work" project
launched in 2010 in the aim of
combining employee comfort with
high-quality customer service and strong performance.
The newly refurbished office in Loudun, which follows
refurbishments in Nantes, New York and our head office
in Lyon, will give employees and customers a new highquality work environment conducive to discussion.
Cegid commits to diversity in the workplace
At Cegid, we and our 2,000 employees have long
committed to ensuring a company culture that embraces
all forms of diversity, including gender equality, senior
employees and employees with a disability.
In 2012, we renewed a company-wide agreement in favor
of employing people with disabilities, underscoring our
long-term intention to pursue and develop our initiatives in
the five areas of recruitment, employee retention, training,
integration and creating a protected work environment.
Over the last four years, we have recruited 25 employees
with disabilities, fulfilled efforts to retain employees, make
facilities accessible, and trained over 60 managers on
disabilities and managerial practices. Our use of protected
work environments led us to seek a range of services from
over 20 specialized providers.
In 2013, we stepped up our goal to integrate young
people into the workforce, with 23 employees joining us in
a program that allowed them to gain workplace experience
while continuing their studies. We also recruited 137
employees under the age of 30 over the course of the year.
62
Cegid Education
In the first half of 2013, we launched "Cegid Education
Summer University", the first major Cegid Education event
for business and management teachers.
For the past eight years, we have provided training courses
on our software to teachers in technical fields. These
seminars are organized in partnership with the French
Ministry of Education and the CERPET (Centre d’Etudes
et de Recherches des Professeurs de l’Enseignement
Technique), a public-private training center for professors
in technical fields. They are intended to foster the
development of digital technologies in the academic
world, a determining factor in student employability. These
summer universities now partner with APDCG (Association
des Professeurs des Diplômes de Comptabilité et de
Gestion), which brings together teachers of accounting
and related topics and supports all initiatives related to
teaching and education leading to degrees in accounting.
Cegid supports programs that seek to modernize teaching
methods, undertaken as part of the reform of the French
educational system. Several ministerial decrees in favor
of integrating technology have recently been adopted, a
tangible result of these initiatives.
Furthermore, as part of our development and our aim to
cooperate with the academic world, we launched a Cegid
Education program users club named "Edu’Club", chaired
by Eric Disson, a lecturer at IAE Lyon.
An avant-garde educational initiative, Edu’Club aims to
provide an additional support network between Cegid and
the academic world to foster the development of digital
technology. It offers a useful discussion forum for ideas
and suggestions—based on real-life experience—on using
Cegid software as an educational tool when teaching new
technologies.
Management report
The Group’s consolidated financial statements have
been prepared, pursuant to EC regulation 1606/2002,
in accordance with the IFRSs adopted by the European
Union as of January 1, 2013.
2013 FULL-YEAR RESULTS
CONSOLIDATED INCOME STATEMENT
Cegid’s sales (€259.9 million in 2013) reflected its
evolving business model, now increasingly oriented
toward recurrent revenue based on SaaS and On Demand
contracts. This business generated €38.0 million in
revenue, up 41.6% over the year under review, after rising
35.1% in 2012. It gained momentum during the year,
principally with accounting firms and their small-company
customers.
Recurrent sales (€148.6 million), which included SaaS
revenue and revenue from software and hardware
maintenance contracts, rose 7.3% or almost €10.1 million,
and represented 57% of total sales, an increase of more
than four percentage points.
At the same time that SaaS/On Demand activities were
growing rapidly, Cegid’s license sales were also resilient,
as sales in this business (€33.7 million) rose from their
previous-year level.
Revenue from strategic "Software and software-related
services (SSRS)" was €178.0 million, or 68% of total
sales, a solid 7.1% increase on 2012. Revenue from
"SSRS and professional services" (€233.6 million)
advanced by more than 3%.
Revenue from the non-strategic "Hardware distribution
and other" business was €26.3 million, or 10% of total
sales, continuing its downward trend at 17.1% lower than
in 2012.
2013 EBITDA was €69.1 million, higher than in 2012
(€61.4 million).
Income from ordinary activities totaled €31.1 million, vs.
€22.7 million in 2012.
It included income of €1.9 million related to various tax
credits (€0.4 million in 2012) and the treatment of IFRS 2,
primarily related to bonus share plans. It also included
€38.5 million in non-cash items (€38.4 million in 2012).
The margin on consolidated income from ordinary activities
stood at 12% of consolidated sales (8.8% in 2012) and
at 12.3% before the impact of the IFRS 2 restatement
related to bonus share plans.
Operating income totaled €31.0 million, vs. €22.8 million
in 2012.
Net financial expense, made up of interest and other
expenses related to the syndicated lines of credit
(€1.2 million) and financial provisions and IFRS
restatement costs (€1.3 million), totaled €2.2 million in
2013, vs. €2.1 million in 2012.
Income tax totaled €9.8 million, vs. €6.9 million in 2012.
Net income, after taking into account the above-mentioned
items, totaled €18.8 million (€12.6 million in 2012).
CASH FLOW STATEMENT
Cash flow generated by the business stood at
€68.3 million (€57.5 million in 2012). After payment of
interest and taxes totaling approximately €5.4 million, of
which €4.2 million in corporate income tax (€8.6 million
in 2012), cash flow came to €62.9 million (€47.8 million
in 2012).
Net cash from operating activities was €62.8 million
(€47.9 million in 2012).
Net debt totaled €54.7 million (€68.7 million as of
December 31, 2012). It reflected the financing of capital
expenditures (€40 million), comprised primarily of
development costs.
CONSOLIDATED BALANCE SHEET
The monthly breakeven point of sales, net of non-cash
items, declined to €18.7 million (€19.3 million in 2012),
leading to a significant increase in cash flow over the
year. In addition, working capital requirements were held
in check. This led to net debt as of December 31, 2013
of €54.7 million. As such, Cegid was once again able to
finance its capital expenditures from internal sources in
2013, made up primarily of investments in research and
development (€32.0 million).
Gearing stood at 28%, vs. 38% as of December 31, 2012.
As of December 31, 2013, Cegid was in compliance
with the covenants in its bank credit agreements by a
comfortable margin.
Cegid Group SA
SALES AND EARNINGS
Cegid Group has been a holding company since
shareholders approved the contribution of its
operating activities to its subsidiary Cegid SA at the
November 30, 2006 Special Shareholders’ Meeting.
In 2013, Cegid Group achieved revenues of €4.9 million,
consisting principally of fees for corporate expenses and
brand image costs (€4.9 million in 2012).
Cegid Group posted operating income of €0.01 million
(€0.4 million in 2012) and net income of €3.8 million
(€3.2 million in 2012) after accounting for financial
income of €3.7 million (€4.7 million in 2012), representing
dividends received, and €1.8 million for the better
fortunes clause in relation to the waiver of the shareholder
loans granted to its subsidiary Cegid Public in 2012
(€2.0 million).
As of December 31, 2013, shareholders’ equity stood at
€118.7 million (€124.0 million as of December 31, 2012)
and net debt, which included drawdowns under the
syndicated line of credit, totaled €58.2 million.
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Management report
PAYMENT TERMS
SUBSIDIARIES OF CEGID SA
Pursuant to Article L.441-6-1 of the French Commercial
Code, we hereby inform shareholders that as of
December 31, 2013, Cegid Group’s trade payables
more than 60 days old were immaterial, at €0.04 million,
equivalent to those as of December 31, 2012, and trade
payables less than 60 days old totaled €0.52 million
(€0.72 million as of December 31, 2012).
French subsidiaries
NON-TAX-DEDUCTIBLE EXPENSES
Pursuant to Article 223 quater of the French Tax Code, we
hereby inform shareholders that the financial statements
for the year under review do not contain any non-taxdeductible expenses in the meaning of Article 39.4 of the
same Code.
Subsidiaries
PRINCIPAL OPERATING SUBSIDIARIES OF CEGID
GROUP
Cegid SA
Sales in 2013 totaled €216.7 million (vs. €218.8 million
in 2012). In 2013, operating income totaled €20.7 million
(€15.1 million in 2012) and net income was €12.2 million
(€7.3 million in 2012).
Shareholders’ equity stood at €156.0 million (€146.5
million as of December 31, 2012). Net financial debt
totaled €47.3 million in 2013 (€56.5 million in 2012).
Quadratus
Sales in 2013 totaled €26.7 million (€24.4 million in
2012), operating income was €10.9 million (€8.4 million
in 2012) and net income was €6.7 million (€5.1 million in
2012).
As of December 31, 2013, shareholders’ equity was
€20.8 million and net cash was €20.4 million.
Cegid Public
Sales of Cegid Public totaled €16.8 million in 2012
(€15.6 million in 2012).
After write-downs and provisions to cover risks identified
before January 1, 2013 (€0.8 million), Cegid Public
posted operating income of €2.0 million, vs. an operating
loss of €2.7 million in 2012.
After special amortization of development costs
(€0.1 million) and an expense relating to the better fortunes
clause following the waiver of shareholder loans from
Cegid Group as of December 31, 2012 (€1.8 million),
net income was at breakeven (net loss of €1.5 million in
2012).
€5.2 million and net debt was €6.6 million, after taking into
account the Cegid Group shareholder loans (€6.7 million).
64
ASPX
The only activity of ASPX, a 100%-owned subsidiary of
Cegid SA, is to manage its ownership stake in Cemagid,
the joint venture held 50-50 by ASPX and Groupama/Gan
Assurances and the principal portal offering SaaS/On
Demand management services, including Wexperandyou
for the Accounting Profession and "Comptanoo.com" for
very small companies.
Cemagid posted sales of €1.0 million in 2013 (€1.3 million
in 2012), of which €0.7 million represented recurrent
revenue. The company posted an operating loss of €0.3
million (operating loss of €0.8 million in 2012) and a net
loss of €0.4 million (net loss of €1.2 million in 2012).
€-3.0 million and net debt was €3.6 million, after taking
into account the Groupama and Cegid Group shareholder
loans (€3.7 million).
TDA International
On July 25, 2012, Cegid acquired all of the shares of
TDA International, a developer of "On Demand" software
specializing in finance and personnel management
solutions for the Accounting Profession and corporate
users.
TDA International
August 1, 2012.
has
been
consolidated
since
In 2013, the company’s sales totaled €2.1 million, resulting
in operating income and net income of €0.3 million. As of
December 31, 2013, shareholders’ equity was €0.4 million
and net cash was €0.2 million.
Cegid Academy
Cegid Academy, whose role is to make additional financial
resources available to fund training, has not engaged in
significant business activity since its creation.
Changes in the financing of professional training and
the priorities of the OPCA industry-specific training fund
have significantly reduced Cegid Academy’s operations
and capacity for action. Consequently, Cegid Academy
will be dissolved, and all its assets and liabilities will be
transferred to Cegid SA.
International subsidiaries
EUROPE
Spain: Cegid Iberica
Sales totaled €1.5 million (€1.6 million in 2012), operating
loss was €0.3 million (€0.2 million in 2012) and net loss
was €0.4 million (€0.3 million in 2012).
€-0.2 million and net debt was €0.7 million.
Management report
Portugal: Cegid Portugal
Africa: Cegid Tunisia
Cegid Portugal, wholly-owned by Cegid SA, was formed
in 2012. It is primarily a customer support hotline for the
international Retail business. Sales totaled €1.2 million,
operating income was €0.4 million (operating loss of
€0.2 million in 2012) and net income was €0.3 million
(net loss of €0.1 million in 2012).
Cegid Tunisia, wholly-owned by Cegid SA, was formed in
2012. It operates as the development center for the TDA
range. The company’s sales totaled €0.3 million, resulting
in operating income of €0.02 million and net income of
€0.02 million.
€0.2 million and net debt was €0.02 million.
€0.07 million and net cash was €0.04 million.
Italy: Cegid Italia
OTHER COMPANIES IN THE SCOPE OF
CONSOLIDATION
income was €0.05 million (€0.03 million in 2012) and net
income was €0.03 million (€0.05 million in 2012).
21S Ingénierie
United Kingdom: Cegid Limited
income was €0.8 million (€0.7 million in 2012) and net
income was €0.6 million (€0.5 million in 2012).
€1.6 million and net cash was €0.9 million.
Eastern Europe: Cegid Holding BV
Cegid Holding BV, a subsidiary of Cegid Group and
Cegid SA, was formed in October 2013 to hold shares in
companies in Eastern Europe.
On April 19, 2011, Cegid Group acquired 99.35% of the
shares of 21S Ingénierie, a developer of fully web-based
solutions for the Accounting Profession and its SME
customers. As of December 31, 2013, Cegid Group held
more than 99.99% of 21S Ingénierie.
21S Ingénierie owns 100% of Cegid Mauritius, a
company governed by Mauritian law. Cegid Mauritius, the
development center for the above-mentioned range of
solutions, has entered into an agreement under which all
of its assets are managed by Quadratus.
21S Ingénierie’s 2013 sales totaled €0.2 million and
consisted of lease-management fees, paid by Quadratus.
21S Ingénierie’s net income was at breakeven. As of
December 31, 2013, shareholders’ equity was €0.2 million
and net debt was €0.1 million.
NORTH AMERICA: Cegid Corporation
Cegid Mauritius
Sales totaled €2 million (€1.6 million in 2012), operating
loss was €0.3 million (operating income of €0.1 million
in 2012) and net loss was €0.3 million (net income of
€0.03 million in 2012).
income was at breakeven (€0.03 million in 2012) and net
income was at breakeven (€0.02 million in 2012).
€-2.5 million and net debt was €2.8 million.
SOUTH AMERICA: Cegid Licenciamento de
Software (Brazil)
€0.04 million and net debt was €0.04 million.
OTHER CONSOLIDATED COMPANIES
Cegid Services
Cegid established a presence in Brazil in May 2013
via Cegid Licenciamento de Software, a wholly-owned
subsidiary of Cegid SA. The company’s sales totaled
€0.02 million, resulting in an operating loss of €0.2 million
and a net loss of €0.3 million.
Cegid Group holds 99.89% of Cegid Services. Cegid
Services no longer has any business activity and its net
assets are not material.
€0.5 million and net cash was €0.1 million
Cegid Japan
ASIA: Cegid Hong Kong Holdings Limited—Cegid
Software (Shenzhen)
In 2013, Cegid Software (Shenzhen), 100%-held by
Hong Kong Holdings Limited, posted sales of €1 million
(€0.8 million in 2012). The company posted an operating
loss of €0.2 million (loss of €0.1 million in 2012) and a net
loss of €0.2 million (loss of €0.1 million in 2012).
OTHER UNCONSOLIDATED INVESTMENTS
Cegid Japan, 100%-held by Cegid, has no significant
activity and is therefore not consolidated.
Altaven
Cegid SA holds 4.5% in Altaven, developer of "Optim’IS"
solutions for managing corporate taxes and tax
consolidation.
65
Management report
Products and services, technology
and research & development
- The major importance placed on Big Data, which,
regardless of their nature, form or volume, can now
be manipulated and cross-referenced to take users’
decision-making capacity to new horizons.
RESEARCH AND DEVELOPMENT STRATEGY
- Data security requirements, in particular for personal
data.
We pursued and intensified our strategy as a developer
of specialized software, both function-specific (Finance
and Accounting, Taxation, Payroll/HR etc.) and industryspecific (Accounting profession, Retail, Manufacturing,
Services, Trade, Hospitality, Public Sector, etc.).
Using the technology we deploy, Cegid can respond to
several challenges at once:
- Equip companies from the smallest SMEs to mid-sized
and large independent companies or subsidiaries of
larger groups, offering an alternative to large ERP
systems,
- Ensure we have a relevant presence in France and abroad,
primarily in the Retail and, increasingly, Manufacturing
sectors,
- Enable all modes of distribution, both direct and indirect,
- Access applications in On-Premise or in SaaS/On
Demand mode using cloud-based platforms.
An in-depth understanding of the key technology
parameters corresponding to this environment is therefore
a determining factor in the success of the research and
development strategy.
CLOUD TECHNOLOGIES
Whereas in 2012, we focused on signing a partnership
with IBM to create and build a Private Cloud, in 2013 we
ramped up implementation of this large-scale operation.
Application workloads, which harbor strong potential for
SaaS activities, were all operated from within the Cegid
Cloud, giving our customers maximum power and security.
We continued to concentrate our technological efforts
on developing and integrating the tools to manage this
new production platform, in line with our initial strategy of
ensuring multi-operator management capacity.
RESPONSES TO NEW WAYS OF USING SOFTWARE
In 2013, information technology underwent major
transformations, characterized by:
- Emphasis on SaaS and the cloud and related software/
data security and access issues, as well as the
performance requirements of applications,
- Modularizing solutions by structuring them into distinct
services to make our industry-specific applications more
agile,
- Interoperability between applications,
- The user experience, application ergonomics, mobility
and new devices such as smartphones and tablets,
- Working with data: eliminating the need for paper and
using business intelligence tools to exploit data.
- Accounting for operational and production security needs
right from the design and development stage (DevOps).
MOBICLOTM (MOBILITY, BI AND CLOUD)
Three major trends currently influence enterprise software:
the cloud computing revolution, the widespread use of
mobile applications and a business intelligence approach
that is now within users’ reach. These three trends form
the foundation of our innovation policy, known by the
acronym "MOBICLOTM" (MObile, Business Intelligence
and CLOud).
In 2013, our MoBICloTM policy resulted in:
- Implementing and ramping up our Private Cloud in
partnership with IBM, continuing to invest in automating
processes for producing online applications,
- Technologies highly influenced by web developments,
- Solutions adapted to allow for greater mobility (HR,
Retail, Public Sector),
- Economic models, such as those inherent to SaaS and
Stores, whose impact now reaches as far back as the
design phase of software development,
- Generalizing the concept of embedded BI in the majority
of Yourcegid solutions, giving users direct access to
analytical functions, dashboard management and reports.
- Omnipresence of mobile technologies: the mass adoption
of connected devices such as smartphones and tablets,
and new access modes including high-speed home
internet connections, SaaS-mode applications and the
Internet of Things require IT departments to open their
infrastructure and IT systems to meet the increasing
demands of employees and customers,
66
- We responded to these challenges with a research and
development strategy focusing on the following priority
areas:
Management report
IMPROVED RESEARCH AND DEVELOPMENT
PERFORMANCE
In 2013, we spearheaded projects across our functions
to ensure that each development team concentrated their
efforts on our strategic technological priorities, which are:
- modularizing our industry-specific software,
- creating an API strategy so as to offer our customers, VAR
partners and integrators full interoperability capability,
- structuring an approach for designing and using
application services that integrates user needs and
experience,
- creating a DevOps approach, in which SaaS
development and operations teams work together and
harness synergies to ensure seamless, secure, powerful
management of online applications (provisioning, change
management, oversight, etc.).
CEGID’S TECHNICAL PLATFORMS (FRAMEWORK)
In 2013, we continued to integrate new technologies into
our development tools and platforms.
Our development teams use tools built to function with
Microsoft.NET and Java for performance and nonregression testing, team management and knowledge
sharing. They received support and training programs on
this subject.
We have put both technical skills and technology to work to
modernize our applications, with seamless implementation
for customers.
Our dedicated pursuit of continuity led us to adopt an
innovative approach that the existing, state-of-the-art
solutions were not able to support. Our proposed solution
for achieving this transformation is the result of a concerted
research effort adhering to the French government’s
criteria for R&D tax credits.
In 2013, the tax base was €1.9 million (€3.7 million in
2012) giving rise to an R&D tax credit of €0.6 million
(€1.2 million in 2012).
The impact of R&D tax credit on the consolidated financial
statements was €0.4 million (€0.4 million in 2012).
YOURCEGID STUDIO: WORKING WITH PARTNERS
To encourage users to adopt Cegid solutions, the standard
functions of Yourcegid Studio, available to Cegid partners,
can be personalized to accommodate a particular industry.
The number of extensions in the new version makes it
easier to verticalize the Yourcegid solutions by adding or
personalizing the presentation, industry rules and data
models.
We have enriched the development environment in
Yourcegid Studio with a more powerful integrated
debugging tool and increased the range and international
versions of supporting documents. Our international
partners can now use this platform to localize Yourcegid
products and autonomously add secure solutions adapted
to their market.
To help familiarize our partners with Yourcegid Studio,
we have created a training and certification program
for the platform. To prolong the training experience and
encourage dialogue, we have opened a portal with its own
forum to certified professionals.
Product ranges: reflecting changes in the way
customers use software
ACCOUNTING PROFESSION AND ACCOUNTING
OVERSIGHT AGENCIES (AGCS)
Yourcegid Accounting Profession
Yourcegid Accounting Profession encompasses the
complete range of solutions designed for the Accounting
Profession (accounting firms, statutory auditors,
accounting nonprofits) with its two main solutions,
Cegid Expert and Quadra Expert. The solutions cover
the Accounting Profession’s full spectrum of needs with
accounting, tax, legal and employee-related calculations,
the portal for collaborating with customers, internal
management of accounting firms and the working
environment of accountants. We have increased the
availability of our Yourcegid Accounting Profession
solutions in SaaS On Demand mode (Expert On Demand)
using pooled resources and a systematic approach.
Yourcegid Accounting Profession now includes a
collaborative workspace where accountants and their
corporate customers can monitor their administration and
their accounting and employee-related information.
We strengthened our position in 2012 by acquiring TDA
International. This acquisition enabled us to offer new
On Demand advisory products in the area of personnel
management (employee savings, pension commitments,
independent professionals, personnel audits, etc.) and
finance (reporting, sectoral comparison, forecasting,
valuation, etc.) for the Accounting Profession and corporate
users. We presented these fully web-based solutions,
which will be integrated into the main solution, together
with TDA International at the most recent convention of
French CPAs. The solutions are now available via all of our
sales channels, including on the Wexperandyou portal and
the CegidStore e-commerce site.
We are also continuing to study new partnerships with
the same objective of further enhancing the value of our
solutions.
Cegid Expert and Cegid Expert On Demand
This solution is particularly suited to large accounting
organizations that need the power of an integrated
solution (such as ERP) with customization possibilities
and cutting-edge security. In 2013, aside from adapting
functionalities to reflect changes to legal, tax and
employment requirements (which represented a significant
workload in 2013 with SEPA and the Competitiveness
and Employment tax credit (CICE)), we enhanced the
solution with new functionalities useful to agricultural
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Management report
customers, new settings for automatic updates to
collective bargaining agreements and additional reviewing
functionalities for increased productivity. These additions,
further enhanced by solutions from our partners (Editions
Francis Lefebvre, Cegid Web Démat with Yooz by Itesoft,
etc.), were developed based on a collaborative approach
with accounting firms and corporate customers.
Cegid Expert Agricole
Cegid continued to develop the productivity functionalities
of Cegid Expert Agricole for accounting oversight agencies
in the agricultural sector. The solution now includes all
functionalities necessary for processing accounting, tax
and employee data, internal operations and invoicing for
these accounting organizations, which often have several
hundred users.
Quadra Expert and Quadra Expert On Demand
Designed for organizations looking for an easy-toimplement, off-the-shelf solution that is intuitive to use,
this solution has remained a popular purchase for the
Accounting Profession, in particular in SaaS (On Demand)
mode. The easy deployment of SaaS is an added bonus of
the Quadra Expert range, well known for its functionalities.
Quadra Expert is the Accounting profession’s most
popular solution in terms of the number of users.
Quadra Full Web
Cegid CPA Agreements
The first users of our New Knowledge Bank were able
to experience the advantages of using this initial module
rewritten in fully web-based technology. Accounting firm
employees are now able to consult internal documents in
a secure manner and make them visible to third parties,
regardless of the latter’s operating system, by e-mail, with
the document displayed in an internet browser window.
Furthermore, users can leverage the full text search feature
to locate documents by searching for any word in the body
of the document.
We offer a service through our Wexperandyou portal
that sends alerts of changes in collective bargaining
agreements.
The Full Web module is the first module in the Expert
range to be rewritten. Many more will follow, beginning
with Quadra Office.
In 2013, we continued to develop additional services
to monitor and automatically update payroll systems
in response to changes in the collective bargaining
agreements included in Yourcegid CPA Payroll, and
continued to expand the library of collective bargaining
agreements included the solution.
Quadra Web Services (QWS)
Integrated review for Cegid Expert
We continued to enrich Integrated review with additional
productivity and usage functionalities.
Cegid CPA Connect
In our range of collaborative solutions for accounting
firms and their customers, we have enriched our products
enabling CPAs to share their accounting and/or employeerelated data with companies wishing to outsource these
functions.
This new service, "Cwe", launched at the end of
2012, enables CPAs to obtain new assignments
through externalization, communications platforms and
collaborative work.
Cegid VIP (Visualization - Imagination - Performance)
Using the latest technologies, our customers can display
automatically-updated dashboards that monitor metrics
such as sales, margins, cash and employees on PDA
devices such as the iPad or iPhone. Accounting firms can
provide this service to their corporate customers as part of
a collaborative solution.
QWS services have now reached functional maturity and
accountants are deploying the solutions to their customers,
enabling both parties to increase their productivity. The
time accountants save by working collaboratively with
their customers on preparing payslips, bookkeeping and
invoicing frees them up to offer new consulting services
with more value-added.
Quadra Social
Quadra Payroll users now have access to a collective
bargaining agreement monitoring service. Quadratus
monitors and makes updates in response to changes
in collective bargaining agreements, giving accounting
firms’ HR service a guarantee of security and productivity.
Quadra Collective Bargaining Payroll is likely to appeal to
the majority of Quadra Payroll users, as the cost of the
service is not based on the number of files or payslips
processed. In 2014, we will rapidly increase the number of
collective bargaining agreements that Quadratus monitors,
thanks to accounting firms offering new preconfigured
agreements, which are then validated and monitored by
Quadratus.
ACCOUNTING OVERSIGHT AGENCIES
Yourcegid Agrément
In 2012, we introduced new features to the solutions
used by accounting oversight agencies to approve
financial statements submitted to the tax authority. These
included a complete VAT chain (EDI-VAT support, specific
data entry tools, import module, preview/print, automatic
reconciliation with the declaration of income, automatic
printing and mass processing, VAT control), assignment
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Management report
reports with detailed back-up, EDI submission support
and integration into the Corporate Tax Service (SIE)
directory. In 2013, we continued our efforts, developing a
VAT submission portal that accounting oversight agencies
can use to submit VAT filings. This new service will be
launched in 2014.
Entrepreneurs
Yourcegid Solos
The Yourcegid Solos solution, designed for small
companies with fewer than five employees, and available
in SaaS mode, accessible 24/7, now includes Yourcegid
Solos Estimates-Invoices, a simple, intuitive solution for
monitoring business, estimates, invoices and credit notes.
In 2013, we enriched this solution by extending the
user experience with versions specifically designed to
incorporate mobile technologies (available in Windows
Store and AppStore).
Functional developments included:
- management of advance payments,
and alerts using their handheld device. With its front- and
back-office functionalities, this solution transforms the
point of sale into an online service point to help its staff
give customers a better in-store experience.
A customer-centric form of customer service: In 2013,
development priorities for Yourcegid Retail were based
on clienteling, customization and loyalty. This covered
capitalizing on the customer database, identifying
customers as soon as they enter the store, expanding on
product information, verifying telephone and e-mail data,
offering personalized loyalty programs and VIP customer
management, and automating customer data capture. To
this end, we teamed up with leading technological partners
such as PayPal, Experian and 3M.
During 2013, we pursued our innovation strategy with the
latest generation of Cegid Innovation Store, a technology
hub for points of sale. Built in 2010 in collaboration with
a number of our technological and industry partners and
located in our head office, the Cegid Innovation Store
(CIS) gives a true-to-life demonstration of how the latest
innovations can enhance store performance.
- accounting tools were expanded to meet the needs of
CPAs in order to encourage referrals of the solution to
their small company customers.
Yourcegid Solos is distributed via accounting firms’ portals
and Orange’s Cloud Pro, which has proved very popular.
VERTICAL MARKETS
Retailing
Designed to make specialized retailing companies more
competitive, productive and profitable, Yourcegid Retail,
the range of solutions designed specifically for the retail
industry, covers the entire Retail value chain from supply
optimization to managing the various sales channels in an
international, omnichannel environment.
Yourcegid Retail solutions are now available in On Premise
and SaaS mode in more than 25 languages and in
75 countries. More than 1,000 retailers and 25,000 stores
use Yourcegid Retail.
In 2013, we enriched the elements of Yourcegid Retail
solutions concerned with online retailing and retail
internationalization in response to the latest challenges
facing specialized retailers, such as omnichannel and
online retailing, improving the customer experience in
store, mobility, clienteling and CRM.
A number of new omnichannel and online retailing features
were introduced. Certain features enabled stores to
offer new services to their customers, such as "web-tostore" and "click & collect" (articles purchased online and
delivered to store, or reserved in store and delivered to
the customer’s home). Others allowed retailers to share
customer data in real time across all sales channels, and
to integrate QR codes, etc.
Yourcegid Retail Mobile, the mobile solution for store sales
staff, was enriched with high value-added solutions such
as the ability to consult customer orders, reservations
Officially inaugurated in early January 2014, the latestgeneration Cegid Innovation Store is a one-stop-shop
informing specialized retailers of the latest technologies
available and demonstrating precisely how these
technologies could be used in a real-life setting. They
can also anticipate future trends and technologies, such
as click & collect, mobility, facial recognition, social mirror,
sensorial marketing, social rewards, and an analysis of
social networks.
On the international stage, we continued to extend our
footprint, and in 2013 we released localized versions of
Yourcegid Retail for Chile, Brazil, Bosnia, Colombia, Czech
Republic, New Zealand, South Africa and Denmark.
We also rolled out our solutions for customers in new
countries such as Brazil, Russia and Kazakhstan.
With more than 50,000 users of Yourcegid Retail
On Demand, we provide a SaaS solution specifically
dedicated to the retail industry. Its users benefit from a
solution that has been tried-and-tested by professionals in
the Retail industry, and enjoy all the advantages of SaaS.
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Management report
In 2013, a number of our retail customers chose Yourcegid
Retail in SaaS mode, including renowned photo art gallery
YellowKorner and Brazilian athletic shoes retailer Não do
Brasil.
In response to French legislation passed on
November 5, 2013 on tax fraud and serious economic
and financial crimes, requiring software providers to
demonstrate the "non-fraudulent and non-permissive"
character of their software, we have implemented a system
for strengthening the non-permissive character of our PoS
software.
Manufacturing, Trade & Services
Yourcegid Manufacturing, Yourcegid Trade and Yourcegid
Services respond to the challenges and constraints faced
in the manufacturing, trade and services sectors. Designed
by Cegid and MT&S professionals for professionals
in their sectors, the solutions are the result of a close
collaboration between our development teams and the
professional associations of users of these specialized
software solutions.
The Yourcegid solutions are designed for different types of
companies, from those with fewer than 10 employees to
groups of SMEs. The solutions in the Yourcegid range can
either function in autonomous mode or be integrated into
other ERP solutions. This flexibility is one of the strengths
of the solutions, as customers will always have a scalable
solution to fit their needs (business growth, new site
openings in France and abroad).
Yourcegid Manufacturing is designed for manufacturers
in the Automotive, Aeronautics, Life Sciences, High
Tech and Consumer Packaged Goods industries, and
is composed of the following solutions: Manufacturing
(manufacturing process control), CMMS, CRM, EDM,
PLM, Demand Forecasting, Advanced Planning, Sourcing
Optimization, Procurement and Production Planning,
Business Intelligence and EDI-Radio.
In 2013, we launched several new high value-added
products and modules based on SaaS and business
intelligence. We also released new versions of our
software: Y2 and Manufacturing SME v15.
We continued to gain ground abroad, expanding into
new markets in Turkey and Romania, and signing lucrative
deals, in particular in South Africa.
Yourcegid Manufacturing is part of a comprehensive
suite of enterprise software. It includes Yourcegid Trade,
exclusively designed for wholesalers, offering Contract
Management, CRM, EDM, Business Intelligence,
Workflow and Counter sales, and Yourcegid Services,
for companies in the services sector, offering Contract
Management, CRM, EDM and Payroll/HR.
70
Hospitality
Supporting the operations of close to 1,500 hospitality
businesses in France, Yourcegid Hospitality is made up of
Yourcegid Hotel and Yourcegid Restaurant.
Yourcegid Hotel
- A simple, user-friendly and intuitive scheduling and
reservations management solution for independent
hotels, connected to Reserv IT and Availpro central
reservation systems,
- A multi-hotel solution operating from a single database,
connected to e-distributors using a two-way interface,
with integrated customer loyalty and CRM functionalities
as well as decision-support tools so as to optimize the
management of apartment hotels and hotel companies.
Yourcegid Restaurant
- A solution for managing independent restaurants that is
quick to set up and has easy-to-use payment software,
- A solution for restaurant groups, with all restaurants
managed from a central location. Its many functionalities
include food purchasing, a database, restaurant
management
and
decision-support
tools
for
management.
In 2013, several functionalities were added to the solution
to cater to expectations and market trends.
The Yourcegid Hospitality Mobile application downloaded
onto managers’ mobile devices enables them to monitor
sales, occupancy rates and reservations made through the
different reservation channels.
Yourcegid Hotel now has spa business management for
optimizing overall hotel management.
And Yourcegid Restaurant now has a new version of
its Orderman tableside radio ordering system. The
system is available for both restaurant solutions and has
enriched functionalities to improve service management in
restaurants.
Public sector
Cegid Public is a Cegid company specialized in the public
sector, and more specifically, local authorities, public
entities, fire departments, rescue services and public
sector HR management services. With solutions suited
to all company sizes, Cegid Public has concentrated its
investments on three areas of business expertise: Human
Resources management, Finance and Citizen services.
This expertise is now available in On Premise and SaaS
mode.
Cegid Public contributes to Cegid’s innovation policy, and
launched Cegid Public Channel, the first fully SaaS-based
Portal solution for very small local authorities.
Management report
Yourcegid HR Public Sector (Human resources)
Yourcegid Public Sector Channel
In 2013, we focused investments on five areas:
This innovative, high-tech, fully SaaS-based solution
for very small local authorities combines all of Cegid’s
expertise in online solutions with the entire range of Cegid
Public’s industry expertise.
- Enriching the functions available in the new web
generation of applications, based on the Strategic
Workforce Planning module, organizing and monitoring
the hiring process and internal mobility, a new "talent"
module for assessing public sector employees, and
preparing/managing training programs,
- Improvements to the HR portal to optimize and eliminate
paper from communications between the administration
center and its member towns,
- An enriched portal for inter-municipal cooperation,
directly linked to the paperless management of
information in the HR management system so as to
facilitate contact between municipality groups and their
constituent towns,
- New functionalities for managing the human resources
of emergency response units, with functionalities
specifically for the everyday management relating to
voluntary firefighters, such as dual-status management
for permanent and voluntary staff, specialized and
centralized data input to the records of voluntary staff,
and monitoring of data relating to voluntary staff, such
as labor bargaining agreements, specializations and
commitments,
- Continuing to integrate regulatory changes relating to the
electronic processing of employee-related data (N4DS)
across the various HR ranges.
Yourcegid Public Sector Financial Management
Cegid Public continued to enhance its new, fully webbased range designed to respond to the needs of public
institutions and social welfare agencies. This application
enables the accounting department of a public entity
to process all of its transactions: financial and cost
accounting, receipts and disbursements, production of
regulatory documents (financial statements, reporting
to the public administration database (DGCP), etc.)
and interoperability with EDM. With specific accounting
centralization and consolidation functionality, Yourcegid
Public Sector Financial Management responds to the
needs of organizations with nationwide networks.
Cegid Public has received accreditation from Helios,
the Finance Ministry’s paper reduction program, with the
standard exchange protocol PES V2. In 2013, Cegid
Public continued to invest in automating accounting data
exchanges, with developments to Yourcegid Public Sector
Financial Management for local authorities including
making budgetary acts paperless and interoperability with
EDM and the electronic signature management system.
Cegid Public continued to invest in the technical and
functional capabilities of its HR and Finance solutions in
SaaS mode, which more than 350 local authorities and
other public entities already use.
This solution is designed to be a fully-fledged online
workspace for public authorities. It is user-friendly, reliable
and secure, and integrates a four-tiered set of innovative
services:
- "shortcuts" to the main functionalities in each application,
configurable so that users can quickly manage tasks that
recur daily from a simplified workspace, without having
to open the software itself,
- "alerts" for each industry, presented as daily to-do items
or information on an upcoming deadline to be managed,
thus facilitating the everyday management of local
authorities,
- "indicators": pre-configured graphical dashboards that
can be consulted in real time to help public authorities
manage their daily activities,
- "public sector content": users have permanent access
to public sector content and internal and external
information feeds via the portal so that they can remain
informed in real time of the latest public sector news
(elected officials, municipal secretaries and agents of
small local authorities) or news relating to their service
plan (risk prevention, legislative information, public
sector sites).
Yourcegid Public Sector Channel integrates all the
legislative changes such as SEPA, PES V2 and N4DS.
Hosted in Cegid’s private cloud, it also delivers all the
benefits of a SaaS solution, including remote working
at any time of day and reliable and secure data access.
And its all-inclusive monthly subscription fee makes it a
budget-friendly option too.
FUNCTIONAL AREAS
Human Resources
Our HR solutions enable human resources departments
to effectively handle the current challenges facing the HR
profession and produce reliable services to deadlines,
contributing significant value to the company.
The solution has been enhanced in three major areas:
- Increased efficiency of HR management processes
by eliminating paper and introducing a collaborative
dimension to the IT system,
- la mesure et le pilotage des politiques RH via des
indicateurs de performance partagés par tous,
- Increased agility of the HR IT system by generalizing
SaaS and adopting mobility solutions.
2013 also saw the introduction of many legislative changes
with regard to company filings, with the progressive
adoption of nominative employee filings which, over the
next three years, will transform and greatly simplify HR
departments’ administrative practices.
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Management report
Taxation
Leveraging over 30 years of experience in tax returns,
our Yourcegid Taxation solution, destined for accounting
and tax professionals, will be enriched in the second half
of 2014 with a new Tax Consolidation module for large
groups. The novel approach of this new application will
facilitate collaborative work between the parent company
and its tax-consolidated subsidiaries and prevent data
having to be re-inputted. The solution’s work methodology
focuses more on taxes than filing.
Our MOBICLOTM approach (Mobility, BI, Cloud/SaaS) is
an integral part of this latest solution.
Consolidation
Aimed at companies of all sizes and the accounting
profession, Yourcegid Consolidation is a scalable, financial
consolidation solution that facilitates the reporting of
information to the company’s senior management and
shareholders, providing greater visibility and improving
decision-making. Yourcegid Consolidation integrates the
financial and operating results from the company’s various
systems to give a global overview of group activity. Thanks
to the automation of basic functions, ease of use and
broad functional coverage, Yourcegid Consolidation frees
users from low value-added tasks so that they can spend
more time analyzing and making sense of the results.
Developments relating to Corporate Social Responsibility
can be found on pages 88 to 93 of the Registration
Document, in the appendix of the management report.
An efficient human resources policy should focus on
ensuring the company’s long-term viability, supporting its
growth and performance and developing its employees.
Since our beginnings, our HR policy has associated
business performance with employee satisfaction.
With the pace of the software development and digital
technologies sector, we must constantly anticipate these
changes and support the development and mobility of our
human capital.
To achieve this, we use our corporate social responsibility
to tackle sustainable development challenges.
To deliver on these objectives, we offer our staff worldwide:
- ongoing opportunities to develop their skills and
knowledge, enabling them to take charge of their
employability,
Yourcegid Consolidation increases productivity and:
- a culture of dedication,
- secures and speeds up the data collection process,
- improved quality of life in the workplace,
-m
akes complex and fastidious consolidation processes
simple and reliable,
- a stronger dialogue between employees and managers,
thereby encouraging corporate citizenship among
employees.
- centralizes parent company reporting and management,
- a utomates the publication of corporate reports and notes
to the consolidated statements.
Available in On Premise and On Demand modes, the
solution was significantly enhanced in 2013 to meet
the expectations of groups in terms of management
consolidation, financial reporting and customization of the
application.
We will pursue our development and innovation strategy in
2014 by proposing a financial consolidation and reporting
solution that integrates business intelligence for better
group performance management.
In 2013, capitalized development costs totaled
€32.0 million, or 12.3% of consolidated sales, which
was lower than that of the previous year (€32.8 million,
or 12.7%).
Amortization was €31.0 million, up €0.6 million compared
to 2012.
72
By turning these objectives into operational reality
and by constantly focusing on integrating Cegid in
its environment, we will ensure that our approach to
sustainable development is a success.
The organization of our human resources, the relationship
between economic performance and responsibility to our
employees, the quality of life in the workplace, sustainable
development and the rich variety of our HR initiatives are
the concrete results of our approach.
Management report
Employees by geographical region
Cegid’s human resources
Number of employees
France
The number of employees in the companies within the
Group’s scope of consolidation broke down as follows:
Employees
as of December 31
2013
2012
2011
Rhône-Alpes
France
1,984
2,057
2,139
Cegid (1)
1,645
1,709
1,784
Quadratus
171
171
159
Cegid Public (2)
156
157
185
5
5
Informatique
et Communications (3)
21S Ingénierie
TDA International
12
15
Foreign subsidiaries
93
83
United Kingdom
Italy
8
9
9
14
11
10
7
6
6
15
15
United States
10
5
5
China
17
17
15
Brazil
2
7
Tunisia
TOTAL
Cemagid
(5)
22%
PACA
8%
Other
20%
53
Portugal
Mauritius
50%
Île de France
6
(4)
Spain
1,995 employees*
9
9
12
11
2,077
2,140
2,192
11
15
13
International
Cegid SA’s employee numbers reflected the sale of the Atalante and
Isoflex businesses (4 employees).
(1) As of December 31, 2011, Cegid Public employees included employees
from the former Civitas and Visa group companies.
93 employees*
(2) (3)
Informatique & Communications was sold in January 2013.
On January 1, 2012, the staff at 21S were transferred to Quadratus
when 21S entered into an agreement for all of its assets to be managed
by Quadratus.
(4) Europe
49%
Africa
24%
Other
21%
Americas
6%
Cemagid, 50%-held by Cegid SA under a joint venture with GroupamaGan Assurances since January 1, 2009 is accounted for by the equity
method.
(5) * As of December 31, 2013
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Management report
Cegid demographics
Economic performance and employee satisfaction
Performance-based compensation system
Our compensation policy is based on ensuring that
salaries align with objectives achieved. We regularly review
this policy. Depending on the tasks and responsibilities
assigned to employees, compensation is not only a means
of rewarding individual performance, but a reflection of
how well they delivered on their objectives.
For the past several years, we have ensured that Cegid’s
compensation system remains competitive by comparing
it with market practices. The compensation system must
be appropriate, while the amount paid must be based on
the job and objective performance criteria.
Through this system we can ensure that the overall payroll
and individual compensation are managed fairly, in a way
that keeps our people motivated.
Recognition and profit-sharing
Long-term employment is a central component
of Cegid’s strategy
By maintaining a sustainable, long-term HR policy, we are
making a commitment to our employees. Employees thus
enjoy a strong sense of belonging and in return, commit
to producing high-quality work for the benefit of the
Company and its customers.
With 95% of our employees under permanent contracts,
we have always ensured that our human resources grow
in a controlled manner. Cegid has always recruited in line
with a medium- to long-term perspective, in response to
an ongoing need, rather than with short-term variables.
In 2013, we hired 240 new employees. Of these, 138 were
hired under permanent contracts and 108 under fixedterm contracts (278 new employees in 2012, of whom
170 permanent). Changes in staffing reflected our efforts
to adapt our resources to our commitments to customers
and to increase customer satisfaction. Employee numbers
came down slightly in 2013. This was a result of certain
employees not being replaced, in line with trends in the
Service businesses, and reduced recourse to fixed-term
contracts. Resignation and dismissal rates remained
similar to previous years, at 6.2% and 3.9% respectively.
In line with our approach, the majority of staff are hired
under permanent contracts, and recourse to fixed-term
contracts is low. Contracts for 19 employees were
converted from fixed-term to permanent in 2013.
In 2013, fixed-term contracts represented 51 full-time
equivalent positions, vs. 64 in 2012. This type of contract
was used in part to cover the seasonality of the tax period
as well as to cover a specific need relating to the launch of
new products or major changes to certain products, which
are often the result of regulatory changes such as SEPA
credit transfers in 2013.
Temporary employment is rarely used and represented
608 work days in 2013, vs. 157 work days in 2012.
74
A company’s long-term viability and development are
dependent on its performance.
Since our early days, we have always believed in the
positive impact of sharing our profits with our employees
via collective performance bonus plans, profit-sharing
plans and optional savings plans.
In 2013, Cegid’s companies generated significant
additional compensation for their employees, with total
collective performance bonuses (intéressement) of
€1.6 million (€1.8 million in 2012) and profit-sharing of
€1.0 million (€1.6 million in 2012). In addition to these
payments, Cegid made gross matching contributions of
€0.54 million in 2013 (€0.54 million in 2012). Furthermore,
against a backdrop of difficult economic conditions, Cegid
made an additional €0.49 million collective performance
bonus payment in 2013.
Employee benefits
All Cegid companies are entitled to additional employee
benefits representing an investment of €5.1 million. Such
benefits include generous death & disability insurance
coverage for every employee, contributions to lunch
expenses with restaurant vouchers and a contribution to
works councils, giving employees access to significant
additional benefits.
In 2013, for our 30-year anniversary, Cegid contributed a
one-time sum of €0.32 million to the works councils in the
form of vacation vouchers.
Quality of life in the workplace
KTB, the "Great place to work" project
In 2011, KTB, the "Great place to work" project was
launched by and for Cegid employees.
This company-wide project brings to life values such as
listening, communication and fellowship in a modern and
open work environment. It supports the necessary changes
companies must make to adapt to new collaborative work
styles and close interactions between functions.
Management report
Having refurbished several work and leisure areas in our
French and international offices, in 2013 we extended
the scope of the project by creating a standardized
office environment for the support functions and officebased sales teams. This new working environment aims
to associate employee comfort, high-quality customer
service and performance.
Working time arrangements
At Cegid, we never impose part-time employment
arrangements, but employees sometimes request them. In
2013, 221 employees, or 10.6% of the total workforce,
chose to work part-time. The personal choice of employees
to work part-time is a reflection of their desire to balance
their professional life with their personal life for a fixed
period of time (parental leave) or indefinitely.
The options available to all employees have evolved to
make parenting compatible with pursuing a career.
With the exception of top executives, the definition of
which was made more restrictive in 2013, working time
is kept in line with regulations and collective bargaining
agreements through compensation for professional travel
time, days off to bring the average work week to 35 hours,
and standard company working hours.
The system takes into account the imperatives of each
business activity and the related compensation in terms
of reduced working hours. This applies in particular to the
deployment and customer support areas.
In 2013, 3,564,885 hours were worked and Cegid paid
a total of 2,939 overtime hours (3,265 in 2012), largely
corresponding to the seasonality of the customer support
activity and peak year-end periods.
Absenteeism accounted for 27,379 days in 2013 (68%
for illness and work- and travel-related accidents, 18% for
maternity, paternity and adoption, etc.).
Preventing psychosocial risks (PSR)
As we firmly believe that well-being in the workplace affects
overall performance, several years ago we introduced a
number of initiatives to reduce psychosocial risks, an issue
confronting all companies.
Bringing together management, employee representatives
and the occupational health service, Cegid set up a
prevention system structured around the prevention and
potential remedies for this risk.
Pursuing initiatives begun in 2009, and in line with the
PSR prevention agreement signed in 2011, in 2013
Cegid launched a new awareness-raising campaign and
trained managers.
The campaign emphasized that psychosocial risks should
not be treated as taboo by companies, but as a problem
that affects people indiscriminately and that can be solved
with the help of outside intervention.
Protecting our employees
For many years, Cegid has gone beyond merely complying
with requirements to ensure the health of our employees
in the workplace. We adopt a comprehensive approach to
protect our employees against all health risks.
In 2013, we partnered with Institut Rhône-Alpes,
Auvergne de Tabacologie (IRAAT) to raise awareness
among our employees of the dangers of tobacco. IRAAT
is an organization of doctors, paramedics, researchers,
instructors and teachers specializing in tobacco
dependency. Between May and September 2013, IRAAT
offered around 30 employees an opportunity to take part
in support groups to help them stop smoking. This initiative
proved remarkably popular and will be repeated in 2014.
Since 2012, Cegid has partnered with Léon Bérard
Center, a cancer research center. The Léon Bérard Center
in the Rhône-Alpes region of France is a leading hospital
specialized in treating people with cancer. On a single
site, it offers comprehensive patient care at every stage
of the illness, from diagnosis to treatment to personal
support for the patients. 1,300 people, including more
than 400 researchers now work in the university hospital,
a recognized center in cancer research.
By supporting the Léon Bérard Center’s cancer research
work, Cegid is promoting leading-edge research,
underscoring excellence and long-term commitment,
values which resonate with us.
In 2013, we once again made an annual donation, plus an
extra donation for every order placed on our retail website
www.cegidstore.com.
In June 2013, our employees were invited to visit the LBC
to meet and discuss with researchers.
An environment fostering continued employeemanagement dialogue
Cegid has long placed importance on employeemanagement dialogue, a factor affecting our economic
performance.
Employee relations continued to be governed by mutual
respect and transparency, and these values were reflected
in the rich, constructive dialogue, both during negotiations
on new policies and discussions on existing ones.
Cegid entered into and renewed collective agreements
which form an integral part of our HR policy and CSR
commitments.
In 2013, the employee representative bodies of Cegid and
Cegid Public were renewed.
Responsible development
Technical and technological developments, and our
customers’ changing needs require us to permanently
develop our employees’ skills and adapt our organization
to fit in with our environment. Through an active training
policy and pragmatic management of skills, we support
and encourage personal and professional development
of our employees and are able to encourage agility and
professional mobility.
Skills development
The skills of Cegid employees can be split into four main
business areas: Development, Sales, Deployment and
Customer Support.
75
Management report
Employees by function
(as of December 31 of each year)
These career paths enable our employees to expand their
skillset in line with the expectations of our customers.
In 2014, in response to the SaaS movement, we will step
up our work on career paths for the following functions:
- research & development, to anticipate technological
changes,
- sales of new products,
- customer support for the new ways of using software,
- consulting for new utilization modes.
Training forms part of our other collective initiatives and
commitments that focus on raising managers’ awareness
about disabilities and PSR.
In the fully-digital era, our investment of financial resources
and time will ensure that our employees will acquire the
skills they need to handle the demands and expectations
of our customers.
Training proportion by function
Owing to the changing business landscape, certain roles
can undergo major change. Anticipating, preparing for and
monitoring the impact these changes will have on the skills
base is a major challenge, which we are managing through
benchmarking and cataloguing the skills of our employees.
We began workforce planning several years ago, but
stepped up our efforts significantly in 2012 and continued
on into 2013, with a view to making it a long-term project.
Managers are progressively adopting this catalogue,
with principal skills grouped by profession, and making
this information available to all employees in the aim of
promoting skills development and employee mobility.
At a collective level, an analysis of the catalogue and
assessment of skills allows us to orchestrate the major
changes in function-based skills and top training priorities,
and at an individual level, it enables us to support the
professional development of our employees.
The "Envol" (take flight) program aims to prepare our
staff for the challenges we face today and in the future.
In the past, this program was only available to Cegid’s
core functions, but it has since been extended to include
a diverse range of staff members, who bring with them
broader experiences and backgrounds, guaranteeing
wider perspectives and strong performance in the years
to come.
Training
To ensure that skills match needs, we have continued to
invest in training both new and longstanding employees. In
2013, we started creating a training assessment system
that will be finalized in 2014.
Furthermore, we continued to improve training processes
so as to better manage the decreasing external training
budget without reducing the number of staff trained. The
career paths developed, in particular for sales teams,
contributed to staff rapidly integrating new skills.
76
Training expenditure by function
Management report
Agility and mobility
The professional mobility of our employees is a means
of ensuring success and strong performance in an
environment of rapid and constant change.
It demonstrates our capacity as an organization to
be flexible and responsive to the changing needs of
businesses, industries and functions, technologies and
customers.
Furthermore, our capacity to offer internal mobility
opportunities reflects the career development prospects
available to Cegid employees, which supports and favors
their employability over the long term.
To encourage such professional or geographical mobility,
we have progressively implemented a range of support
measures and communication campaigns.
The measures rolled out in 2012 were continued into
2013, including continuing the internal career forum,
opportunities to learn about different functions, targeted
communications on job postings and career development
interviews.
We promote and ensure the professional development
of each and every one of our employees, with HR and
managers offering a personalized follow-up. In 2013,
50% of cases of professional mobility involved employees
who had changed function, and 33% who had changed
business unit.
Diversity in human resources
Our human resources policy ensures Cegid’s long-term
viability by combining the principles of economic and
social performance.
We have developed a carefully reasoned, sustainable
employment policy that promotes skills and diversity
among our workforce, which in turn makes Cegid a richer,
more versatile company.
Diversity
Diversity enriches a company and ensures its capacity for
transformation. Diversity comes in many forms, including
background, origin, age and skills. The challenge is to rise
above representations and commitments, and turn them
into actions. As part of the initiatives relating to diversity
we have carried out over the past several years, we
pursued our internal communication campaign designed
to encourage our employees to think about all forms of
diversity within the company, from gender equality to
professional integration and disability.
The campaign, building on all the corporate agreements
the Group has signed, reflects the ongoing dialogue
between management and personnel representatives.
It carries a strong message, expressing the HR policy
initiatives and practices we have introduced over the past
few years.
"A person = a person",
"One career = many experiences",
"One woman = one man",
"Believe in it = make it happen".
Our decision to publicly communicate our commitments
to our employees shows our determination to change
thinking, both in all Cegid’s offices in France and abroad,
and outside the company. Bringing attention to these
messages is also a means of paying public tribute to the
large number of employees involved in the community
initiatives sponsored by Cegid.
Cegid and its employees united against discrimination
Our corporate values are reflected in the way we reject,
on principle, any form of discrimination. More specifically,
we promote diversity in all its forms. Our commitments are
accomplished through our various company agreements
that aim to align internal practices with external initiatives.
Our internal efforts have helped young people and people
in difficulty enter the workforce, promoted professional
equality and supported the careers of mature employees.
Our employees have extended their efforts into the
community, becoming personally involved in similar
projects. And through our ongoing commitment to partner
with different nonprofit organizations, we have continued
to express our values in the world around us.
Equal status for men and women
A pioneer in our area of business, we signed a companywide agreement back in 2007 on professional equality
for men and women. The agreement paved the way for
developing initiatives in the areas of hiring (communication
of the recruitment policy on gender equality, equal
treatment of job applications), professional training (equal
training opportunities for men and women), compensation
and professional development (74 women now occupy
a managerial role), and parenting (129 employees have
flexible working hours).
As of December 31, 2013, women represented 38% of the
workforce (the same as in 2012, i.e. 790 women) and 26%
of managers at Cegid. In 2013, the proportion of women
among new hires was higher than their representation
within the Group. We hired 106 new female employees,
representing 44% of recruitments made during the year.
In order to promote the equal status of men and women,
Cegid became involved in the "Give our women wings"
program run by IMS-Entreprendre pour la Cité. The purpose
of this program is to change the way young people think
about jobs that both men and women are equally capable
of doing, without distinction. In June 2013, a class of
13-14 year olds from a junior high school in Villeurbanne
met a number of Quality and Development employees, who
were particularly dedicated to the program and listened
intently to the students, giving them their first exposure to
the world of work and the range of jobs available at Cegid.
Employees with disabilities
For several years now, Cegid has upheld a long-term
policy in support of hiring and integrating workers with
disabilities. We signed an initial corporate agreement
in 2009, facilitating the recruitment of 19 employees
with disabilities. In 2012, the three-year agreement was
renewed, enabling us to continue this initiative well into
the future.
77
Management report
In 2013, the number of workers with a disability increased
by 20%. In addition to recruitments, we participated in a
number of events focusing on disabilities. Our objectives
were to identify skills that matched our needs, ensure that
we could accommodate for disabilities and follow up on
how well future disabled employees were settling in.
Cegid Education
Our communication campaign took the form of national
awareness-raising campaigns via mail, the internet
and social networks. We also produced a cartoon strip
recounting "The Adventures of Audrey" and displayed
posters in many of our offices. All our efforts have
reinforced the values we have been promoting for
many years. They have also given our employees all the
information necessary for understanding or reminding
them what it means to be an employee with a disability.
Some of the measures we have implemented within
Cegid in favor of employment of disabled people include
participating in working groups such as GESAT, Handiplus
MEDEF, Opthimum and le Club être, strengthening
partnerships with ESAT and EA and contributing to the
development of software for managing skills in protected
work environments.
Helping young people join the workforce
In 2013, we once again demonstrated our sustained
efforts to integrate young people into our workforce. Of
the new hires, 137 were under the age of 30, representing
57% of hires under a permanent contract. We are aware
of the difficulties that young people face in integrating the
workforce, and so in July 2013, we signed a partnership
agreement with Mozaik RH, a specialist in recruiting
candidates from diverse backgrounds, in particular young
people from disadvantaged neighborhoods.
In 2013, Cegid hired 26 young people under an
apprenticeship or professional training contract, which
is 30% higher than in the previous year. We also gave
94 interns the opportunity to experience corporate life
at Cegid, and to place their academic knowledge in a
professional context.
We are involved in a variety of community integration,
education and support initiatives, in particular "Sport
dans la Ville", which is also supported by OL Fondation.
The overarching mission of "Sport dans la Ville" is to use
sports as a means of helping young people integrate their
local community and land their first job. In order to reach
this goal, a number of programs have been developed,
each addressing a particular need: Job dans la Ville,
Entrepreneurs dans la Ville, L dans la Ville, etc.
More than just a financial arrangement, the partnership
with Sport dans la Ville is a deeply rewarding experience,
making a difference to people’s lives in the community.
Right from the outset of the collaboration, CegidPeople
expressed their enthusiasm for the cause by becoming
sponsors. Once again this year, around 15 employees
joined the sponsorship program "Sport dans la Ville"
where they help young people find work.
78
Proficiency in enterprise
solutions is a question
of good education
Cegid Education spearheads our commitment to
ensuring a bright future for young people
Since 2004, we have worked in partnership with the
academic world, providing training courses for our
enterprise software. Cegid Education now works with
more than 1,000 education establishments, with close to
70,000 students per year.
Cegid Education is a key trainer of accountancy
students
In 2013, we increased our presence in accounting, payroll
and human resources specializations in schools teaching
technical and accounting courses (IUT, BTS, DCG/
DSCG) and schools specializing in training students
to become CPAs, such as Groupe ENOES, a leading
provider of the DEC accounting diploma.
At the end of 2013, we also entered into a partnership
with CLEA, the Lyon-based center of accounting and
audit, formed by IAE Lyon 3.
Cegid Education summer universities — our
commitment to the teaching profession
The first Cegid Education summer university was held in
July in partnership with the National Education ministry
and APDCG (Association des Professeurs des Diplômes
de Comptabilité et de Gestion). Almost 60 teachers
attended the summer university for a week-long training
course in management software solutions for businesses
and accounting firms.
Management report
Cegid plays a central role in defining tomorrow’s
specialized master’s degrees
In 2013, Cegid became a permanent member of the
scientific steering committee at EMSI, the Management
and Information Systems. We work alongside EMSI
to define the strategic priorities for the content of its
programs. This year, we were particularly involved in the
Master’s program specializing in Big Data, to more closely
match the recruitment needs of companies.
EduClub users club — Cegid working with teachers
EduClub is a users club of teachers representing all levels
of teaching from high school to master’s level. We worked
proactively with our EduClub members on pedagogical
and technological issues, and designed certifications to
recognize the skills acquired by students.
Junior and senior employees
Age has never posed a problem at Cegid. In past years,
we have developed a human resources policy that focuses
on skills, regardless of age.
"Generation contract", the new governmental initiative,
has enabled us to formalize a certain number of existing
practices for both junior and senior employees.
Our aim is to encourage enfranchisement of these two
groups, often excluded because of erroneous behavior
and pre-conceived ideas.
Winning new business with Customer Power
In the belief that strong relationships with our customers
bring about transformation and high-level performance,
over two years ago, we developed the Customer Power
program. We have gone further than to take a customercentric stance and implemented a continually fine-tuned
process based on a vision of customer services shared by
all our employees.
In operational terms, we have set up function-specific
processes that encourage each and every employee to
focus on customer satisfaction.
By proactively involving managers in this program, we have
created a shared understanding of customer management
and increased the level of quality that customers see.
With the customer relationship better appreciated and
translated into every employee’s day-to-day reality, the
Customer Power project will now focus on new business
acquisition, the logical next step in developing our
customer base.
There were no significant events subsequent to closing.
With businesses now demanding Mobility, Business
Analytics, Collaborative modes and Cloud services from
their service providers, Cegid’s solutions aim to support
companies as they transform themselves and become
more competitive, responding to their expectations:
- innovation to accommodate new trends in software
use through the "MOBICLOTM" approach, bringing
together Mobility, Business Intelligence and the Cloud
and moving toward industries that can take advantage
of cloud services (Accounting Profession, Public Sector,
Retail, etc.),
- status as a major provider in the SaaS market, with
future contract revenue of nearly €66 million as of
January 1, 2014, thereby strengthening the recurrent
nature of Cegid’s sales,
- a high-quality customer portfolio fostering growth and a
new customer relationship model,
- broad functional coverage (Accounting/Finance, Taxation,
Payroll/HR, Performance Management, Business
Management) for companies of all sizes, and industry
specialization (CPAs, Entrepreneurs, Manufacturing,
Trade & Services, Retail, Hospitality, Public Sector),
- international development, essentially in the Retail
sector, gradually extending to Manufacturing and the
Public Sector.
Cegid is thus well-positioned to take advantage of
improvement in France’s economic environment, which
remains complex. Firstly, Cegid’s 112,000 customers,
including 35,000 connected small companies, give it
high recurrent revenue of nearly €149 million (recurrent
revenue represented 57% of sales in 2013); secondly,
Cegid will pursue its plans to increase internal efficiency.
These efforts will focus on improving the productivity of
business development, sharing skills and production sites,
and rationalizing product and service ranges.
Risk factors
Interest rate risk
As of December 31, 2013, Cegid’s medium-term financial
resources were composed of a syndicated line of credit
in the amount of €200 million. The syndicated line of
credit, granted in November 2010, will be reduced to
€170 million on July 1, 2014, then to €140 million on
July 1, 2015 and to €100 million on July 1, 2016, available
until June 30, 2017, following the banks’ consent that
Cegid exercise the extension clause provided for in the
agreement.
This line provides a significant drawdown capacity, which
the Group can use to finance its investment needs in the
years to come.
Interest is charged at the Euribor rate for the term of the
drawdown, plus a margin.
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Management report
The syndicated line of credit entered into in July 2006
matured on June 30, 2013.
In this context, the Group is exposed to changes in variable
rates and examines this risk regularly.
To this end, Cegid Group has implemented the following
two hedge agreements:
- Swap against one-month Euribor 0.79%, start
January 31, 2013 for a term of four years, on a notional
amount of €20 million, at maturity,
- Zero-premium collar, floor 1.30%, Cap 3.325%, start
June 30, 2011 for a term of three years, on a notional
amount of €20 million, at maturity.
These hedges on a total of €40 million represented around
two-thirds of the amount drawn down (€60 million) as of
December 31, 2013.
The Finance department manages the Group’s treasury
on a daily basis, using dedicated software that interfaces
with the integrated IT system. A weekly treasury report
is prepared and used to track changes in debt, invested
cash balances and the type of cash flows.
Amount
Of which liabilities due
in 1 year or less
0.6
Of which variable-rate
liabilities
0.6
1 to 5 years
60.0
Of which variable-rate
liabilities
60.0
TOTAL
60.6
(in €000)
Euriborbased
Short
term
Euriborbased
Medium
term
1 to 5
years
Financial liabilities
0.6
Financial assets
5.9
Net position
5.3
-60.0
Net position after
management*
5.3
-60.0
More
than
5 years
60.0
Exchange-rate risk
Cegid is exposed to exchange rate risks only to a small
extent. The risk relates to the financing of its international
subsidiaries and to the payment of certain purchases.
Equity market risk
Marketable securities in the consolidated balance sheet
were exclusively money-market mutual funds.
Apart from investments in the companies in its scope
of consolidation, the Group had no significant equity
investments.
Liquidity risk
Cegid therefore has medium-term bank financing in
the amount of €200 million until June 30, 2014, then
€170 million until June 30, 2015, €140 million until
June 30, 2016 and €100 million until June 30, 2017.
(*net position after management at variable rates: €-54,680 thousand vs.
€68,666 thousand as of December 31, 2012).
80
The existing share capital structure on page 85 presents
little risk of a takeover bid being launched on Cegid
Group’s shares.
Maturity
Interest
rate
1 year
or less
Risk related to the listing of Cegid Group shares on the
stock exchange
In November 2010, Cegid refinanced its main line of
credit ahead of time (syndicated line of credit granted in
July 2006 for an initial amount of €200 million, maturing
in June 2013) by signing a €200 million syndicated credit
agreement with the same group of eight banks, composed
of CIC-Lyonnaise de Banque, BECM, and Société
Générale as mandated arrangers, and also including LCL,
BNP Paribas, Banque Rhône-Alpes, Natixis and HSBC
France.
Maturity of financial assets and liabilities
as of December 31, 2013
(in €000)
As of December 31, 2013, Cegid Group held certain
shares in treasury in connection with its share buyback
program. These included 491,374 shares with an
acquisition value of €7.1 million held for the purpose
of meeting the exercise of 400,000 redeemable share
warrants, 79,514 shares with an acquisition value of
€1.2 million, and 11,860 shares, valued as of the yearend at €25.69 each, held for the purpose of making a
market in and ensuring regular price quotations for its
shares through a liquidity contract.
Confirmed lines
of credit in €M
until
06/30/14
06/30/15
06/30/16
06/30/17
Drawdown
authorizations
on 2010 line of
credit
200
170
140
100
Of which
utilized as of
12/31/2013
60
This line provides a greater drawdown capacity, which the
Group can use to finance its operating and investment
needs in the years to come.
As of December 31, 2013, Cegid had used €60 million of
its drawdown capacity.
The loan agreements include the customary covenants
and clauses regarding accelerated maturity, specifically:
- Borrowings become immediately due and payable upon
voluntary or involuntary liquidation,
- Maturity may be accelerated in the event of nonpayment of an amount due under one or both of the loan
agreements or in the event of non-payment of a tax or
social welfare contribution, unless it has been contested.
Management report
Cegid Group must also adhere to the following covenants:
Risk related to online sales
- Consolidated net debt/consolidated shareholders’ equity
less than or equal to 1,
By selling products and services online on Cegid Store,
an e-commerce website that includes bankcard payment,
Cegid is exposed to the risks inherent to online selling.
We accounted for these risks when building our website
and adhered to all good practices relating to B-to-B
online sales, in particular regarding the documentation
provided to professional customers and ensuring specific
monitoring of sales and receipts.
- Consolidated net debt/average consolidated EBITDA of
the past two years less than or equal to 3.
Compliance with these covenants is calculated at each
annual and semi-annual earnings announcement.
As of December 31, 2013, the Group was in compliance
with these provisions.
By adhering to these provisions and in particular the
covenants and the significant drawdown capacity detailed
above, the Group is in a position to manage its liquidity risk
under favorable conditions.
BUSINESS RISKS
Customer risk
Customer risk is low:
- Cegid’s sales are highly dispersed, and no customer
invoiced in 2013 represented more than 0.5% of the
Group’s consolidated annual sales,
- Accounts receivable are spread among more than
22,700 customer accounts and no single customer
represents more than 1.3% of this line item.
Risks related to distributing products internationally
Distribution of the Group’s products to customers in a large
number of countries increases risks. Consequently, we
pay particular attention to carrying out a prior evaluation of
the operating risks and the liability that results therefrom,
specifically taking into account the existence of third-party
solutions, principally in the Retail range, and regulatory
changes in the countries concerned.
Competitive position
Cegid is positioned as a software provider specializing
in nine business lines (Manufacturing, Services, Trade,
Retail, Hospitality, Accounting Profession, Nonprofits,
Entrepreneurs and the Public Sector) and four areas of
functional expertise (Finance, Taxation, Performance
Management, Human Resources), and serves companies
of all sizes. These areas of expertise are described on
pages 9 to 19.
Furthermore, our customers may have one or more
industry—or function-specific modules or solutions,
meaning that many companies source their applications
from several providers. In light of this, our particular market
positioning—with our diverse activities and corporate
customers of all sizes—does not lend itself easily to
determining a relevant market share, and even less to
making a useful comparison with other industry players in
each of our areas of expertise.
Aside from those mentioned on pages 81 and 82, Cegid
does not have any significant dependencies.
Supplier and technology risks
We have formed technology alliances with large
software developers and suppliers of programming tools,
middleware, databases and operating systems.
These tools and the architectural bricks used in the
deployment of our solutions are based principally on
standard market technologies developed by its partners.
The resulting constraints for Cegid are principally that we
must adapt our product lines to new versions and must
fulfill our product maintenance obligations. To manage
these potential risks, our tools are compatible with
prominent market standards, and we should therefore be
able to turn to existing alternative solutions if need be. This
limits Cegid’s technological dependence. Nevertheless,
the very nature of our business remains very closely tied
to changes at the major technology providers.
Cegid develops On Demand or SaaS activities alongside
the traditional On Premise license mode. Thus, while
progressively moving towards a model in which IBM
provides IaaS platforms (see below), we ensure that
we run the IT equipment necessary for this activity. All
the data centers we use are located in France and the
architecture we deploy is based on redundant power
supply, machines, storage, and telecoms access lines.
Access to these rooms is secure and limited to members
of the IT department. These rooms have the equipment
necessary for their operation, including air-conditioning,
fire detection equipment, uninterruptible power supply
and back-up generators. Maintenance is performed
on this equipment on a regular basis. A daily back-up
system has been implemented and includes dual backups stored in separate locations.
Following the agreement we signed with IBM France
to provide a private cloud based on the Infrastructureas-a-Service (IaaS) model, IBM is progressively taking
charge of the physical infrastructure we use to deliver
our online services. Cegid will thus become the operator
of virtual infrastructure, freeing us of the risks associated
with the physical layers of a private cloud. The level of
service specified in the SLA is very high and indicators on
availability, security and performance will be monitored in
line with the objectives set by both groups. Cegid’s On
Demand customers will continue to be migrated to the
new Private Cloud in 2014. All Private Cloud services
provided by IBM are ISO27001 certified.
81
Management report
Risk related to IT security
To manage the security of data we handle and ensure
robust processes, we have written an IT Security policy,
set up governance for it (Security Committee, IT security
manager) and launched a number of projects to enhance
the overall security of its IT system and raise employee
awareness of the challenges. An IT policy with its own
governance (Security Committee, IT security manager)
was created to handle security issues arising from the
Software as a Service activities developed by Cegid.
Risk of fraud
Owing to the developments in internet and IT systems, the
Group is confronted with fraud risks, in particular identity
theft.
To manage this risk, we have implemented a Group-level
procedure for securing, verifying and controlling orders
and payments.
Environmental risks
As the Group is attentive to the compliance of its operations
and protecting its products, we have implemented a
method of managing intellectual property clauses for all
our employees working in Research & Development.
Aside from ensuring that all employee contractual clauses
are in compliance, employees are made aware of good
development practices and the related challenges.
Key personnel risks
The Group’s specialized function- and industry-specific
activities give it expertise in a number of different areas.
The Group’s major challenge with regard to this expertise
is its capacity to integrate new expertise while preserving
the quality of existing expertise.
The nature of our business and that of our subsidiaries
does not give rise to significant environmental risks. These
activities do not require specific measures other than
those mentioned in this report and its appendix (pages 88
to 93), which aim to minimize any potential impact.
The Group does not experience difficulty in attracting
new talent, and given its positioning in segments with a
promising future, has no difficulty hiring new personnel.
Intellectual property and intangible asset risk
The Group thus has little exposure to the risk of losing
key individuals, and if such an event were to occur, it
would only have a limited impact, given the diversity of our
activities.
Cegid’s future success depends in part on protecting
our intellectual property rights, in particular our brands
and software programs. The Group regularly makes
filings with the Agence de Protection des Programmes
concerning the software programs its companies develop.
Under current French and EU law, however, autonomous
software programs cannot be patented. These filings
protect the Cegid’s expertise and copyrights related to
software developed by the Group. Nevertheless, there is a
risk that third parties may infringe these rights, which could
have unfavorable effects on our businesses and require
the Group to incur costs to defend the interest of the
Group’s companies. There is also a risk that third parties
may believe that our products infringe their intellectual
property rights and attempt to prohibit the use of those
rights and/or obtain compensation.
Furthermore, investment in regular and targeted training
courses ensure that the Group’s expertise remains fresh.
INSURANCE AND RISK MANAGEMENT
To limit the consequences of the major risks related to its
business, Cegid has insurance policies, principally liability
insurance, personal injury, property & casualty insurance
and business interruption insurance.
All of these insurance policies, both in France and
abroad, have been contracted with prominent insurance
companies, in collaboration with the expertise of the
brokers who handle our insurance needs.
Business liability and professional and/or post-delivery
liability
Such a situation could expose Cegid to legal action and
the payment of damages related to such action.
The Group has insurance policies covering:
In France, Cegid’s brands and logos are registered with
the INPI. They are also registered in the European Union
and in countries outside the EU in which the Group has
a presence.
- Professional and/or post-delivery liability up to
€10 million per loss event and per insurance year. In
particular, the policy covers losses from:
The Group holds copyrights on its products, sales
brochures and user manuals.
The Group remains vigilant with regard to the protection of
its intangible assets.
The principal risk regarding the protection of intangible
assets is related to the potential departure of employees
who might not comply with existing legal and contractual
arrangements.
82
The current contractual environment includes provisions
aimed at protecting the intellectual property rights
belonging to the various entities of the Group. As of
December 31, 2013, the Group was not subject to
any legal proceedings in this regard that could have a
significant impact on its business.
- Business liability up to €10 million per insurance year,
- Professional misconduct, error, omission, or negligence
committed in the execution of professional services,
- Service, product or software performance defects,
- Defects in the design or execution of our assignments.
And specifically in the event of:
- An error in design, analysis or programming,
- A defect in delivery, installation, repair, maintenance, etc.
Management report
Property & casualty and business interruption
The premises in which the Group exercises its activities are
for the large part located in France. They are comprised of
44 office locations with a surface area of 33,581 sq. m.
This geographic dispersion limits risks, in particular
the risk of business interruption that could result from a
casualty. No Group company owns the premises in which
it exercises its business activity.
The insurance policy covering property damage and
business interruption includes the following ceilings:
- All IT, office equipment and telematics risks: €8 million,
- Fees and miscellaneous losses: €4.2 million.
Other insurance policies
Risks concerning liability of executives and other executive
officers, acts of computer abuse, business travel,
transportation of merchandise and the company car fleet
are covered by specific insurance policies.
For international entities, specific local insurance policies
are implemented, such as property damage, general
liability, worker’s compensation and employer’s liabilit.
Owing to their price trend, Cegid Group shares (NYSE
Euronext: CGD; ISIN code: FR0000124703) are listed
on Euronext Paris Segment B (since January 29, 2014)
and are included in the CAC All Shares, CAC AllTradable, CAC Mid & Small, CAC Small, CAC Soft. &
C.S., CAC Technology and Next 150 indices. On
December 31, 2013, the share closed at €25.69 (€15.30
as of December 31, 2012). The number of shares traded
in 2013 was 2,603,970 (2,032,554 shares traded in
2012), compared to a total number of shares comprising
the share capital of 9,233,057 as of December 31, 2013.
Price and trading volume of Cegid Group
shares in 2013
30
400,000
Trading volume
Closing price
25
350,000
20
300,000
15
Insurance premiums
250,000
Cegid recognized approximately €0.8 million in insurance
premiums in 2013.
200,000
10
150,000
5
In accordance with the registration document preparation
guide for small and mid-sized listed companies updated
by the AMF in December 2009, we reviewed all the risks
to which we are subjected and concluded that there are
no significant risks other than those presented above.
100,000
0
50,000
0
DISPUTES RELATED TO OPERATIONS
SHARE CAPITAL
Litigation involving mainly labor and commercial disputes,
as well as certain lawsuits for which summonses have
been served, have led to recognition of various provisions
and the amendment of earlier provisions to cover the
estimated risk, after internal analysis and review by the
Group’s attorneys.
During 2013 there was no change in the share capital of
Cegid Group, which remained at €8,771,404.15 as of
December 31, 2013, divided into 9,233,057 shares, with
a par value of €0.95 each. As of the date of this report, no
change therein had taken place.
To the best of the Company’s knowledge, for at least the
last 12 months prior to December 31, 2013, there have
been no governmental, litigation or arbitration procedures
(including any procedures the Company is aware of which
are still underway or which pose a threat to the Company)
which could have or have recently had a significant,
unprovisioned impact on the Group’s financial position or
profitability.
EQUITY INVESTMENTS
The detail of equity investments in the various subsidiaries
of Cegid Group and their percentages are indicated in
the notes to the consolidated statements and the list of
subsidiaries and associates in the notes to the parent
company financial statements.
83
Management report
Purchase and/or sale by the Company of its own
shares
Purchase and/or sale of shares
during 2013
The liquidity contract with Gilbert Dupont which took
as of October 3, 2011 continued in 2013. Under
the liquidity contract, between January 1, 2013 and
December 31, 2013, 262,430 Cegid Group shares were
acquired at an average price of €17.69 and 267,199
shares were sold at an average price of €17.69.
Brokerage fees for these purchases and sales carried out
under the liquidity contracts totaled €20,000.
An annual report on the liquidity contract was made
available online on January 6, 2014.
As of December 31, 2013, Cegid Group held 491,374 of
its own shares, representing 5.32% of the share capital of
the Company. The value of these 491,374 shares, at their
purchase price, was €8,578,128.94 (par value of Cegid
Group shares: €0.95).
Authorization for the Board of Directors
to acquire shares pursuant to the terms
of Articles L.225-209 to L.225-212 of the
French Commercial Code
At the Annual Shareholders’ Meeting, we will propose that
you authorize the Board of Directors to acquire shares
pursuant to Articles L.225-209 to L.225-212 of the
French Commercial Code and regulation 2273/2003 of
the European Commission, dated December 22, 2003,
and the provisions of Articles 241-1 to 241-8 of the
General Regulation of the AMF, supplemented by AMF
instructions 2005-06 and 07, dated February 22, 2005.
The maximum purchase price shall not exceed €45 per
share. The maximum amount of the program will therefore
be €19,528,830, taking into account the 489,331 shares
held in treasury as of January 31, 2014.
In accordance with Article L.225-184 of the French
Commercial Code, the disclosures required by law will be
provided to you in a special report.
We reiterate that as a result of the partial asset contribution
approved by shareholders at their Special Shareholders’
Meeting of November 30, 2006, Cegid Group no longer
has any employees. Consequently, the customary mention
of the percentage of Company shares held by employees
at fiscal year-end was not applicable.
84
Shares of Cegid Group held by employees of Cegid
Group companies
As of January 31, 2014, the date of the most recent
"Identification of bearer shareholders" analysis, employees
of companies in the Group held 54,880 Cegid Group
shares under the employee savings plan managed by
Société Générale in the form of two mutual funds (68,967
shares in January 2013), representing 0.6% of the share
capital.
As of January 31, 2014, based on the aforementioned
"Identification of bearer shareholders" analysis, employees
of companies in the Group, excluding executives, held
150,043 Cegid Group shares, directly or indirectly
(168,764 shares in January 2013), or 1.6% of the share
capital.
At the Special Shareholders’ Meeting of December 22,
2009, shareholders authorized the Board of Directors
to issue redeemable share warrants ("BAAR"). The
authorization was given for 18 months and affected a
maximum of 404,908 shares, representing 4.4% of the
share capital as of the date of the Shareholders’ Meeting.
The authorization was used by the Board of Directors
during its September 3, 2010 meeting and was assigned
no. 10-302 by the AMF, dated the same day. At its meeting
of September 3, 2010, the Board of Directors, acting
under the authorization granted by the shareholders, set
the following parameters for the warrants:
- A list of 86 beneficiaries,
- A total of 400,000 "A" and "B" warrants (BAAR 1 and 2
in French),
- The number of "A" and "B" warrants offered to each
beneficiary,
- The issue and exercise prices of the "A" Warrants and
"B" Warrants,
On November 3, 2010, the Board of Directors recognized
the issuance of 400,000 warrants to 74 of the 86 initially
designated, potential beneficiaries. The 400,000 warrants
do not confer the right to subscribe to new shares, but
exclusively to acquire existing shares held in treasury by
Cegid Group.
At their October 29, 2012 Special Meeting, shareholders
modified the characteristics of the warrants to extend the
exercise period of the "A" and "B" Warrants and to adjust
the exercise price per unit of the "A" and "B" Warrants
from €22.56 to €18.
The exercise period of the A Warrants, originally set from
November 5, 2012 until November 5, 2015, will now run
from November 5, 2014 until November 5, 2017.
Management report
Each of the plans will have specific grant criteria linked to
presence and/or company performance.
The exercise period of the B Warrants has also been
postponed, from the originally planned November 5, 2013
until November 5, 2016, to November 5, 2013 until
November 5, 2016.
As of December 31, 2013, and with respect to the extent
to which the performance criteria set forth in each of the
bonus plans had been met, the number of Cegid Group
shares that could vest on July 25, 2014, contingent
on the presence of the beneficiaries, as defined by the
regulations of each bonus plan, totaled 89,329 or 1% of
the share capital.
As of December 31, 2013, the above information remained
unchanged.
As of December 31, 2013 and taking into account the
departure of certain employees between July 25, 2012
and December 31, 2013, 75 beneficiaries were eligible for
Cegid Group bonus shares, contingent on their presence
as defined in the regulations of each bonus plan, on
July 25, 2014, the vesting date.
Composition of share capital as of December 31, 2013
To the best of our knowledge, the principal shareholders of Cegid Group as of December 31, 2013 were as follows:
Shareholder
Groupama
(1)
Board members, of which:
- ICMI (2)
- Other Board Members (3)
Shares
% of shares
Voting rights
% voting rights
2,482,531
26.89
2,482,531
1,024,017
11.09
1,499,611
26.32
15.90
927,604
10.05
1,352,742
14.34
96,413
1.04
146,869
1.56
Eximium (4)
464,765
5.03
464,765
4.93
Treasury shares (5)
491,374
5.32
NA
NA
Free float
4,770,370
51.67
4,985,069
52.85
TOTAL
9,233,057
100
9,431,976
100
ICMI is Cegid’s lead holding company. Jean-Michel Aulas holds a 99.95% stake representing 99.96% of the voting rights.
(3)
(4)
On the basis of information received from Eximium.
(5)
(1)
(2)
As of December 31, 2013, there were 400,000 redeemable share warrants outstanding. As these warrants will not give
rise to the issuance of new Cegid Group shares, but only to the acquisition of existing treasury shares, their exercise will
not have any impact on the number of shares making up the share capital of Cegid Group, nor will it affect the amount
of share capital.
85
Management report
OWNERSHIP THRESHOLD DISCLOSURES
- In a letter dated February 20, 2013, CM-CIC Asset
Management declared, on behalf of the mutual funds it
manages, that its ownership interest had fallen below the
threshold of 4% of the share capital and voting rights, as
specified in the by-laws, and as of February 20, 2013,
held 337,942 Cegid Group shares divided among four
mutual funds.
- In a letter received by the AMF on April 2, 2013, Eximium
declared that as of March 28, 2013, it had exceeded
the 5% threshold of the share capital and held 466,547
Cegid Group shares representing 5.05% of the share
capital and 4.71% of the voting rights of the Company.
- In a letter dated January 29, 2014, on behalf of the
mutual funds it manages, Axa Investment Managers
declared that it had exceeded the 2% threshold of the
share capital and held 188,809 shares and voting rights,
representing 2.04% of the share capital and 1.90% of
the voting rights of Cegid Group.
- In a letter dated February 10, 2014, on behalf of the
mutual funds it manages, Axa Investment Managers
declared that on February 6, 2014, it had exceeded
the 2% threshold of the voting rights and held 213,363
shares and voting rights, representing 2.31% of the
share capital and 2.15% of the voting rights of Cegid
Group.
Pursuant to Articles 621-18-2 of the Monetary and
Financial Code and 223-26 of the AMF General
Regulation, we hereby inform you that the following
transactions took place on Cegid Group shares during
2013 and have been disclosed to the Company:
- Jean-Michel Aulas, Chairman of the Board of Directors
acquired 12 191 Cegid Group shares for €208 219,79.
The financial statements of Cegid Group, as presented to
you, show net income of €3,764,127.79. The distributable
amount with regard to 2013, including retained earnings,
totaled €12,597,761.41.
You will be asked at the Annual Shareholders’ Meeting to
distribute a dividend of €1.10 per share, as follows:
Payment of a dividend of €1.10 per share
i.e. for 9,233,057 shares . . . . . . . . . . . . €10,156,362.70
Allocation to retained earnings . . . . . . . . €2,441,398.71
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . €12,597,761.41
In the event the Company holds some of its own shares
when dividends are to be paid, the portion of net income
corresponding to the unpaid dividends on these shares
are allocated to the "Retained earnings" account.
86
The dividend is to be paid on May 19, 2014.
In accordance with Article 243 bis of the French Tax Code,
the table below shows dividends paid on earnings of the
three previous financial years.
Dividends paid on earnings of the three previous
fiscal years
Fiscal year
Number of shares
Net dividend per
share (€)
Total dividend in €
2012
2011
2010
9,233,057
9,233,057
9,233,057
1.05
1.05
1.05
9,694,710
9,694,710
9,694,710
Director’s fees
We propose that you authorize the payment of director’s
fees for the current year, in an amount not to exceed
€140,000.
Since 1999, Jean-Michel Aulas and Patrick Bertrand
have been paid by ICMI, a holding company that acts as
lead shareholder. Its two principal investments are Cegid
Group and Olympique Lyonnais Groupe, which represent
combined proforma sales of €387 million and a combined
workforce of 2,349. As ICMI plays the role of Cegid’s lead
shareholder, Messrs. Aulas and Bertrand hold positions
and/or investments in the various companies in the ICMI
Group. ICMI, which has seven employees, also provides
financial, accounting and legal services. In 2013, Cegid
Group recognized fees of €3,176 thousand for the
services of ICMI (€2,766 thousand in 2012).
Compensation for the executive officers of ICMI includes
a fixed portion and a variable portion determined
principally on the basis of the consolidated results of
Olympique Lyonnais Groupe and Cegid Group, and where
appropriate, a qualitative portion for exceptional operations.
The fixed portion (1) of compensation and benefits of all
kinds attributed for 2013 by ICMI, your Company and its
subsidiaries to Jean-Michel Aulas totaled €771 thousand
(€771 thousand in 2012) and the variable portion €475
thousand (€309 thousand in 2012). The fixed portion (1)
attributed to Patrick Bertrand totaled €487 thousand
(€484 thousand in 2012) and the variable portion €178
thousand (€118 thousand in 2012) and €75 thousand for
the qualitative portion for exceptional operations.
The variable portion is predetermined based on precise
quantitative criteria which are not communicated for
confidentiality reasons. The variable compensation is
based on the consolidated net earnings of Cegid Group
Management report
and Olympique Lyonnais Groupe. There are no qualitative
criteria for the variable portion, which is limited to 150% of
fixed compensation.
(1)
The fixed portion included a fixed annual gross salary, benefits in kind,
the collective performance bonus (intéressement), director’s fees and postemployment benefits.
Under the bonus share plans implemented on July 25,
2012 by the Board of Directors, on July 25, 2014 Patrick
Bertrand, CEO, will receive up to 9,006 Cegid Group
shares based on the extent to which he meets the allocation
criteria set forth each plan’s terms and conditions.
Compensation paid to the other executive officers
consisted only of director’s fees paid in 2013 in respect of
2012. The gross amounts of director’s fees paid in 2013
were as follows:
Valérie Bernis
Quitterie Lenoir
Florence Poivey
€9,700
€10,200
€12,270
Franklin Devaux
€13,770
Jacques Matagrin
€13,780
Lucien Deveaux
€6,160
Jean-Luc Lenart
€10,300
(1)
At the Shareholders’ Meeting on May 12, 2014, you will
be asked to appoint two new directors—Michel Baulé and
Francis Thomine—for a term of six years.
Renewal of the mandate of one of the Statutory
Auditors (Grant Thornton) and its Alternate Auditor
(IGEC)
At the Shareholders’ Meeting on May 12, 2014, you
will be asked to approve the renewal of the mandate of
the principal Statutory Auditor, Grant Thornton, and its
Alternate Auditor, IGEC, for a term of six fiscal years.
€6,160
Astrid Panosyan (1)
François Peythieu (1)
Proposed appointment of new board members
THE BOARD OF DIRECTORS
€7,660
The director’s fees were paid to Groupama.
The Board of Directors attributes director’s fees to
members of the Board on the basis of their actual presence
at meetings, with an additional weighting for the two
executives and the members of the Strategy Committee
and Audit Committee.
The Company has made no other commitments to the
executive officers.
At the Shareholders’ Meeting called to approve the
financial statements of the year ending December 31,
2013, you will be asked to ratify the interim appointment
of Elisabeth Thion as Board member in replacement of
Valérie Bernis, who has resigned from the Board.
Renewal of terms of certain board members
At their Annual Meeting called to approve the financial
statements for the period ending December 31, 2013,
shareholders will be asked to renew the terms of office of
the following directors for a term of six years:
- Astrid Panosyan
- Philippe Delerive
- Jacques Matagrin.
87
Management report - Corporate social responsibility
The information on Corporate Social Responsibility
(CSR) published in this report highlights the social and
environmental considerations pertaining to the Group’s
activities and, in accordance with decree no. 2012-557
of April 24, 2012 on corporate transparency obligations
concerning environmental and social disclosures, reviews
the initiatives underway as well as those completed in
2013.
Although we have implemented environmental initiatives,
our activities are, by nature, "non-polluting".
Cegid has undertaken a number of social initiatives over
the years. Guided by the ongoing necessity for economic
sustainability, we have regularly contributed to maintaining
and creating jobs locally and nationwide by managing
human resources in a way that fosters responsibility, nondiscrimination and professional development. Moreover, by
actively pursuing our training and professional development
policy, we increase the employability of our employees.
We also directly participate in creating a pleasant
working environment for our employees by assessing and
continually improving their working conditions.
In addition to these initiatives, we pursued our longterm commitment to external nonprofits and initiatives
focusing on professional integration and healthcare
assignments. Finally, strong social relationships contribute
to strengthening this commitment and fostering more
sustainable development.
REPORTING PROTOCOL
In 2012, we began working on a non-financial report
covering a broader range of Group-level CSR indicators.
The indicators deriving from the 2010 Grenelle II law and
Warsmann 4 (regulatory decree of April 24, 2012—Article
L.225-102-1 of the French Commercial Code) were
assessed with regard to the nature of Cegid’s activities,
for their relevance to Cegid’s business and according to
their availability, which depends in turn on local regulations
in each country. Social indicators were primarily obtained
from internal sources and used to prepare HR reports for
the entities in question.
The CSR indicators selected by the Group meet a
materiality criterion and are relevant to its activity as a
software provider. As such, the following environmental
information is not included here:
General environmental policy
- The amount of provisions and guarantees for
environmental risks, as long as this information would not
cause significant prejudice to the company in an ongoing
dispute.
Pollution and waste management
- Measures for preventing, reducing and remediating
emissions into the air, water and soil that have a
detrimental effect on the environment,
- Noise pollution and any other form of pollution specific
to an activity.
Sustainable use of resources
- Consumption and supply of water based on local
restrictions,
- Use of raw materials and measures taken to improve their
efficiency of use,
- Use of land.
Climate change
- Measures taken to adapt to the consequences of climate
change.
Protecting biodiversity
- Measures taken to preserve or develop biodiversity.
Fair practices
- Measures taken to promote consumer health and safety.
Other commitments made, under section 3, in favor of
human rights
The methodologies relating to certain indicators may
have limitations because i) estimates are required, ii) the
measures carried out may not be entirely representative,
iii) the data required for performing calculations may not
all be available, and iv) from a practical perspective, there
may be restrictions in collecting and inputting information.
This initiative is part of an overall improvement process,
under which the scope of these indicators and their use in
the Group will gradually be expanded.
ORGANIZING DATA COLLECTION
The process for collecting information and indicators is
regularly updated, increasing awareness among those
involved, which in turn improves the quality and relevance
of the indicators.
Indicators relating to the environment, purchases and
consumption, provided by our main suppliers, are
produced by the accounting and management system,
with supplementary modules to aid in monitoring the
completeness and accurate valuation of transactions
(monitoring travel expenses, overheads, etc.).
CSR reporting is integrated into the financial reporting
process. The contributors are the same (operating, human
resources, purchasing and finance departments), and
the report is produced with a similar level of detail and
diligence, except, as mentioned above, for those entities
that, given their geographical location, are not required to
abide by the same regulations.
88
EXCLUDED INDICATORS
Employee-related indicators come from the HR IT system.
Data collection
In order to ensure the homogeneity and accuracy of
indicators across Cegid’s entities, we have implemented
common frames of reference. These include definitions,
guides and factsheets per indicator, such as a human
resources report for employee-related data and ADEME
standards for environmental data. A formal communication
has been issued to all contributors.
Our suppliers are consulted once a year and provide us
with the databases used for reporting, as described above.
Periods reviewed
The information provided in the present report relates to
2013.
SCOPE OF THE CSR REPORT
Data relating to employees, the environment and social
commitments to sustainable development are consolidated
for all companies belonging to the Group from the moment
they are fully consolidated.
For the other indicators, the coverage ratio used is: sales
at entities for which data is available/total sales. The overall
coverage rate is 100%.
To date, based on indicators as defined by the applicable
laws, and taking into account indicators that do not directly
apply to the Group due to the nature of its business, 100%
of indicators are available.
Within the Group, changes in scope are handled
according to pre-defined rules in order to assess the
Group’s performance at a comparable scope from one
period to the next.
1. Employee information
a) Employment
Total staff and breakdown of employees by gender,
age and geography
For cultural or legal reasons, or due to the size of the
company or a lack of data traceability, data collection is
not exhaustive for all the entities in the scope.
As of December 31, 2013, Cegid had 2,088 employees
(vs. 2,155 in 2012), of which 93 were international (vs. 83
in 2012).
Scope coverage
The average age of employees and the time they had
worked at the Company remained the same as in 2012, at
41 years and 11 years respectively.
For each of the employment reporting indicators, the
following coverage ratio used is: staff at entities for which
data is available/total staff. The overall coverage rate is
now 99%, while we work toward achieving full coverage
of the international scope.
Women
FixedPermanent
term
France
47
Spain
Portugal
Women and men respectively represented 38% and 62%
of the workforce. This gender balance remained stable
compared to the previous year.
Men
Total
Average Fixedage
term
36
Permanent
Total - Group
Total
1,192 1,228
Average
age
Fixedterm
Permanent
Total
720
767
41
42
83
3
3
34
5
5
44
0
1,912 1,995
8
8
Average
age
41
40
1
1
37
14
14
39
0
15
15
39
Italy
1
2
3
32
3
3
39
1
5
6
36
United
Kingdom
1
2
3
31
11
11
39
1
13
14
37
USA
2
2
39
Brazil
1
1
35
7
30
Tunisia
2
2
31
10
Mauritius
1
1
34
734
790
40
China
Total Group
7
56
1
7
8
42
1
9
10
41
1
1
40
0
2
2
38
10
34
17
0
17
32
10
29
0
12
12
29
8
8
34
0
9
9
34
1,251
1,298
41
103
1,985 2,088
41
10
47
All employees on the payroll as of December 31, regardless of the nature of their employment contract (in force or suspended), including fixed-term
contracts and contracts for internships as part of a higher education course. Each employee has a value of one, regardless of the number of hours he or
she works. The breakdown between men and women corresponds to the total number of Cegid employees as of December 31.
89
Hiring and dismissals
Absenteeism
In 2013, we recruited 240 employees, including 23 abroad
(vs. 278 employees in 2012).
Data relative to absenteeism in 2013 (in calendar days) at
group level (based on 99% of the total workforce).
Women
Total Group
Men
Fixed-term
58
44
102
Permanent
48
90
138
106
134
240
Total - Group
Hiring covers all forms of external recruitment, regardless of the nature of
the contract (permanent or fixed-term).
In 2013, the resignation rate was 6.2% and the dismissal
rate 3.9%, (vs. 6.9% and 3.5% in 2012).
Rates are calculated based on permanent staff over the
12-month period.
The resignation rate comprised employees who resigned
and those who chose not to stay on after the end of their
trial period. The dismissal rate is uniquely comprised of
dismissals.
Compensation and change therein
Payroll totaled €89.7 million in 2013 vs. €93.1 million in
2012. In parallel, average staff numbers declined from
2,151 in 2012 to 2,077 in 2013.
Gross payroll amounts
2013
2012
2011
89.7
93.1
93.1
The total annual payroll is expressed in €M. It does not include collective
performance bonuses or profit sharing, and is calculated based on total
staff numbers.
b) Work organization
Working time arrangements
In France, implementation of the common employee status
is organized on the basis of regulations and collective
bargaining agreements already in place.
Foreign subsidiaries comply with the legislation in force in
their respective countries.
In 2013, the number of hours worked at group level was
3,564,885.
Cegid has 221 employees who have chosen to work parttime, or 10.6% of the total workforce.
90
Illness
+ travelrelated Maternity/
accidents Paternity/
+ workAdoption
related
accidents
18,699
5,016
Family
events
Other
Total
causes absences
922
2,742
27,379
Absenteeism included (in calendar days):
- number of days absent for illness, work-related accidents and travelrelated accidents
- number of days absent for maternity, paternity or adoption
- number of days absent for family-related events: birth, marriage, death of
a close relative.
- number of days absent for other causes: unpaid absence, unjustified
absence, training leave, individual training entitlements during working
hours, day for moving house following a transfer, authorized absence,
absence for sick child, absence of a worker with a disability. This indicator
includes absences not included in other indicators, except for annual
leave, time off to bring the average work week to 35 hours (RTT) or
to compensate for overtime, time off for acting as a representative, for
strikes, for unpaid absence, and for periods of military service.
c) Labor relations
Organization of labor-management dialog, in
particular the procedures for informing, consulting
and negotiating with staff
All of the Group’s companies have their own employee
representatives organized as defined by law. Cegid
goes beyond merely complying with the legal framework
and the regularly organized meetings. We place great
importance on the labor-management dialog, a contributor
to economic performance. In this context, the company
results are presented each month during a works council
meeting and fuel regular discussions with employee
representatives.
The broad coverage of Cegid SA’s collective approach is
the result of open discussions that took place during the
negotiations between union representatives.
Description of collective agreements
In 2013, Cegid Public and Quadratus implemented action
plans targeting professional equality and intergenerational
measures.
Cegid SA unanimously signed a pre-electoral
memorandum of understanding. We also signed an
agreement of the minutes of the annual mandatory
negotiations, and an agreement relating to paying an extra
amount under the collective bonus plan and a companywide intergenerational agreement.
d) Health in the workplace
Workplace health and safety conditions
Cegid has always paid particular attention to the health
and safety of our employees in the workplace. Every year,
we hold prevention campaigns on various matters, which
are discussed in detail in the professional risk evaluation
document (DUER).
Moreover, at every site, a manager is delegated the
authority to roll out workplace health and safety initiatives
in favor of our employees.
Description of agreements signed with trade unions or
employee representatives relating to health and safety
in the workplace
A summary of the initiatives rolled out each year under
the policy on the health and safety of employees in the
workplace are presented in an annual report addressed
to the CHSCT (a committee on health & safety in the
workplace).
With regard to Cegid SA, a committee dedicated to
preventing road risks meets up each year to monitor the
specific indicators of this risk.
Furthermore, an agreement on preventing psychosocial
risks, signed in 2011, has given rise to operational
measures which are followed up on every year by an
assigned committee.
Work-related accidents, in particular their frequency
and severity, and work-related illness
(based on 99% of the total workforce).
Cegid Institute draws up a training calendar and sends it
to managers, who place their team members on training
courses.
On the basis of the needs expressed during annual
performance reviews, the training department also informs
managers of training courses in line with their needs.
Key training courses are followed up with a training survey.
Trainees receive certification, validating the knowledge
they have acquired. This certification is also added to the
talent management system.
In 2013, 4,853 people participated in training, representing
6,279 days, or 43,951 hours for the Group as a whole, for
a total cost of €2,772 thousand.
f) Equal treatment
Measures taken to ensure equal treatment of men and
women
Cegid is committed to equality between men and women,
in particular in training, professional development,
parenthood and compensation. With regard to the issue
of hiring, having diversified our recruitment partnerships, in
2013, we hired 106 new female employees, representing
44% of total recruitments made during the year, which is
higher than the percentage of women in the workforce.
Measures taken in support of hiring and integrating
workers with disabilities
In 2013, we increased the number of workers with a
disability by more than 20%, because we believe in having
a diverse representation of people.
Severity rate: 0.3
Our aim is to welcome our future talent in the best
conditions possible and to retain our employees, and to
this end we work closely with occupational health doctors.
As part of the measures specifically aimed at disabled
employees, we have fitted out five workstations and set up
teleworking arrangements for four employees.
-T
he severity rate for work-related accidents is expressed in the number
of days of leave for work-related accidents per thousand hours worked.
Severity rate = number of days lost x 103/number of hours worked. This
indicator includes travel-related accidents.
Under the campaign on disabilities, we follow up with
workers with a disability on a monthly basis to ensure their
integration in the company.
Frequency rate: 9.6
-T
he frequency rate of accidents is the number of work-related accidents
resulting in sick leave per million hours theoretically worked (frequency
rate = number of accidents resulting in sick leave x 106/number of hours
worked). This indicator includes travel-related accidents.
e) Training
Training policies
When creating a training plan, five major factors come into
play:
- Cegid’s strategy,
- The programs available in vocational training centers,
- Employees’ opinions on required training, collected
during annual performance reviews,
- Access to training programs (CIF, DIF, etc.),
- Industry- or function-specific needs arising from new
changes in technologies, new standards and the latest
expectations vis-a-vis Cegid solutions.
The training budget is built on the basis of these five
factors.
We also contribute to increasing skills within protected
work environments, by financing a piece of software
dedicated to workers with disabilities worth €15,000 for
ESAT and EA, two disability organizations.
Anti-discrimination policy
In 2013, we pursued an internal communication campaign
launched in 2012 and designed to encourage our
employees to think about diversity within the company.
Our campaign is based on the conviction that diverse
human resources result in strong economic performance.
The campaign, building on all the corporate agreements
the group has signed, reflects the ongoing dialogue
between management and personnel representatives. Our
decision to publicly communicate our commitments to our
employees shows our determination to change thinking,
both in all Cegid’s offices in France and abroad, and
outside the company.
91
g) Promoting and adhering to the stipulations set forth in
the International Labour Organization’s fundamental
agreements, relating to:
- The freedom of association and the right to collective
negotiation
All Cegid activities comply with international regulations, in
particular those of the OIT (International work organization).
In France, at a practical level, we have signed various
company-wide agreements and regularly hold professional
elections.
- Eliminating discrimination in employment and career
choices
Cegid’s commitment to combating discrimination in its
various forms can be seen in our set of commitments: 24
nationalities are represented in the Group; we have signed
a long-term partnership with Mozaik RH, a proponent of
diversity, to help us with our hiring; we have introduced
a range of measures in favor of gender equality; 57% of
employees hired in 2013 were under the age of 30. If we
believe in something, we make it happen.
- Eliminating forced or compulsory labor
Cegid conducts its business in France and abroad in
compliance with the regulation that prohibits forced or
mandatory labor.
- Abolishing child labor
Cegid does not employ any children in France or abroad.
Our subcontractors conducting their business in France
are subject to French government regulations. At the
international level, the only activities subcontracted are
training, consulting and deployment services for our
customers, which enables us to verify that no child labor
is used.
2. Environmental information
Cegid, an IT services provider, helps to preserve the
environment through the products we sell and the way we
operate.
The nature of our business and that of our subsidiaries
does not give rise to significant environmental risks.
Nevertheless, we take pride in adopting measures to
reduce any potential impact on the environment.
Our products foster paperless communication and
reduced travel. As such, they participate directly in
reducing the environmental impact of economic activities.
a) General environmental policy
Cegid also introduced a travel policy that was respectful of
the environment. Employees are encouraged to use public
transportation, limit the number of business trips and use
IT solutions whenever possible, such as teleconferencing
and videoconferencing.
We have also chosen to establish a local presence,
creating greater proximity with our customers and
reducing the number of business trips, as well as fostering
the development of new eco-responsible uses, including
92
paperless documents (payslips, hiring requests, contract
requests, invoice validation, etc.) and e-learning.
Finally, we continued to renew our fleet of vehicles, and
over the last two years, we have opted for vehicles with
low CO2 emissions.
b) Pollution and waste management
There are currently no activities outside of our usual
practices that cause pollution necessitating waste
treatment.
With regard to IT equipment, for several years we have
had a system in place under which users can return endof-life equipment to a recycling specialist. In 2013, we
introduced a solution enabling users to rent out new IT
equipment. By virtue of this system, over the next three
years, we will be able to progressively rent out almost all
our IT hardware.
c) Sustainable use of resources
In addition to our usual practices, we invest in digital
technologies and the sharing of our data administration
resources, which classifies as reasonable use of resources.
d) Climate change
We have heavily invested in the development of SaaS
products, which more than 37,000 customers were using
in 2013. We estimate that as a result of our new customers
joining the Cegid Cloud in 2013, an additional 87 metric
tons of CO2 have been spared from being released into
the environment (kWh of electricity consumed in CO2equivalent terms as published by the International Energy
Agency).
Our decisions relating to the server hosting required
for the provision of cloud-based services are always
considered with a view to reducing energy consumption.
To this end, we continued to implement infrastructure
virtualization techniques so as to better share physical
resources. We also migrated our customers’ data into new
next-generation datacenters that use cutting-edge, ecofriendly technologies such as Free Cooling.
Greenhouse gas emissions: includes the consumption and annual
replenishment of refrigerants used in air conditioning units.
3. Social commitments
a) Economic, social and territorial impact of the
Company’s activities with regard to:
Employment and regional development
With 29 locations, we have a strong presence throughout
France. For this reason, we employ locally to the extent
that skills and resources are in line with those necessary
to our development.
Local populations
We are involved in the local community through nonprofit
organizations and partnerships.
Our extensive presence in France has a positive impact on
the local populations by creating direct and indirect jobs.
b) Relations with persons or organizations interested in
the Company’s business, in particular job placement
associations, educational institutions, environmental
protection organizations, and consumer and local
residents’ organizations.
Terms of dialog with these persons or organizations
Through Cegid Education, we established a dialogue with
the academic world and provided professional solutions
that will have a positive impact on students throughout
France who are in education or seeking employment.
Furthermore, for many years now, we have forged
relationships with nonprofits that support members of
the public in difficulty, that help people find jobs, or that
promote health. Our partnership with the Léon Bérard
Center in combating cancer illustrates this type of
relationship.
Partnerships and patronage
For close to 10 years, we have developed partnerships
with many schools via Cegid Education, adding 45 new
partnerships with schools in 2013.
Furthermore, we sponsor local and international initiatives.
In 2013, we sponsored 25 nonprofit organizations
including Sport dans la Ville and its work in Lyon and Paris.
c) Subcontracting and suppliers
Integrating social and environmental considerations
into the purchasing policy
Cegid Group applies a strict supplier selection policy and
requires that suppliers whose goods or services have a
significant social or environmental impact provide be able
to provide proof of their CSR commitments.
The importance of subcontracting and considering
suppliers’
and
subcontractors’
social
and
environmental responsibilities within the context of
the professional relationship
Subcontracting activities are regularly monitored, with a
view to:
-e
stablishing an annual list of preferred suppliers and a
framework agreement
-c
ontrolling administrative,
requirements
employment
and
tax
- monitoring the business dependence of subcontractors.
d) Fair practices
Initiatives taken to prevent corruption
For purchases, expenses above a certain threshold are
subject to a validation process during which the supplier
is made an official supplier and the economic and financial
terms of the transaction are validated, with particular
attention paid to risks related to corruption and illicit
practices in general.
93
Statutory Auditors’ report
Independent verifier’s report on the consolidated social, environmental and societal information contained
in the management report
To the shareholders,
In our capacity as Statutory Auditors of Cegid, and designated as independent verifier, whose application for accreditation
has been accepted by the COFRAC, we hereby report to you on the consolidated social, environmental and societal
information for the fiscal year ended December 31, 2013, presented in the management report (hereinafter "CSR
Information") pursuant to Article L.225-102-1 of the French Commercial Code.
Responsibility of the Company
The Board of Directors is responsible for preparing a management report that includes the CSR Information required
under Article R.225-105-1 of the French Commercial Code, in accordance with the Guidelines used by the Company,
summarized in the "Corporate Social Responsibility" section of the management report.
Independence and quality control
Our independence is defined by the regulations, the industry’s Code of Ethics and Article L.822-11 of the French
Commercial Code. Furthermore, we have implemented a quality control system comprised of policies and documented
procedures in the aim of ensuring that ethical regulations, professional standards and applicable laws and regulations
are adhered to.
Responsibility of the Statutory Auditors, designated as independent verifier
Based on our work, it is our role to:
- certify that the required CSR information is presented in the management report, or for information not presented, that
an explanation has been provided in accordance with paragraph 3 of Article R.225-105 of the French Commercial
Code (Certification of the presence of CSR Information);
- express a conclusion of limited assurance that the CSR Information, taken as a whole, is presented fairly, in all material
respects, in accordance with the Guidelines (Limited assurance on the CSR Information).
Our work was performed by a team of six people between February 24, 2014 and March 16, 2014, and took approximately
three weeks. We were assisted in our work by our corporate social responsibility specialists.
We performed the work described hereinafter in accordance with professional standards applicable in France, with the
decree of May 13, 2013, which determines the conditions under which independent verifiers are to carry out their remit,
and with ISAE 3000 regarding our conclusion on the fair presentation of CSR information.
1. Certification of the presence of CSR information
On the basis of interviews with the heads of the relevant departments, we examined the company’s sustainable
development policies and in particular the social and environmental impact of its business activities and the societal
commitments and the programs and initiatives resulting therefrom, if any.
We compared the CSR information presented in the management report with the list provided in Article R.225-105-1
of the French Commercial Code.
In the event certain consolidated information was omitted, we verified that an explanation was provided in accordance
with paragraph 3 of Article R.225-105 of the French Commercial Code.
We verified that the CSR information covered the consolidated scope, i.e. the Company and its subsidiaries as defined
in Article L.233-1 of the French Commercial Code, and the companies it controls as defined in Article L.233-3 of the
same Code, subject to limitations specified in the note on the methods used, presented in the paragraph entitled "Scope
coverage".
On the basis of our work, and taking into account the above-mentioned limitations, we certify that the management report
contains the required CSR information.
94
Statutory Auditors’ report
2. Limited assurance on the CSR Information
Nature and scope of the work
We conducted around ten interviews with the people in charge of preparing the CSR information in the departments
responsible for collecting information and, in certain cases, the people responsible for internal control and risk
management procedures, so as to:
- assess the relevance, completeness, reliability, neutrality, understandability of the Guidelines, taking into account
industry best practice where applicable;
- verify that the Company has implemented a process for collecting, compiling, processing and monitoring the
completeness and consistency of the CSR Information and examine the internal control and risk management
procedures related to the preparation of the CSR information.
We determined the nature and extent of our tests and verifications based on the nature of the CSR information and how
important it was in relation to the characteristics of the Company, the social and environmental impact of its business
activities, its sustainable development strategy and industry best practice.
For the CSR information we considered to be most important (1) :
- at the level of the Cegid SA consolidating entity, we consulted documentary sources and conducted interviews to
corroborate the qualitative information (organization, policies, initiatives, etc.), and we implemented analytical procedures
on quantitative information and used sampling techniques to verify the data calculations and consolidation and ensure
that they were consistent with the other information in the management report;
- for a representative sample of Cegid SA selected based on their business, contribution to consolidated indicators,
geographical location and risk analysis, we conducted interviews to verify the correct application of procedures, identify
any potential omissions, verify the calculations on a test basis using sampling techniques, and reconcile the data with
supporting documents. The selected sample represented on average 79% of the workforce.
We assessed the remainder of the consolidated CSR information based on its consistency with our knowledge of the
company.
Finally, we assessed the quality of the explanations provided about any information that was either partly or completely
omitted.
We believe that the sampling methods and the sample sizes we used, based on our professional judgment, allow us to
express a conclusion of limited assurance. A higher level of assurance would have required more extensive verification
work. Owing to the use of sampling techniques and because of other limitations inherent in any internal control and
information system, we cannot be entirely certain that no material misstatement in the CSR information went undetected.
Conclusion
On the basis of our work, we have not identified any material misstatement that would make us believe that the CSR
information, taken in its entirety, is not fairly presented, in all material respects, in accordance with the Guidelines.
(1)
-E
mployee information: Total staff and breakdown of employees by gender, age, geography; hiring and dismissals; compensation; working time
arrangements and absenteeism.
- Environmental information: General environmental policy; pollution and waste management.
- Societal information: Partnerships and patronage; initiatives taken to prevent corruption.
Lyon and Villeurbanne, April 14, 2014
The Statutory Auditors, as designated independent verifiers
Mazars
Christine Dubus
Emmanuelle Rigaudias CSR and sustainable development department Grant Thornton
French member of Grant Thornton International
Thierry Chautant
Alban Audrain
Corporate social responsibility manager
95
Management report
Name of company or
executive officer
Professional address
Jean-Michel Aulas
Cegid Group
52 quai Paul Sédallian
69009 Lyon
ICMI, represented by
Patrick Bertrand
ICMI
52 quai Paul Sédallian
CS 30612
69258 Lyon Cedex 09
Philippe Delerive
Gan Assurances
4/8 cours Michelet
92082 Paris la Défense
96
Date of first
appointment
Date term
expires
June 20,
1983
Shareholders’
Meeting
approving
the 2015
financial
statements
September 14, Shareholders’
1983
Meeting
approving
the 2015
financial
statements
March 5,
2013
Shareholders’
Meeting
approving
(interim
the 2019
appointment)
financial
statements
Principal
Principal
function in function outside
the company the company
Chairman
Expertise - Other positions held in all companies
in 2013
Chairman and Chairman ICMI, Member of Cegid Group Audit
CEO, Olympique Committee, Member of Cegid Group Strategy
Lyonnais Groupe Committee, Chairman CEO Cegid, Chairman Quadratus,
Director Cegid Public, Chairman Cegid Services,
Chairman CEO Olympique Lyonnais Groupe, Chairman
Olympique Lyonnais Groupe Stadium Investment
Committee, Chairman CEO Olympique Lyonnais SAS,
Director OL Voyages, Director Association Olympique
Lyonnais, Chairman Cegid Holding B.V. (Netherlands) (1)
Director
DEPUTY CEO
ICMI
Patrick Bertrand:
CEO Cegid Group, ICMI perm rep, Member of Cegid
Group Strategy Committee, Delegated CEO Cegid,
CEO Quadratus, Chairman Cegid Public, Director
Expert & Finance (2), Perm. rep. ICMI, Director Olympique
Lyonnais Groupe, Member of Stadium Investment
Committee, Member of Olympique Lyonnais Groupe
Audit Committee, Director and Vice Chairman Figesco,
Member of Supervisory Board, Martin Belaysoud (3),
Director Cegid Holding B.V. (Netherlands) (1).
Director
CEO GAN
Assurances
Director Cemagid, Chairman Assuralpes, CEO Gan
Assurances, Perm Rep Gan Assurances on Board
of Cofintex 6 SA, Perm Rep Gan Assurances on
Board of Groupama Protection Juridique, Perm Rep
Gan Assurances on Board of Groupama Supports et
Services.
Franklin Devaux
June 9,
1987
Shareholders’
Meeting
approving
the 2015
financial
statements
Independent
Director
Lucien Deveaux
November 4,
1997
Shareholders’
Meeting
approving
the 2014
financial
statements
Independent Mb of Supervisory CEO FRD Holding SAS, CEO RFD Participations
Director
SAS, Chairman of Supervisory Board Première Vision,
Board of
Member of Supervisory Board Deveaux SA, Chairman
Deveaux SA
of Supervisory Board Armand Thiery SAS, Chairman
of Supervisory Board Ecce SA, Chairman Devlocation,
Director Lyonnaise de Banque, Director Groupe Progrès
SA, CEO société Immobilière et Mobilière de MontagnySIMM SAS, Chairman of Supervisory Board of Riu
Aublet et Compagnie.
Jean-Luc Lenart
November 16, Shareholders’
2004
Meeting
approving
the 2015
financial
statements
Independent
Director
Chairman
Altarès
Member of Supervisory Board of Imagination SAS,
Member of Supervisory Board of Kayentis SAS, ViceChairman of Supervisory Board of Rhapso SA, Chairman
Les Sources SC, Chairman AMC LOURCINE SC,
Chairman LENAPART SC, Director Maeglin Software
SA, Member of Supervisory Board of Nextperformance
SAS, Chairman Minerva Athena SAS, Chairman Altares
SAS, Chairman Manageo SAS (Groupe Minerva Athena).
Quitterie Lenoir
May 10, 2012 Shareholders’
Meeting
approving
the 2017
financial
statements
Independent
Director
Chairwoman
of Compagnie
Fiduciaire Audit
Chairwoman Compagnie Fiduciaire Audit, Director
Compagnie Fiduciaire, Chairwoman of Cegid Group
Audit Committee (5).
Director Embassair, Mb of Cegid Group Audit
Committee, Mb of Cegid Group Strategy Committee.
Management report
Name of company or
executive officer
Professional address
Jacques Matagrin
Le Tout Lyon
41 rue de la Bourse
69002 Lyon
Astrid Panosyan
Groupama
8-10 rue d’Astorg
75008 Paris
Date of first
appointment
Date term
expires
June 12,
2002
Shareholders’
Meeting
approving
the 2019
financial
statements
December 20, Shareholders’
2011
Meeting
approving
(appt by BoD)
the 2019
financial
statements
Principal
Principal
function in function outside
the company the company
Independent
Director
Chairman,
Noirclerc
Fenêtrier
Informatique
Chairman of Cegid Group Audit Committee (4), Member
of Cegid Group Audit Committee, Chairman Tout
Lyon, Director Olympique Lyonnais Groupe, Member
of Olympique Lyonnais Groupe Stadium Investment
Committee, Chairman Association Olympique Lyonnais,
Director OL Voyages, Chairman Noirclerc Fenêtrier
Informatique, Chairman SCI Duvalent, Director Bemore
(Switzerland).
Director
General
Secretary of
Groupama
Director of Fondation d’Entreprise Groupama pour
la Santé endowment fund, Secretary of Vaincre les
Maladies Rares, Director of Fondation Groupama - GAN
pour le Cinéma, Mb of Cegid Group Audit Committee.
Chairwoman
of the Board of
Directors of
Union Plastic
PCS Union Plastic, Chairwoman Hold’In Up, Director
BPLL, Chairwoman of Fédération de la Plasturgie,
Chairwoman of Prisme, Mb of Medef Executive
Committee - Chairwoman of Education Training
Integration committee, Mb Cegid Group Strategy
Committee.
Florence Poivey
May 10,
2012
Shareholders’
Meeting
approving
the 2017
financial
statements
Independent
Director
Michel Reybier
May 21,
1997
Shareholders’
Meeting
approving
the 2014
financial
statements
Independent
Director
Elisabeth Thion
January 23,
2014
Shareholders’
Meeting
approving
(appt by BoD)
the 2015
financial
statements
Independent
Director
CEO
Thion/Arvix
December 20, Shareholders’
2011
Meeting
(appt by BoD) approving
the 2015
financial
statements
Director (6)
Deputy CEO
GDF SUEZ
Sté Thion
54 rue de Charlieu
BP 2
69470 Cours-la-Ville
Valérie Bernis
Expertise - Other positions held in all companies
in 2013
Chairman of Supervisory Board of Domaines Reybier,
Chairman MM’US, Mb of Steering Committee of
MOB Holding, Chairman SCI LAM, Chairman SCI Les
Cranberries.
(1)
Since October 2013
(2)
Until Shareholders’ Meeting called to approve the 2012 financial statements
(3)
Since June 2013
(4)
Until March 5, 2013
(5)
Since March 5, 2013
(6)
Until July 22, 2013
CEO of Thion/Arvix, Chairwoman
Chairwoman of Nouveaux Textiles.
of
Sweetsol,
Deputy CEO GDF SUEZ - Communications and
Marketing, Mb of Management Committee GDF SUEZ,
Vice-Chair GDF SUEZ Corporate Foundation, Director
SUEZ Environnement, Mb of Supervisory Board and
Audit Committee Euro Disney SCA, Mb of Board of
Directors & Audit Committee Bull, Mb of Cegid Group
Strategy Committee (6).
97
Management report
Powers granted by shareholders to the Board of Directors under Articles L.225-129-1 and L.225-129-2
of the French Commercial Code
Use of Powers in 2013
Unused
Authorization for the Board of Directors to grant subscription-type and/or purchase-type stock
options for the benefit of employees and/or executive officers of the companies in the Group.
Term of authorization: 38 months (Special Shareholders’ Meeting May 19, 2011).
x
Authorization granted to the Board of Directors to grant bonus shares, either existing or newlyissued (Special Shareholders’ Meeting May 19, 2011).
x (1)
Authorization for the Board of Directors to issue securities with preferential subscription rights.
Term of authorization: 26 months (Special Shareholders’ Meeting May 10, 2012).
x
Authorization for the Board of Directors to increase share capital by incorporating reserves,
retained earnings or premiums. Term of authorization: 26 months (Special Shareholders’ Meeting
May 10, 2012).
x
Authorization for the Board of Directors to issue securities with waiver of preferential subscription
rights. Term of authorization: 26 months (Special Shareholders’ Meeting May 10, 2012).
x
Authorization for the Board of Directors to increase the amount of securities issued in the event
of surplus demand. (Special Shareholders’ Meeting of May 10, 2012).
x
Authorization for the Board of Directors to issue shares or other securities and to set the issue
price thereof. Term of authorization: 26 months (Special Shareholders’ Meeting May 10, 2012).
x
Authorization for the Board of Directors to increase the capital by up to 10% to provide valuable
consideration for contributions-in-kind. Term of authorization: 26 months (Special Shareholders’
Meeting May 10, 2012).
x
Authorization granted to Board of Directors to issue free share warrants to Company shareholders.
(Special Shareholders’ Meeting of May 10, 2012). Term of authorization: 18 months.
x
Authorization granted to Board of Directors to issue free share warrants to Company shareholders.
(Special Shareholders’ Meeting of May 17, 2013). Term of authorization: 18 months.
x
Authorization for the Board of Directors to use the powers granted under resolutions four, five
and six of the May 10, 2010 Shareholders’ Meeting, to carry out, pursuant to Article L.255-136 of
the French Commercial Code, one or more issues of equity securities with waiver of preferential
subscription rights via private placement, as allowed under Article L.411-2 of the Monetary and
Financial Code. (Special Shareholders’ Meeting of May 10, 2012).
x
Authorization granted to Board of Directors to use its powers to increase or reduce share capital
when the shares of the Company are subject to a public takeover offer. (Special Shareholders’
Meeting of May 10, 2012).
x
Authorization granted to Board of Directors to use its powers to increase or reduce share capital
when the shares of the Company are subject to a public takeover offer. (Special Shareholders’
Meeting of May 17, 2013).
x
(1)
98
Used
This authorization was used by the Board of Directors at its meeting of July 25, 2012. The shares will be definitively allocated on July 25, 2014.
Management report
Five-year financial summary
Closing date
Number of months
12/31/2013
12/31/2012
12/31/2011
12/31/2010
12/31/2009
12
12
12
12
12
8,771,404.15
8,771,404.15
8,771,404.15
8,771,404.15
8,771,045.05
9,233,057
9,233,057
9,233,057
9,233,057
9,233,057
-
-
-
-
-
Sales (excl. VAT)
4,915,897
4,864,631
4,898,944
4,667,799
4,578,224
Income before tax, depreciation,
amortization and provisions
4,761,158
2,572,480
9,320,903
10,488,294
9,645,200
Income tax
1,253,135
-1,173,858
-860,651
227,844
1,243,282
-256,105
595,895
1,190,405
-663,000
-2,479,808
Share capital at closing
Share capital
Number of shares
- ordinary
- preferred
Maximum number of new shares
to be issued
Operations and earnings
Depreciation, amortization and provisions
Net income
3,764,128
3,150,443
8,991,149
10,923,450
10,881,726
10,156,363 *
9,694,710
9,242,395
9,254,412
9,246,018
Income after tax, but before depreciation,
0.38
0.41
1.11
1.11
0.91
Income after tax, depreciation,
0.41
0.34
0.97
1.18
1.18
1.10 *
1.05
1.05
1.05
1.05
Compensation **
60,000
60,000
60,000
60,000
60,000
Employee benefits and social welfare costs
21,256
31,969
26,419
28,624
25,587
Dividends paid
Earnings per share
Dividend per share
Personnel
* Proposed dividend to be submitted to shareholders at the Annual Shareholders’ Meeting on May 12, 2014.
** Relates to an executive officer.
99
Other information - Simplified organization chart
Other information
Location and size of the issuer’s principal
sites
The head office of Cegid Group is located at 52, quai Paul
Sédallian, 69009 Lyon, France.
The Group is continuing to strengthen its presence in
France with regard to software development, sales and
deployment. As of December 31, 2013, staffing of the
principal sites in France broke down as follows: Lyon and
surrounding area (887 employees), Paris and surrounding
area (444 employees), Aix-en-Provence (145 employees),
Orléans (71 employees), Loudun (49 employees) and
Roanne (47 employees).
The Company does not own any real estate. The Group
has commercial leases on all its premises.
collaborative and agile modules. Accordingly in 2013,
Cegid continued to deploy a range of document
automation software and two major new projects to renew
our CRM system and Customer Portal. We also deployed
an R&D project management solution.
Investment in property, plant & equipment: these relate
essentially to computer and other equipment for the SaaS
platform and to improvements to premises. We continued
to roll out the KTB ("Great place to work") project, focused
on redesigning part of our premises to create a comfortable
work environment and facilitate customer service.
These investments are generally financed through the
Company’s long-term funding, composed of shareholders’
equity and the syndicated line of credit.
Simplified Cegid organization chart
as of March 31, 2014
To ensure development abroad (93 employees), Cegid is
also present in Spain, Portugal, Italy, the United Kingdom,
Russia, the United States, Brazil, Asia (Shenzhen,
Shanghai and Hong Kong in China, Japan), Mauritius and
North Africa and the United Arab Emirates. The diversity of
our locations enables us to stay close to our customers.
As of December 31, 2013, the workforce of all
companies in the Group totaled 2,088 (2,155 as of
December 31, 2012).
Investment policy
The Group’s principal investments are organized around
the following themes:
(Consolidated figures,
in €M)
Development costs
2013
2012
2011
32.0
32.8
Corporate acquisitions
1.9
4.3
32.0
4.1
Total financial investments
0.7
0.5
1.1
Other intangible assets
3.1
3.0
0.9
Investment in property, plant
& equipment
2.2
1.8
3.3
Software development costs: software developed on
recent technology platforms (Cegid Business Platform,
.Net, Full Web) is mostly capitalized and amortized over
five years, while programs developed on other platforms
are amortized over three years. Configuration of programs
updated annually is amortized over one year. Development
teams are located at 14 sites in France, Mauritius and
Tunisia. Development activities involve a workforce of
551 employees.
Corporate acquisitions: these are generally financed
either in cash or through the issuance of shares of the
acquiring company in exchange for the shares of the
acquired company.
Other intangible assets: the increase in this type of
investment demonstrates our efforts to enhance the
productivity of our IT system with additional integrated,
100
* Cegid SA: 95%, Cegid Group: 5%
Highlights
1983
1999
|C
egid is founded, specialized in the design and
development of business management software and
the delivery of "turnkey" information systems to CPAs,
auditing firms and small- and medium-sized enterprises.
The name "Cegid" is formed from the French acronym
for "Compagnie Européenne de Gestion Informatique
Décentralisée" meaning "European decentralized IT
management company".
| Servant Soft is acquired via a reserved capital increase
followed by an exchange/tender offer, then a withdrawal
offer and a squeeze-out.
| A convertible bond issue (OCEANEs) in the amount of
€35.4 million is carried out in November.
1986
|C
egid SA is floated on the Second Marché.
|C
egid Kalamazoo is formed.
| ITI and DEI are formed.
1987
|C
egid Services is formed in partnership with members of
the accounting profession.
|B
onds with share warrants (OBSAs) in the amount of
FRF66.5 million (€10.1 million) are issued.
1989
|C
egid SA transfers its CPA business to its newly
created subsidiary Cegid Informatique (formerly Cegid
Kalamazoo Enterprises).
|C
egid SA becomes a holding company, focused on
managing its operating subsidiaries, grouped into two
divisions: information technology and services.
|C
egid SA shares are transferred to the French monthly
settlement market.
| ITI shares are listed on the Lyon over-the-counter market.
|D
EI shares are listed on the Lyon over-the-counter
market.
1995
|C
egid Environnement Maintenance (CEM) is formed
from the merger of DEI into ITI.
1996
|S
ilicone Informatique and Silicad are acquired by Cegid
Informatique.
1997
|S
ilicone Informatique and Silicad are merged into Cegid
Informatique.
|C
egid SA’s principal operating subsidiaries (Cegid
Informatique and CEM) are merged into it and Cegid SA
becomes a listed operating company.
|A
convertible bond issue in the amount of FRF103.1
million (€15.7 million) is carried out in July.
|O
rli and Amaris are acquired.
1998
2000
| Servant Soft enters into a lease-management agreement
with Cegid SA.
| Equity investment in Synaptique is increased from 34%
to 80%.
2001
| 100% of C-Line’s shares are acquired and the company
is merged into Cegid SA.
| Cegid Business Intelligence is formed by a spin-off of
Servant Soft’s Reporting & Business Intelligence division.
| Cegid Corporation (USA) is formed by Cegid SA.
2002
| Cegid España, formed in 2002, is 75%-held by Cegid SA.
to 85%.
| Magestel is acquired and a lease-management agreement
is initiated with Cegid SA.
2003
| Quadratus and its distributors, Data Bretagne, Technilog
and NS Informatique, are acquired and the three
companies are merged into Cegid SA.
to 90%.
| Logam and ALP are acquired.
| Cegid SA moves to its new headquarters building.
2004
| Logam enters a lease-management agreement with
Cegid SA.
| The office supplies and IT consumables business is sold
to Liogier.
| Bonds with redeemable share warrants (OBSARs) in the
amount of €44.1 million are issued.
| With the acquisition of Ccmx, Cegid announces the
formation of the French leader and top-tier player in the
European market for enterprise software.
| CGO Informatique is acquired.
to 95%.
| Cegid takes effective control of Ccmx Holding and its
subsidiaries Ccmx SA and FCRS.
| Alphabla and Apalatys are acquired.
|A
34% equity interest is acquired in Synaptique.
|A
lphabla, Orli and Amaris are merged into Cegid SA.
101
Highlights
2005
|D
atamer business is sold.
|C
GO Informatique enters into a lease-management
agreement with Cegid SA.
|B
usiness of CSSI is acquired (distribution of Quadratus
software).
|E
quity investment in Synaptique is increased from 95%
to 100% and assets and liabilities are merged into
Cegid SA.
|A
ssets of CBI are merged into Servant Soft.
|A
ssets of Apalatys are merged into Cegid SA.
|A
ssets of Logam are merged into Cegid SA.
|C
cmx SA is merged into Ccmx Holding.
2006
|C
ouncil of State’s decision confirms legality of
Cegid SA’s takeover of Ccmx.
|C
egid SA transfers its operating activities to Ccmx,
which becomes Cegid SA.
|C
egid, a listed company (ISIN stock code:
FR0000124703), becomes a holding company, focused
on managing its operating subsidiaries, and is renamed
Cegid Group.
2009
| G D Informatique enters into a lease-management
agreement with Cegid SA.
| Construction industry solutions business is sold to LSE.
| Logistics and equipment preparation business is
outsourced to Broke Systèmes.
2010
| Vedior Front RH is acquired, changes its name to Cegid
Front RH, and its assets are merged with Cegid SA.
| Cegid Group issues redeemable share warrants (BAARs)
to 74 Cegid managers.
| Axeteam is acquired and merged into Cegid SA.
| GVI Holding and its subsidiaries Visa Informatique and
Ensemble Solutions are acquired by Cegid Group.
2011
|G
TI Industrie is merged into Cegid SA.
| Innov’Adhoc is acquired and merged into Cegid SA.
| 21S Ingénierie and its subsidiary Iroise (Mauritius) is
acquired by Cegid Group.
| Visa Informatique and Ensemble Solutions are merged
into GVI Holding.
| GVI Holding is merged into Civitas, which becomes
Cegid Public.
| Servant Soft, Magestel, CGO Informatique, FCRS and
GD Informatique are merged into Cegid SA.
2007
2012
|C
egid partners with SCC: the equipment installation
and maintenance business is subcontracted, and the
specialized hardware direct sales business and related
services offered to certain large accounts are sold.
|C
egid SA acquires AS INFOR and its Spanish subsidiary.
|C
egid Hong Kong Holdings Ltd is formed by Cegid SA.
|H
CS is merged into Cegid Group.
|A
ssets of AS Infor, PMI Soft and ALP are merged into
Cegid SA.
|T
he Industry One solution (SAP technology) is sold.
|C
egid signs a partnership agreement with Groupama Gan Assurances.
| 21S Ingénierie SA enters into a lease-management
agreement with Quadratus.
| Cegid SA creates Cegid Portugal.
| Cegid SA acquires TDA International.
|G
TI Industrie, PMI Soft, I&C and Comptanoo are acquired
by Cegid SA.
|C
egid Group signs a syndicated line of credit in the
amount of €200 million.
|F
CRS enters into a lease-management agreement with
Cegid SA.
2008
|G
D Informatique is acquired by Cegid SA.
|C
egid Software Ltd (China) is formed by Cegid SA.
|V
CS Timeless and its subsidiaries (in Spain and Italy) are
acquired by Cegid SA.
|C
egid Ltd (United Kingdom) is formed by Cegid SA.
|C
ivitas is acquired by Cegid Group.
|A
spx sells 50% of the shares of Comptanoo, subject to
a condition precedent, to transform it into a joint venture
between Cegid and Groupama - Gan Assurances.
102
| Cegid signs a partnership agreement with Altaven
(provider of Optim’is) and acquires a minority stake.
| VCS Timeless, Dirfi and Monexpertcomptable are
merged into Cegid SA.
| Assets of Etafi EURL are merged into Servant Soft.
2013
| Cegid sells its stake in Informatique et Communications
(software for winemaking industry).
| Cegid SA sells Innov’Adhoc/Atalante (software for
nonprofits).
| Cegid SA sells the Isoflex business (EDM and workflow
modules, and CAD/CAM/PLM connector).
Prizes, awards and nominations
1998
|C
egid is nominated by the magazine l’Entreprise for the
"Grand Prix de l’Entreprise".
|C
egid is listed among 200 French value-creating
companies by the magazine l’Expansion.
2004
|C
egid wins the prize for the best IT company of the year,
awarded by CM-CIC Securities.
| J ean-Michel Aulas, Chairman of Cegid, is named Manager
of the year for the Rhône-Alpes region by the magazine
Le Nouvel Économiste.
2005
| J ean-Michel Aulas, Chairman of Cegid, is awarded the
"Prix Spécial BFM" for Cegid and Olympique Lyonnais.
|C
egid wins a "Compétitivité et Numérique" prize for
competitiveness in the digital economy, awarded by
AFNET (French association for internet users, e-business
and the network society).
2006
| J ean-Michel Aulas, Chairman of Cegid, receives the
Grand Prix de l’Entrepreneur prize for the Rhône-Alpes
region, awarded by L’Entreprise and Ernst and Young.
2011
|C
egid receives a 2011 E-Doc Awards from Documation
for its Script project on automating the administrative
processes of training and deployment.
|C
egid wins the prize for the best Finance department
of companies generating under €500 million in sales,
organized by the DFCG, the French Finance Executives’
and Management Controllers’ Association.
2012
|C
egid receives AFRC’s* 2012 Customer Relationship
award in the "HR Innovation—Corporate Social
Responsibility" category for its "Customer Power"
program.
*AFRC is the French association of customer relations professionals.
2013
|C
egid was awarded the best Point-of-Sale solution
in Asia at the "Retail Innovations Award 2013" for its
Yourcegid Retail solution. This achievement testifies to
the recognition and support of Retail professionals for
Yourcegid Retail solutions and strengthens Cegid’s
position in Asia. Cegid ranked in the RIS Software
LeaderBoard ‘13 research report’s top 10 global retail
software vendors.
103
Recent developments
Developments since January 1, 2014
First quarter 2014 sales
2103 growth trends continued into Q1 2014
The trends of 2013 and the shift in Cegid’s new business
model continued into the first quarter of 2014, with more
strong growth in SaaS and an increasingly recurrent
revenue stream.
SaaS sales totaled €11.2 million, up 30% from Q1 2013.
Recurrent sales (€38.3 million), including revenue from
software and hardware maintenance contracts, portals
and SaaS contracts, represented 58% of total sales, an
increase of two percentage points compared with Q1
2013 and one percentage point compared with all of
2013.
At the same time, license revenue of €7.3 million was
comparable to that of Q1 2013 (€7.4 million), reflecting a
higher proportion of orders received from the accounting
profession, SMEs and the Retail industry.
As a result, revenue from strategic software and softwarerelated services (SSRS) totaled €44.3 million, up nearly
5% over Q1 2013. SSRS revenue represented 67% of
total sales, up two percentage points from Q1 2013.
Revenue from "SSRS and professional services"
(€59.8 million) advanced by more than 3%, with services
of €15.5 million, a level comparable to that of Q1 2013.
Revenue from the non-strategic, lower-margin "Hardware
distribution and other" business was €5.8 million, or 9% of
total sales. The decline in this revenue category compared
with Q1 2013 accelerated by nearly four percentage
points to more than 18%.
Overall, Q1 2014 sales totaled €65.6 million, slightly
ahead of the Q1 2013 figure of €65.0 million, with an
increased proportion of recurrent revenue.
Internationally, Cegid saw continued expansion, essentially
in the Retail sector, with sales rising 8%.
The gross margin dipped from 88.4% in Q1 2013 to
86.9% in Q1 2014 mostly because purchase volumes
related to cloud services increased, as did outsourced
services, related in particular to the Accounting Profession
and SME businesses. This was tied to the rise in the top
line.
Good cost control led to a slight decrease in operating
expenses. Given the context described above, however,
the average monthly breakeven point is estimated to be
slightly higher than it was in Q1 2013; it should come in at
around €19.2 million (€19.0 million in Q1 2013).
104
Improved financial structure
Working capital requirements shrank significantly in Q1
2014, which should lead to an increase in operating cash
flow compared with Q1 2013 and to a reduction of nearly
€10 million in net financial debt since December 31, 2013.
We reiterate that Cegid has a €200 million syndicated
line of credit, of which €145 million was available as of
March 31, 2014. This line provides Cegid with a significant
drawdown capacity for future years, which it can use to
finance its investment needs, as well as acquisitions that
could enable Cegid to strengthen its product line.
Outlook
Strategy and outlook
Cegid is a leader in digital technology for B2B and its
strategy is in line with market expectations
Cegid’s SaaS strategy of providing solutions that cater
to the new ways people use software responds to the
latest digital transformation challenges that businesses,
the public sector and the accounting profession face, by
focusing on the following areas:
- Developing the opportunities for collaboration in the
solutions for the accounting profession and its smallcompany customers and launching new TDA advisory
products,
- international development, essentially in the retail sector,
gradually extending to manufacturing and the public
sector.
Cegid is thus well-positioned to take advantage of
improvement in France’s economic environment, which
remains complex. Firstly, Cegid’s 112,000 customers,
including 35,000 connected small companies, give it
high recurrent revenue of nearly €149 million (recurrent
revenue represented 57% of sales in 2013); secondly,
Cegid will pursue its plans to increase internal efficiency.
These efforts will focus on improving the productivity of
business development, sharing skills and production sites,
and rationalizing product and service ranges.
- Contributing to the overall effort to simplify companies’
HR filing requirements with the new nominative employee
filing system,
- Launching new SaaS-mode product ranges: HR
(talent management, a packaged SME product, CBHR
On Demand, HR internal auditing, and mobility),
Manufacturing solutions, new SaaS-mode tax solutions
(Yourcegid Etafi Start) and a new work environment for
small local authorities in the public sector channel.
Cegid’s strategic agreement with IBM, signed in 2012,
created the first French private cloud. The agreement has
enabled Cegid to handle the sharp growth in the number
of SaaS-mode users, which now total 95,000 customerusers, 20,000 more than two years ago. In 2013, Cegid
welcomed its 1,100th CPA customer to a SaaS/On
Demand solution.
Outlook: Cegid’s strengths and initiatives will enable it to
better adapt to the economic environment
With businesses now demanding Mobility, Business
Analytics, Collaborative modes and Cloud services from
their service providers, Cegid’s solutions aim to support
companies as they transform themselves and become
more competitive, responding to their expectations:
- innovation to accommodate new trends in software
use through the "MOBICLOTM" approach, bringing
together Mobility, Business Intelligence and the Cloud
and moving toward industries that can take advantage
of cloud services (accounting profession, public sector,
retail, etc.),
- s tatus as a major provider in the SaaS market, with
future contract revenue of nearly €66 million as of
January 1, 2014, thereby strengthening the recurrent
nature of Cegid’s sales,
- a high-quality customer portfolio fostering growth and a
new customer relationship model,
-b
road functional coverage (accounting/finance, taxation,
payroll/HR, performance management, business
management) for companies of all sizes, and industry
specialization (CPAs, entrepreneurs, manufacturing,
trade & services, retail, hospitality, public sector),
105
2013
consolidated
financial
statements
Consolidated financial statements
Income statement
Balance sheet – Assets
Balance sheet – Liabilities and shareholders’ equity
Cash flow statement
Statement of changes in shareholders’ equity
1. Highlights of fiscal year 2013
2. Accounting principles and methods, consolidation methods
3. Scope of consolidation
4. Notes to the balance sheet
5. Notes to the income statement
6. Employees
7. Off-balance-sheet commitments
8. Related-party disclosures
9. Fees paid to the Statutory Auditors of Group companies
10. Significant events subsequent to closing
2013 consolidated financial statements / Income statement
(In €000)
Sales
Note
5.1
2013
% of
sales
2012
% of
sales
2011
% of
sales
259,933
100.0%
258,107
100.0%
263,814
100.0%
Goods & services purchased
and change in inventories
-31,398
12.1%
-35,138
13.6%
-36,810
14.0%
Gross profit
228,535
87.9%
222,969
86.4%
227,004
86.0%
31,959
12.3%
32,765
12.7%
32,005
12.1%
External expenses
-45,301
17.4%
-46,480
18.0%
-45,919
17.4%
Value-added
215,193
82.8%
209,254
81.1%
213,090
80.8%
-7,019
2.7%
-7,146
2.8%
-7,566
2.9%
-139,069
53.5%
-140,706
54.5%
-142,625
54.1%
69,105
26.6%
61,402
23.8%
62,899
23.8%
0.4%
Capitalized expenditures
Taxes other than income taxes
Personnel costs
5.2
EBITDA
Other ordinary income
Other ordinary expenses
Depreciation, amortization and provisions
Income from ordinary activities
1,722
0.7%
1,899
0.7%
964
-1,966
0.8%
-2,397
0.9%
-1,446
0.5%
-37,727
14.5%
-38,174
14.8%
-33,357
12.6%
31,134
12.0%
22,730
8.8%
29,060
11.0%
Other operating income
5.3
623
0.2%
2,407
0.9%
661
0.3%
Other operating expense
5.3
-789
0.3%
-2,380
0.9%
-1,505
0.6%
30,967
11.9%
22,757
8.8%
28,216
10.7%
322
0.1%
252
0.1%
191
0.1%
Operating income
Financial income
Financial expense
Net financial expense
5.4
Pre-tax income
Income tax
Share in net income of equity-accounted
subsidiaries
5.5
4.1.6
-2,532
1.0%
-2,330
0.9%
-2,015
0.8%
-2,210
-0.9%
-2,077
-0.8%
-1,824
-0.7%
28,758
11.1%
20,679
8.0%
26,392
10.0%
-9,800
3.8%
-6,858
2.7%
-9,878
3.7%
-185
-1,214
-337
Net income
18,773
7.2%
12,607
4.9%
16,177
6.1%
Net income attributable
to parent company shareholders
18,773
7.2%
12,607
4.9%
16,178
6.1%
Net income attributable to non-controlling
interests
Number of shares (excl. treasury shares)
Earnings per share attributable
to parent company
shareholders
Statement of comprehensive income (in €000)
Net income
Exchange differences
Hedging instruments measured at fair value
Tax effect
Items recyclable into net income (sub-total)
-1
8,741,683
8,802,393
8,807,171
€2.15
€1.43
€1.84
2013
2012
2011
18,773
12,607
16,177
-97
-49
-11
388
-694
-134
239
157
-504
Actuarial gains and losses
Tax effect
Items not recyclable into net income (sub-total)
-11
-1,863
50
573
-17
-1,291
33
Comprehensive income
18,930
10,812
16,200
Comprehensive income attributable to parent
company shareholders
18,930
10,812
16,201
Comprehensive income attributable to non-controlling
interests
-1
109
2013 consolidated financial statements / Assets
Net amounts (in €000)
Goodwill
Note
12/31/2012
12/31/2011
192,741
196,932
193,097
Development costs
65,527
64,496
61,566
Customer relationships and brands
11,427
9,816
10,234
4,854
4,680
1,384
1,937
785
3,814
3,006
2,524
2,921
563
202
500
Intangible assets
4.1.1 & 4.1.2
12/31/2013
4.1.3
Other intangible assets
Property, plant & equipment
4.1.4
Technical facilities, equipment and industrial
supplies
Other property, plant & equipment
Non-current financial assets
4.1.5 & 4.3
Financial assets measured at fair value
Equity investments
200
102
Other non-current investments
378
178
180
1,632
1,561
1,475
367
490
Loans and deposits
Other financial assets
Equity-accounted subsidiaries
4.1.6
Other receivables
Deferred tax
4.4
Non-current assets
Inventories and work-in-progress
Trade receivables and similar accounts
4.2.1
4.2.1 & 4.3
15
402
765
1,289
2,702
2,146
2,196
2,493
2,221
286,082
286,664
281,052
643
674
1,192
63,159
62,532
71,661
Other receivables and prepaid items
Personnel
4.3
727
803
664
Sales tax receivable
4.3
3,165
857
3,244
Income tax receivable
4.3
116
5,794
69
Other receivables
4.3
2,310
1,972
2,173
3,277
3,618
3,620
5,883
3,062
1,465
79,280
79,311
84,088
365,362
366,295
Prepaid expenses
Cash and cash equivalents
Current assets
4.2.2 & 4.3
Assets held for sale
TOTAL ASSETS
110
320
365,140
2013 consolidated financial statements / Liabilities and shareholders’ equity
Net amounts (in €000)
Note
12/31/2013
12/31/2012
12/31/2011
Share capital
4.5.1
8,771
8,771
8,771
Share premium
4.5.1
95,241
95,241
95,241
Reserves
4.5.2
69,279
64,819
60,680
Net income for the year
4.5.3
18,773
12,607
16,178
192,064
181,438
180,870
14
15
14
14
Shareholders' equity attributable to parent company
shareholders
Non-controlling interests/reserves
Non-controlling interests/earnings
-1
Non-controlling interests
Total shareholders' equity
4.5
192,064
181,452
180,884
Financial liabilities (portion > 1 year)
4.3
59,870
69,224
63,528
Acquisition-related debt (portion > 1 year)
4.3
276
1,373
4,293
Deferred tax
4.4
5,165
5,482
5,436
Provisions for pension obligations and employee
benefits
4.6.1
14,020
13,103
10,403
Other provisions (portion > 1 year)
4.1.6
Non-current liabilities
Provisions for other liabilities (portion < 1 year)
4.6.2
454
79,331
89,636
83,660
5,923
5,717
6,383
Financial liabilities (portion < 1 year)
4.3
693
2,503
1,746
Trade accounts payable & similar accounts
4.3
21,843
20,984
24,034
Tax and social security liabilities
4.3
39,318
37,018
39,949
Other taxes and social security liabilities
1,402
1,744
1,816
Sales tax payable
4,930
3,381
6,690
Income tax payable
2,087
2,765
1,323
394
2,954
250
2,951
1,199
1,215
Personnel
Other liabilities
4.3
Acquisition-related debt (portion < 1 year)
Payables related to acquired non-current assets
(portion < 1 year)
Other liabilities and unearned revenue
Other current liabilities
4,308
5,767
7,325
Unearned revenue
4.3
10,118
10,640
9,865
Current liabilities
93,967
94,672
100,596
Liabilities held for sale
TOTAL LIABILITIES
& SHAREHOLDERS' EQUITY
535
365,362
366,295
365,140
111
2013 consolidated financial statements / Cash flow statement
(In €000)
Net income
Share in net income of equity-accounted subsidiaries
Depreciation, amortization and provisions and elimination of non-cash
revenue and expense items
Capital gains and losses on disposal of non-current assets
2013
2012
2011
18,773
12,607
16,178
185
1,214
337
38,043
35,557
34,552
128
37
Interest expense
1,397
1,216
1,484
Tax expense
9,800
6,858
9,878
Cash flow generated by the business
68,326
57,489
62,429
Interest paid
-1,217
-1,083
-1,293
Tax paid
-4,198
-8,635
-8,725
Cash flow after interest and tax paid
62,911
47,771
52,411
31
377
-292
Change in accounts receivable
Change in inventories
-1,333
9,149
-3,812
Change in other receivables
-1,881
2,433
-1,113
Change in trade payables
1,188
-3,219
-103
Change in other payables
1,840
-8,629
7,477
Change in working capital requirement
-155
111
2,157
Net cash from operating activities
62,756
47,882
54,568
-35,095
-35,760
-32,908
Acquisition of property, plant & equipment
-2,423
-1,763
-3,306
Acquisition of non-current financial assets
-744
-518
-1,051
-1,920
-4,320
-4,096
245
659
127
-39,937
-41,702
-41,234
6,180
13,334
Acquisition of intangible assets
Acquisition of companies net of acquired cash
Disposal or decrease in non-current assets
Net cash from investing activities
Net cash before financing
22,819
Acquisition of treasury shares
-1,090
Dividends paid to parent company shareholders
-9,175
-9,252
-9,250
Drawdowns under medium-term lines of credit
60,000
69,000
64,000
-69,000
-64,000
-70,000
Repayment of medium-term lines of credit
Change in other financial debt
Net cash from financing activities
192
-18,175
-5,304
-15,058
Opening cash and cash equivalents
1,012
136
1,861
Change in cash and cash equivalents
4,644
876
-1,725
Closing cash and cash equivalents
5,656
1,012
136
(In €000)
Cash
Bank overdrafts
112
38
12/31/13
12/31/12
12/31/11
5,883
3,061
1,465
-227
-2,049
-1,330
5,656
1,012
136
2013 consolidated financial statements / Statement of changes in shareholders’ equity
Attributable to
parent company shareholders
(In €000)
Shareholders' equity
as of 12/31/2010
Income
Total
nonReserves
Other
or loss
attributable controlling
Share Share
and
Treasury
shareholders’
recognized to parent
interests
capital premium
retained shares
equity
directly in
company
earnings
equity
shareholders
8,771 95,241
2011 net income
79,741
-7,707
-2,097
16,178
Treasury shares
-135
158
-52
-11
33
Dividends paid
-9,250
173,949
173,949
16,178
16,178
23
23
-63
-63
33
33
-9,250
-9,250
Changes in scope
as of 12/31/2011
8,771 95,241
2012 net income
86,482
-7,549
12,607
Treasury shares
-6
56
-992
Dividends paid
8,771 95,241
2013 net income
-998
-455
-455
-455
-51
-51
-51
-9,252
-9,252
-9,252
89,836
44
-8,541
-3,870
181,437
14
18,773
-50
181,452
18,773
39
39
-97
-53
-53
254
254
254
781
781
781
-9,175
-9,175
8
8
Hedging instruments
measured at fair value
8,771 95,241
12,607
-998
7
as of 12/31/2013
12,607
-1,291
89
Dividends paid
180,884
-1,291
18,773
Changes in scope
14
-1,291
Treasury shares
Allotment of bonus shares
and redeemable share
warrants
14
7
Hedging instruments
measured at fair value
Allotment of bonus shares
and redeemable share
warrants
180,870
14
-49
as of 12/31/2012
-2,075
Total
shareholders’
equity
100,356
-8,591
-3,713
192,064
-9,175
-14
-6
192,064
113
Consolidated
financial statements
Cegid’s 2013 consolidated financial statements were
approved by the Board of Directors on March 5, 2014 and
will be submitted to shareholders at their Annual Meeting
on May 12, 2014.
Cegid Group is a company created under French law in
1983. Its head office is located at 52, quai Paul Sédallian,
69009 Lyon, France.
1. Highlights of fiscal year 2013
1.1 Sale of businesses
On July 1, 2013, Cegid SA entered into an agreement
with Vdoc Software (Visiativ group) to sell the Isoflex
business (EDM-Workflow and CAD-PDM bridge). On
July 19, 2013, Cegid SA entered into a second agreement
with Néphélie Technologie relating to the sale of the
Atalante range (solutions targeted at the nonprofit sector).
1.2 New companies
Holding Cegid BV:
Holding Cegid BV was formed in the Netherlands in
October 2013 to hold shares in companies in Eastern
Europe. Cegid Group and Cegid SA own 5% and 95% of
its share capital respectively.
Cegid Licenciamento de Software:
Cegid Licenciamento de Software was formed in 2013
and is wholly-owned by Cegid SA.
2. Accounting principles and methods, consolidation
methods
COMPLIANCE STATEMENT
Pursuant to EU regulation 1606-2002 Cegid’s
consolidated financial statements have been prepared
in accordance with international accounting standards
applicable in the European Union as of January 1,
2013. International accounting standards include the
IAS (International Accounting Standards), the IFRS
(International Financial Reporting Standards), and the
114
related SIC (Standing Interpretations Committee) and
IFRIC (International Financial Reporting Interpretations
Committee) interpretations.
The accounting rules and valuation principles used to
prepare the financial statements as of December 31,
2013 are those included in the IFRS standards and
interpretations published in the Official Journal of the
European Union as of December 31, 2013 and whose
application is mandatory as of that date. Standards and
interpretations issued by the IASB or the IFRIC but not yet
adopted by the European Union as of December 31, 2013
have not been applied.
The new accounting standards and interpretations, the
application of which is mandatory from January 1, 2013,
do not have a material impact on Cegid’s consolidated
financial statements.
The principal new standards are:
- Amendments to IAS 1 "Presentation of items of
other comprehensive income". The statement of
comprehensive income has been modified accordingly;
- Amendments to IFRS 7, "Financial instruments:
Disclosures – Offsetting financial assets and financial
liabilities";
- IFRS 13 "Fair value measurement".
The Group opted, as of December 31, 2012, for early
application of amended IAS 19 "Employee Benefits". The
amendment includes several changes to the accounting
for post-employment benefits, including recognition on
the consolidated balance sheet of all post-employment
benefits granted to the Group’s employees (see Note
4.6.1).
2013 financial statements
Cegid has opted against early application of other
standards, amendments and IFRIC interpretations whose
application was not mandatory as of December 31, 2013.
As of that date, the Group was not affected by these texts
or did not expect there to be a significant impact on its
financial statements in the coming years:
Standards applicable to consolidation methods:
- IFRS 10 "Consolidated financial statements",
VALUATION BASIS
The consolidated financial statements are prepared in
accordance with the historical cost principle except for:
- Available-for-sale securities, measured at fair value, longterm receivables and liabilities, measured at fair value;
- IFRS 11 "Joint Arrangements",
- IFRS 12 "Disclosure of interests in other entities",
- Revised version of IAS 27 "Separate financial statements",
-Revised version of IAS 28 "Investments in associates
and joint ventures".
Other standards:
- Amendments to IAS 32 "Offsetting financial assets and
financial liabilities",
- Amendments to IAS 36 "Recoverable
Disclosures for Non-Financial Assets",
Cegid uses the indirect method for preparing the cash
flow statements in accordance with the recommended
format
Amount
- Amendments to IAS 39 "Novation of Derivatives and
Continuation of Hedge Accounting",
The Group’s accounting principles, described below, have
been permanently applied to the fiscal years presented
herein.
PRESENTATION OF FINANCIAL STATEMENTS
Cegid’s financial statements and notes are presented in
thousands of euros.
Cegid applies recommendation 2013-03 of the French
National Accounting Board (Autorité des Normes
Comptables, or ANC).
This recommendation complies with the principles set out
in IAS 1 "Presentation of financial statements".
Cegid has decided to retain the former terminology
"balance sheet" and "income statement".
The consolidated balance sheet is presented according
to the "current"/"non-current" classification as defined by
IAS 1 "Presentation of financial statements".
Items in the consolidated income statement are presented
by nature, based on the ANC model.
- financial liabilities, valued according to the principle of
amortized cost.
USE OF ESTIMATES
Preparation of financial statements that comply with
the conceptual IFRS framework requires that certain
estimates and assumptions be made that affect the
amounts reported in these statements.
The principal items involving the use of estimates and
assumptions are impairment tests on intangible assets,
depreciation of receivables, deferred taxes, provisions—in
particular provisions for pension obligations—and liabilities
related to earn-outs paid in the context of acquisitions
(earn-out clauses). These estimates are based on the best
information available to management as of the date the
statements were approved. The current economic and
financial environment makes it harder to value and estimate
certain assets and liabilities and increases uncertainty
about business trends. Management’s estimates are
based on the information available at the end of the fiscal
year.
Should actual events diverge from the estimates and
assumptions used, there could be an impact on the
amounts recognized in the financial statements.
METHOD OF CONSOLIDATION
Cegid Group is the consolidating company.
Companies in which Cegid holds the majority of voting
rights, whether directly or indirectly, are fully consolidated.
The financial statements of consolidated companies are
restated, if necessary, to ensure consistency of accounting
and valuation rules.
115
2013 consolidated financial statements / Notes to the financial statements
Jointly-controlled
consolidated.
companies
are
proportionately
Companies the Group does not control but in which it
exercises a significant influence are accounted for using
the equity method. The Group is deemed to exercise
significant influence if it holds between 20% and 50% of
the voting rights. Cegid does not control, either directly
or indirectly, any special purpose entities. Companies
in which Cegid does not exercise control and over
which Cegid does not have significant influence are not
consolidated. The list of companies included in Cegid’s
scope of consolidation is provided in Note 3.
CONVERSION OF THE FINANCIAL STATEMENTS OF
FOREIGN SUBSIDIARIES
The currency used to prepare the consolidated financial
statements is the euro.
Items denominated in other currencies used by foreign
companies are converted as follows:
- Income statement items are converted at the average
exchange rate for the year;
- Balance sheet items are converted at the exchange rate
prevailing on the closing date, except for share capital
and reserves, which are maintained at historical cost;
- Differences resulting from these conversions are
recognized in a specific reserve account in shareholders’
equity.
BALANCE SHEET DATE OF THE CONSOLIDATED
COMPANIES
The financial statements of all consolidated entities are
closed on December 31.
INTRA-GROUP TRANSACTIONS AND ACCOUNTS
All intra-Group transactions are eliminated, and internal
transactions and reciprocal payables and receivables are
canceled. Where necessary, the financial statements of
subsidiaries are restated to ensure consistency with the
Group’s standards.
Concerning transfer of computer hardware or capitalized
hardware costs within the Group, the acquiring
companies have recognized these assets at their transfer
prices. Reverting to original cost in order to eliminate
increases in asset values would have resulted in expenses
disproportionate to the impact of such corrections, in
particular in the amount of depreciation. Moreover, the
transactions in question were minor and were made on
favorable terms.
2.1 Intangible assets
2.1.1 Business combinations
Business combinations are accounted for by the
acquisition method, in accordance with the revised version
of IFRS 3 "Business combinations". As allowed under the
option available in IFRS 1, business combinations prior to
January 1, 2004 have not been restated.
116
As allowed under the option available in the revised
IFRS 3, business combinations prior to January 1, 2010
have not been restated.
The principal impact of the revised IFRS 3 and the revised
IAS 27 for transactions to which they apply are as follows.
Assets and liabilities of companies acquired by the Group
are measured at fair value. Only identifiable liabilities
satisfying the criteria for eligibility as a liability of the
acquired entity are recognized at the time of the business
combination. Accordingly, a liability for restructuring is not
recognized as a liability of the acquired company if that
company does not have an existing obligation, as of the
date of the acquisition, to carry out the restructuring.
The difference between the acquisition cost of the shares
and the acquired share of the fair value of the assets and
liabilities identified at the acquisition date is recognized
as goodwill. The amounts of fair value and goodwill
are determined within a maximum of one year from the
acquisition date. In certain cases, the Group asks outside
experts to value the identifiable intangible assets it has
acquired.
Changes occurring after that date are recognized in the
income statement.
The acquisition cost is equal to the amount of cash or
cash equivalents, discounted should the impact thereof
be significant, plus any price adjustments.
It does not include external costs directly attributable to
the acquisition, which are recognized as expenses as
incurred.
The acquisition price includes the fair value of the acquired
assets and liabilities resulting from any price adjustments,
such as earn-outs.
When the Group acquires control of a company, it
measures non-controlling interests either at their fair value
(full goodwill method) or on the basis of their share in
the net assets in the acquired company (partial goodwill
method). The choice is made for each acquisition.
Commitments to purchase non-controlling interests
Conditional or unconditional commitments to buy noncontrolling interests are recognized as liabilities in an
amount equal to the purchase price of the non-controlling
interests. Cegid has opted to recognize the difference
between the estimated purchase price of the noncontrolling interests and the pro rata share in equity to
be acquired as goodwill. At settlement, any change in the
purchase price will be reflected in goodwill.
As soon as the option becomes available, Cegid plans to
retain this accounting method for business combinations
which took place before the application date of the revised
version of IFRS 3 (for fiscal years beginning on or after
July 1, 2009).
Customer relationships and brands
2.1.4 Development costs
The fair value of customer relationships is measured
according to the excess profit method, which consists in
identifying the future profits attributable to the intangible
asset over the course of its useful life. These assets are
amortized over the expected lifetime of the customer
portfolio, i.e. 7 or 15 years.
In accordance with IAS 38, research is recognized as an
expense, and development costs are capitalized so long
as the company can demonstrate that:
The fair value of brands is measured by calculating the
discounted present value of royalties that would have had
to be paid to a third party to use the brand if the Group
had not owned it.
Brand names tied to the Group’s enterprise software
products are deemed either to have an indefinite lifetime,
in which case they are not amortized and are subject to
impairment tests as detailed in Note 2.3, or to have an
expected lifetime based on the portfolio of customers
using these products, in which case they are amortized
over the lifetime of the portfolio.
Acquired technologies
The fair value of technology is measured by calculating the
discounted present value of royalties that would have had
to be paid to a third party to use the technology if the
Group had not owned it.
These assets are amortized according to the methods
applied to development costs, as detailed in Note 2.1.4.
2.1.2 Goodwill
Intangible "business value" (fonds de commerce) amounts
related to acquisitions and previously recognized under
French GAAP have been reclassified as goodwill.
Goodwill represents the difference between the cost
of the acquired shares and the fair value of the assets,
liabilities and contingent liabilities identified as measured
at the acquisition date.
The amount of goodwill is finalized within one year of
the acquisition date. When the acquisition cost is less
than the fair value of the identified assets and liabilities,
the difference is recognized immediately in the income
statement.
The amount recognized as goodwill includes all intangible
items such as projected synergies and expected growth.
Goodwill is not amortized.
As goodwill is an intangible asset with an indefinite lifetime,
it is subject to an annual impairment test in accordance
with IAS 36, as amended (see Note 2.3 for a description
of the procedures for implementing impairment tests).
When an entity is sold, the gain or loss on sale takes into
account the carrying value of the goodwill related to the
entity.
2.1.3 Customer relationships and brands
Customer relationships and brands consist principally
of intangible assets recognized as a result of business
combinations according to the methods detailed in Note
2.1.1.
- It has the intention and financial and technical ability to
complete the development project,
- The expected future economic benefits attributable to the
development costs are likely to accrue to the company,
- The cost of the intangible asset thereby created can be
measured reliably.
The development costs incurred by Cegid in the conduct
of its software business (creation of marketable enterprise
software) essentially relate to the development of software
applications and are subject to individual monitoring.
Development costs are measured on the basis of direct
wage costs plus employee benefits and allocated
overhead costs, calculated using a coefficient applied
to the aggregate operating expenses of the relevant
departments.
Expenses corresponding to projects not yet finalized are
recognized as "intangible assets in progress" and are not
amortized. Nevertheless, these projects are monitored and
may be subject to impairment losses.
Costs for developing products on recent technological
platforms (Cegid Business Platform, .Net, Full Web)
are generally amortized over five years, while costs for
developing products on other platforms are amortized
over three years. These periods are applied both to the
initial expenditure and the subsequent development costs,
i.e. upgrades and maintenance.
Configuration costs related to yearly products are
amortized on a straight-line basis over one year.
If there is an indication of impairment, the net carrying
amount of development costs is compared to the
recoverable amount, and an impairment loss is recognized
where necessary. The estimated recoverable amount is
based on the expected future economic benefits of the
projects.
2.1.5 Acquired software
Acquired software is recognized at its acquisition cost and
is amortized over periods ranging from one to five years.
2.2 PROPERTY, PLANT & EQUIPMENT
Property, plant & equipment is measured at cost less
accumulated depreciation and any impairment losses.
Depreciation is calculated using the straight-line method
over the probable useful life of the asset, as follows:
Building fixtures and fittings. . . . . . . . . . . . 3-10 years
Computer equipment. . . . . . . . . . . . . . . . . . . 3-4 years
Office equipment. . . . . . . . . . . . . . . . . . . . . . . . 5 years
Office furniture. . . . . . . . . . . . . . . . . . . . . . . . . . 8 years
Equipment and industrial supplies. . . . . . . . . . 5 years
Transportation equipment. . . . . . . . . . . . . . . 4-5 years
117
Residual values are generally considered to be nil.
Items acquired under finance leases are recognized
as property, plant & equipment if the lease agreements
transfer essentially all of the risks and benefits inherent in
ownership of the item to Cegid.
Lease contracts that do not transfer the risks and benefits
to Cegid are accounted for as operating leases. Payments
or benefits under operating leases are recognized on a
straight-line basis over the life of the contract.
As of the closing date, Cegid did not have any finance
leases.
2.3 IMPAIRMENT TESTS ON PROPERTY,
PLANT & EQUIPMENT AND INTANGIBLE ASSETS
According to IAS 36 "Impairment of Assets", the value-inuse of property, plant & equipment and intangible assets
must be tested as soon as indications of impairment
appear. This test must be performed at least once a year
on assets with an indefinite useful life.
- Other financial assets include financial assets used in
Cegid Group’s liquidity contract.
When fair value cannot be reliably determined because
there is no active market, the securities are maintained at
cost, net of any impairment losses.
In such case, recoverable value is determined as a
function of Cegid’s stake in the net assets, expected
future profitability and business prospects of the entity
represented by the investment. For listed securities, fair
value is the quoted market price at the closing date.
Changes in fair value are recognized in a separate
shareholders’ equity account ("Other reserves") until the
securities are sold, at which time they are recognized in
the income statement.
For this test, property, plant & equipment and intangible
assets are categorized into homogeneous groups of
assets (Cash Generating Units) whose continuous
use generates cash flows largely independent of those
generated by other groups of assets.
When an identified loss in value is considered permanent,
based on the circumstances, it is recognized as a financial
expense.
The value-in-use of these CGUs is determined on the
basis of the discounted present value of projected cash
flows (the discount rate is calculated after tax and with
regard to the company’s debt). The value-in-use of assets
is calculated on the basis of estimates of future cash
flows, using the DCF method. This valuation covers a fiveyear period.
Cegid’s interests in associates are accounted for by the
equity method. Associates are companies in which Cegid
exercises a significant influence over operational and
financial policy, but does not control them.
Terminal value is measured by discounting a normalized
cash flow to infinity, using a perpetual growth rate
appropriate for the business sector. When this value is
less than the net carrying value of the CGU, an impairment
loss is recognized on the difference and charged first to
goodwill.
2.5 EQUITY-ACCOUNTED SUBSIDIARIES
The carrying value of equity method investments is the
acquisition cost of the shares (including goodwill) plus or
minus the change in the Group’s share of the associate’s
net income from the acquisition date. Negative carrying
value is recognized on the liabilities side of the balance
sheet under provisions for risks and contingencies.
The Group’s share in income from associates is recognized
in the income statement.
Impairment losses on goodwill are irreversible. Impairment
losses on other intangible assets and on property, plant
& equipment may be reversed in the event there are
indications of a recovery in value.
Advances or loans made to associates are valued based
on their amortized cost and recognized in non-current
assets under "Other receivables". Such assets are written
down when it is probable that their carrying amount
exceeds their recoverable amount.
In this case, the reversal of the impairment loss is limited to
the net book value the asset would have had if there had
been no loss in value.
2.6 DEFERRED TAXES
The methods of measuring value-in-use of assets are
presented in Note 4.1.3 of this document.
2.4 FINANCIAL ASSETS
Financial assets are recognized in one of three categories,
as defined by IAS 39:
- Equity investments in unconsolidated companies are
classified as available-for-sale securities. They are
initially recognized at historical acquisition cost, then
measured at fair value,
118
- Loans represent loans granted to collector organizations
as part of government programs to support residential
construction, as well as deposits paid. Contrary to
the IAS 39 recommendation, they are not discounted,
because their amount is not material,
In accordance with IAS 12, deferred taxes corresponding
to temporary differences between the tax basis and
accounting basis applied to consolidated assets and
liabilities are recognized using the variable carryforward
method.
Deferred tax assets are recognized when it is considered
likely that the amounts will be recovered at a future date
that can be determined with reasonable accuracy.
Reductions in future taxes resulting from the use of taxloss carryforwards (including amounts that can be carried
forward indefinitely) are recognized only if it is likely they
will be recovered.
Deferred tax assets and liabilities are not discounted.
Deferred tax assets and liabilities are offset within the
same tax entity, i.e. the same company or the same tax
consolidation group.
Deferred tax calculated on items recognized in
shareholders’ equity is also recognized in shareholders’
equity.
2.7 STOCKS
Under IAS 2, "Inventories", the acquisition cost of
inventories includes the purchase price, transportation
and handling costs, and other costs directly attributable
to the acquisition of the finished goods, less any price
reductions, rebates or financial discounts.
Inventories of computer hardware are valued according to
the weighted average cost formula. Net realizable value
is the estimated sales price of the product less the costs
incurred in selling it.
A provision for impairment is recognized if the net realizable
value is less than the purchase price.
Inventories of raw materials (assemblies and
subassemblies) used to perform standard replacements
and spare parts used in hardware maintenance are
measured using the following methods:
Changes in fair value are recognized as financial income
or expense.
The value of individual listed securities is determined
based on the average quoted price during the last month
of the reporting period.
An impairment loss is recognized if the above methods yield
a value that is less than historical cost. Such impairment
loss is not recognized, however, if the unrealized capital
loss it represents can be offset by unrealized capital gains
on securities of the same type.
In the event that several securities of the same type and
conferring the same rights are sold, the cost basis of the
securities sold is estimated using the "first in/first out"
method.
2.10 TREASURY SHARES
Shares held in treasury are deducted from consolidated
shareholders’ equity independently of the reason they are
acquired or held and of how they are recognized in the
separate financial statements of the company that holds
them. Any impairment losses and profit or loss on sale of
treasury shares are recognized directly in shareholders’
equity (net of tax, if any) and do not contribute to the net
income or loss of the period.
- The gross value of assemblies and subassemblies
includes the purchase price and ancillary costs,
2.11 NON-CURRENT ASSETS HELD FOR SALE
- Spare parts are measured according to the weighted
average cost method.
Under IFRS 5, specific disclosures are required for
accounting for assets (or groups of assets) held for
sale, as well as operations that have been discontinued,
disposed of, or that are held for sale.
A provision for impairment is recognized to reflect valuein-use, with reference to the portfolio of contracts in
force and the turnover of spare parts, or based on the net
realizable value.
2.8 RECEIVABLES
Receivables are initially measured at fair value, which
in most cases is their face value. An impairment loss is
recognized if the valuation at the closing date is less than
the carrying value.
2.9 CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and in
bank current accounts.
In accordance with IAS 7, Cegid considers as cash
equivalents highly-liquid investments readily convertible
into a known amount of cash and subject to non-material
risk of a decline in value.
Cash equivalents are measured at their market value at the
closing date.
Given their characteristics, shares of money-market mutual
funds are recognized as cash equivalents.
Marketable securities are recognized at acquisition cost.
Mutual funds are valued at the redemption price on the last
trading day of the reporting period.
A non-current asset or group of assets and liabilities is
classified as held for sale if its carrying value is to be mainly
recovered through the sale of, rather than the continued
use of, the asset. As such, the asset must be available for
immediate sale and its sale by the end of the fiscal year
must be highly probable.
These assets or groups of assets are recognized separately
from the other assets or groups of assets on the balance
sheet, under "Non-current assets or groups of assets held
for sale". These assets or groups of assets are measured
at the lower of carrying amount and estimated sale price,
less costs to sell. The liabilities associated with a group of
assets held for sale are presented on the balance sheet
under "Liabilities associated with non-current assets and
groups of assets held for sale".
2.12 SHARE-BASED PAYMENT
In accordance with IFRS 2, the benefits granted to certain
employees in the form of share-based payments are
measured at the fair value of the instruments granted.
These benefits can take the form of instruments redeemed
in shares or instruments redeemed in cash.
119
Employee savings plans
Redeemable share warrants were offered to employees
and executive officers of the Group. These warrants
were described in a prospectus approved by the AMF on
September 3, 2010 under number 10-302.
Cegid’s employee savings plans grant no specific benefits
to employees apart from matching contributions, which
are already recognized as personnel expenses.
All of the 400,000 redeemable share warrants (200,000
A warrants and 200,000 B warrants) offered were sold.
These warrants do not confer the right to subscribe to
new shares, but exclusively to acquire existing shares.
As such, the issue will not cause any dilution for existing
shareholders.
At their October 29, 2012 General Meeting, shareholders
amended the characteristics of the warrants to extend the
exercise period of the A warrants from November 5, 2014
until November 5, 2017 inclusive, and the B warrants from
November 5, 2014 until November 5, 2018 inclusive,
and to adjust the exercise price per unit of the A and B
warrants from €22.56 to €18.
Based on the work of an external analyst, the estimated
benefit deriving from these warrants was recognized as an
expense in the consolidated financial statements, with the
offsetting entry taken to consolidated reserves.
Bonus share plan
In accordance with IFRS 2, "Share-based payment",
Cegid recognizes an expense for the benefits granted
to its employees and Board members as part of a bonus
share plan, with the offsetting entry taken to shareholders’
equity for transactions settled through the issuance of
shares.
Fair value is determined on the basis of Cegid Group’s
share price on the grant date and the expected dividend.
At each closing date, Cegid estimates the number
of shares to be issued to beneficiaries, based on
achievement of the objectives stipulated in the plan, so
as to recognize an expense for the fair value of the bonus
shares expected to be granted. The expense is adjusted
accordingly and recognized in the income statement as a
personnel expense, with the offsetting entry taken to the
share premium account.
The specific grant criteria will be conditional on continued
employment for one of the plans, and on continued
employment and Group performance for the other two
plans. A specific report will be presented to shareholders
at their Annual Meeting called to approve the financial
statements for the period ending December 31, 2013.
2.13 FINANCIAL INSTRUMENTS
Financial instruments are recognized at fair value.
Recognition of future variations in the instrument’s fair value
is based on whether or not the derivative is designated as
a hedge (satisfying hedge accounting criteria), and where
necessary, on the nature of the hedged item.
These derivative instruments are recognized on the
balance sheet at their market value. Changes in market
value are recognized in the income statement, except for
transactions qualified as cash flow hedges (cash flows
related to floating-rate debt). These changes in value are
recognized in shareholders’ equity.
Cegid documents the relationship between the hedging
instrument and the hedged item, as well as its risk
management objectives and its hedging strategy, from the
inception of the transaction.
Hedge accounting is used for financial items hedged by
derivatives and can take one of two forms:
- Fair value hedge,
- Cash flow hedge.
In the case of a fair value hedge, the financial liability
underlying the derivative is revalued on the balance sheet
as a function of the hedged risk (related to the fluctuation
in interest rates). Changes in the value of the financial
liability are recognized in the income statement (as a
financial expense) and offset the changes in value of the
derivative it underlies to the extent of the hedge.
In the case of a cash flow hedge, the hedged financial
liability is recognized on the balance sheet at amortized
cost. Changes in the value of the derivative are recognized
in shareholders’ equity. To the extent that financial
expense or income from the hedged item impacts
the income statement of a given period, the financial
expense or income related to the derivative, recognized in
shareholders’ equity and pertaining to the same period, is
transferred to the income statement.
When a derivative does not satisfy the criteria for hedge
accounting, changes in the fair value of the derivative are
recognized in the income statement.
2.14 PENSION OBLIGATIONS AND OTHER POSTEMPLOYMENT BENEFITS
Pension obligations
Employee benefits (retirement indemnities and longservice awards) are recognized in the consolidated
financial statements as non-current provisions.
Cegid companies recognize provisions for all of their
commitments to employees and executive officers related
to retirement, pensions, supplemental pension benefits
and retirement-related indemnities and allocations.
120
In 2004, the Syntec collective bargaining agreement was
amended, removing the ceiling on rights and changing
past service costs. Cegid has opted to spread these
costs over the average residual life of the services to be
rendered. As of December 31, 2012, the Group opted for
early recognition of all of these costs on the consolidated
balance sheet, pursuant to the amendment to IAS 19
published in 2012.
Since 2005, Cegid has opted for early adoption of the
amendment to IAS 19 that allows actuarial gains and
losses to be recognized in shareholders’ equity.
To update the provision each year, Cegid uses the
10-year benchmark rate for top-ranked companies in the
euro zone. The assumption of retirement age is 65 for all
Group employees. This assumption is in line with the law
of November 9, 2010 on pension reform and the social
security financing law for 2012 that increased the legal
retirement age to 62. It has not been changed with respect
to the previous valuation, as the impact was not significant.
The components of the calculation of pension obligations
as of December 31, 2013 are shown in Note 4.6.1.
Transfer of employee benefits
The May 2009 amendment (no. 3) to the national,
multi-industry,
labor-management
agreement
of
January 11, 2008 came into effect on July 1, 2009. It
provides terminated employees with health and death &
disability insurance for a period following their termination.
Cegid accounts for this benefit as a termination benefit
and recognizes it when the contract is terminated by the
Company.
2.15 PROVISIONS
In accordance with IAS 37, provisions are recognized
on a case-by-case basis after an evaluation of the
corresponding contingencies and losses. A provision is
recognized whenever management becomes aware of an
obligation (legal or implied) arising from past events that is
expected to result in an outflow of resources not matched
by at least an equivalent inflow, and when the amount of
such obligation can be reliably measured.
2.17 OFF-BALANCE-SHEET COMMITMENTS
As part of Cegid’s financial reporting, there is a procedure
for identifying commitments and contingent liabilities, their
nature and purpose:
- Commitments backed by personal
(endorsements and guarantees),
guarantees
- Commitments backed by collateral (mortgages, pledges,
security deposits), operating leases,
- Purchase commitments,
- Obligations and commitments to the Group’s employees.
Employees’ individual rights to training are shown as offbalance-sheet commitments. No provision has been
recognized with respect to these rights.
2.18 RELATED-PARTY DISCLOSURES AND
TRANSACTIONS
In compliance with the revised version of IAS 24, Note
8 to these financial statements presents an exhaustive
list of all transactions between Cegid Group, its parent
company ICMI SAS (52 quai Paul Sédallian, 69009 Lyon),
their subsidiaries and principal executives, and Groupama
(8-10, rue d’Astorg, 75008 Paris) and its subsidiaries.
2.19 EARNINGS PER SHARE
Earnings per share are equal to the ratio between:
- net income,
- the weighted average number of shares in circulation,
less treasury shares.
Diluted earnings per share are equal to the ratio between:
- net income before dilution plus the amount of interest
expense, net of tax, that would be saved if dilutive
instruments were converted,
- the weighted average number of ordinary shares in
circulation, less treasury shares, plus the number of
shares that would be issued following the conversion of
convertible instruments into shares and the exercise of
rights.
Provisions are allocated between current and noncurrent liabilities according to the expected term of the
risk. Provisions with a term of more than one year are
discounted if the impact is material.
Only dilutive instruments are included in the calculation.
2.16 ACCRUALS - UNEARNED REVENUE
Under Cegid’s accounting principles, in compliance
with IAS 18, sales are recognized by type of business
according to the following criteria:
When invoicing applies to the current year and future
years, such as invoicing under software support and
hardware maintenance contracts, unearned revenue is
recognized in accordance with the principle of matching
revenue to the year in which it is earned.
The deferred portion of grants (R&D tax credit) relating
to development costs is recognized under "Unearned
revenue".
2.20 COMPONENTS OF THE INCOME STATEMENT
2.20.1 Sales
- For the software business
- The event that triggers a sale of licenses and software
is delivery to the customer. Cegid recognizes the
revenues when the main risks and benefits inherent to
the ownership of the product are transferred,
- Recurring maintenance and SaaS
apportioned on a pro rata basis.
revenue
is
121
- For professional services
- Services revenue is recognized as the services are
performed,
- Recurring revenue is recognized on a pro rata basis.
Financial information is provided in Note 5.1.1.
2.20.2 Capitalized expenditures
The development costs incurred by Cegid in the conduct
of its software business (creation of marketable enterprise
software) essentially relate to the development of software
applications and are subject to individual monitoring.
Development costs are measured on the basis of direct
wage costs plus employee benefits and allocated
overhead costs, calculated using a coefficient applied
to the aggregate operating expenses of the relevant
departments.
2.20.3 Personnel costs
Personnel costs include the Competitiveness and
Employment tax credit (CICE), which is deducted from
the personnel costs to which it relates, in accordance with
IAS 19.
2.20.4 Taxes other than income taxes
Since 2010, Cegid has recognized the CET ("Contribution
Economique Territoriale" or "local economy tax"), a tax
replacing the French business tax ("taxe professionnelle")
and made up of CVAE (corporate value-added tax)
and CFE (corporate real estate tax) components, as
an operating expense because it considers that the
tax change is essentially a change in the methods for
calculating local French taxes, without changing its
overall nature. Cegid therefore considers it unnecessary
to account for the CVAE or the CFE differently to how
it previously accounted for the French business tax (taxe
professionnelle).
2.20.5 Other ordinary income and expenses
Other ordinary operating income and expense includes
R&D tax credit, which is accounted for in accordance
with IAS 20, as a grant based on earnings, determined in
accordance with the program and rules in force.
2.20.6 Operating income
The Group’s principal activity is the development, hosting,
sale and distribution of business management software
and related goods and services. Income from ordinary
activities derives from these businesses, whether they are
recurring or non-recurring in nature.
2.20.7 Other operating income and expenses
Other operating income and expense includes such
unusual and significant items as:
- Capital gains and losses on disposal of property, plant
& equipment, if the amounts are material (other sales are
included in income from ordinary activities),
- Reorganization costs,
122
- Costs related to non-recurring disputes deriving from
events unconnected with the Group’s ordinary business
activities,
- Any other income or expense that, owing to its nature,
cannot be recognized as part of the Group’s ordinary
activities or which is large enough to impair the
comparability of income from ordinary activities from one
year to the next and give an inaccurate picture of the
Group’s performance.
2.20.8 Net financial expense
Cegid has opted to present net financial expense as the
difference between:
Financial expense, including:
- Interest expense on financing activities, the additional
cost generated by the adoption of IAS 39 (interest
expense calculated at the effective interest rate),
- Charges relating to impairment in the value of
unconsolidated securities,
- Other financial discounting expense,
- And other miscellaneous financial expense.
Financial income, i.e. income on cash investments, other
dividend income, income from the disposal of other
financial assets, other financial discounting income and
other miscellaneous financial income.
2.20.9 Tax expense
The tax expense included in net income for the year is
equal to the total of current and deferred tax. Tax expense
is generally recorded in the income statement, with the
exception of the portion of tax related to items recognized
directly in shareholders’ equity.
2.21 OPERATING SEGMENTS
IFRS 8 "Operating segments" requires companies to
present information deriving from their internal reporting.
Consequently, the information published by Cegid,
presented in Note 5.1, is in step with internal reporting,
which records sales by type and business sector. Measures
of profitability (such as income from ordinary activities and
operating income) are analyzed on an aggregate basis.
Geographic information is not meaningful.
3. Scope of consolidation
Company
Cegid Group SA
Head office
Siren code
Lyon
327888111
Business
Months
%
consolidated control 2013
Holding
company
12
%
ownership
2013
%
ownership
2012
Companies held by Cegid Group
Cegid SA
Lyon
410218010
Software
development
12
100.00
100.00
100.00
Full
Quadratus SA
Aix-en-Provence
382251684
Software
development
12
100.00
100.00
100.00
Full
Cegid Public SA
Cergy
384626578
Software
development
12
100.00
100.00
100.00
Full
Cegid Services SARL
Lyon
341097616
Holding
company
12
99.89
99.89
99.89
Full
21S Ingénierie SA
Lyon
422993428
Software
development
12
99.99
99.99
99.99
Full
Companies held by Cegid SA
TDA International SAS
Lyon
342 136 041
Software
development
12
100.00
100.00
100.00
Full
ASPX SARL
Lyon
430048462
Software
development
12
100.00
100.00
100.00
Full
Cegid Academy SARL
Lyon
752 639 955
Training
12
100.00
100.00
100.00
Full
Informatique et
Communications SARL (1)
Beaune
383837994
Software
development
0
0.00
0.00
51.00
Full
Cegid Corporation
USA
New York
Software
distribution
12
100.00
100.00
100.00
Full
Cegid Iberica SL
Spain
Madrid
Software
distribution
12
100.00
100.00
100.00
Full
Cegid Ltd
United Kingdom
Manchester
Software
distribution
12
100.00
100.00
100.00
Full
Cegid Italia SRL
Italy
Milan
Software
distribution
12
100.00
100.00
100.00
Full
Cegid Hong Kong
Holdings Limited
Hong Kong
Holding
company
12
90.00
90.00
76.00
Full
Cegid Portugal SLU
Lisbon
Software
distribution
12
100.00
100.00
100.00
Full
Cegid Tunisie
Tunisia
Tunis
Software
development
12
100.00
100.00
100.00
Full
Cegid Licenciamento de
Software LTDA (2)
Brazil
Saõ Paulo
Software
distribution
8
100.00
100.00
Mauritius
Software
development
12
100.00
99.99
99.99
Full
Lyon
4287144299
Software
development
12
50.00
50.00
50.00
EQ
Software
distribution
12
100.00
90.00
76.00
Full
Full
Company held by 21S Ingénierie
Cegid Mauritius Ltee
Company held by ASPX
Cemagid SAS
Company held by Cegid hk ltd
Cegid Software LTD
China
Shenzhen
Full: Full consolidation/EQ: Equity-accounted
Internal reorganization and changes in scope
(1)
(2)
Informatique & Communications was sold as of January 1, 2013.
Cegid Licenciamento de Software (Brazil) was formed as of May 1, 2013.
123
4. Notes to the balance sheet
4.1 CHANGES IN NON-CURRENT ASSETS
4.1.1 Goodwill
Changes during the period concerning the three Cash Generating Units broke down as follows:
(In €000)
Cegid
(1)
Quadratus
Cegid Public
Total
(1)
12/31/11
12/31/12
167,060
170,803
16,242
16,242
9,795
9,887
193,097
196,932
Reclassifications
Increases
-2,673
Decreases
-1,518
12/31/13
166,612
16,242
9,887
-2,673
-1,518
192,741
he reclassification came about mainly because the valuation of assets acquired and liabilities assumed was finalized. Decreases correspond to
T
adjustments for earn-outs and disposals.
Goodwill and intangible assets with indefinite useful lives acquired in business combinations broke down as follows:
(In €000)
Cegid
Brands
Customer relationships
1,000
10,423
900
3,237
9,887
1,900
13,660
192,741
Quadratus
Cegid Public
Goodwill
166,612
16,242
4.1.2 Impairment tests
As part of the work carried out on impairment testing, Accuracy was appointed as an independent expert to assist Cegid
in determining the weighted average cost of capital (WACC).
A key element of the WACC, which was 7.8% as of December 31, 2013 (7.8% as of December 31, 2012), is the market
risk premium appropriate to the Group’s economic and financial profile, determined as of December 31, 2013 using
adjusted historical data.
The growth rate beyond the forecast period (perpetual growth rate) was 2%, identical to the rate as of December 31, 2012.
The impairment tests performed showed that recoverable amounts were higher than the carrying amount of the assets
tested.
A combined change of +/-1% in the main assumptions on which the calculations were based (discount rate and
perpetual growth rate) would not give rise to an impairment loss.
The impairment test carried out at the 2013 fiscal year end showed that if the margin on ordinary activities in the last year
of the forecast period were reduced by 0.5%, no impairment provision would be required. For the least significant Cash
Generating Unit, a perpetual growth rate of 0.75%, considered by Cegid to be the lowest rate possible given the Group’s
profile, or a WACC of 10%, would be required to bring recoverable amounts down to carrying amounts.
124
4.1.3 Intangible assets
Changes during the period broke down as follows:
(In €000)
Development costs
Concessions, patents
Customer
relationships
and brands
Other intangible
assets
Gross amounts
Changes
in scope
12/31/11
12/31/12
Reclassifications
Increases
Decreases
12/31/13
285,824
312,436
284
31,959
-3,032
341,647
7,367
12,326
-1,190
2,890
-2
14,024
12,437
12,887
2,673
757
278
-284
1,483
15,560
246
-74
166
306,386
337,928
35,095
-3,108
371,398
-224,258
-247,939
-30,980
2,800
-276,119
Concessions, patents
-5,665
-6,849
-1,425
2
-8,272
Other intangible
assets
-3,278
-4,147
-1,062
11
-5,198
-233,201
-258,936
-33,467
2,813
-289,590
73,184
78,992
1,628
-295
81,808
Development costs
Amortization
Net intangible
assets
1,483
4.1.4 Property, plant & equipment
(In €000)
12/31/11
12/31/12
14,671
11,917
9,640
9,907
Gross amounts
24,311
21,824
Technical facilities,
equipment and
industrial supplies
-10,857
Technical facilities,
equipment and
industrial supplies
Other property, plant
& equipment
Other property, plant
& equipment
Depreciation
Net property,
plant & equipment
Changes
in scope
Reclassifications
1,190
Increases
Decreases
12/31/13
1,247
-2,146
12,208
1,176
-818
10,265
2,423
-2,964
22,473
-11,131
-1,006
1,866
-10,271
-6,720
-7,385
-632
757
-7,260
-17,576
-18,515
-1,638
2,623
-17,530
6,735
3,309
785
-341
4,943
1,190
1,190
125
4.1.5 Investments and other financial assets
(In €000)
12/31/11 12/31/12
Equity investments
Changes in
scope
Reclassifications
Increases
Decreases
12/31/13
102
98
200
792
792
420
1,212
Other non-current
investments
182
180
Impairment losses
Equity investments
and related
receivables
-294
-592
Total financial
investments (1)
680
482
Deposits and
guarantees
555
Loans
Impairment losses on
loans, deposits and
guarantees
Loans, deposits
and guarantees
(1)
-57
200
378
-649
-2
1,141
563
34
-75
522
1,028
1,153
142
-37
1,258
-107
-154
-34
41
-147
1,475
1,561
142
-71
1,632
402
490
2,557
2,533
-200
77
680
367
-73
3,140
Financial investments broke down as follows:
(In €000)
12/31/13
Equity investments (1)
200
12/31/12
102
1,212
792
-649
-590
Total
763
304
Other investments
380
180
Impairment losses
-2
-2
378
178
Total financial investments
1,141
482
Impairment losses
(1)
-2
461
Other financial assets
Net non-current
financial assets
200
Includes the unconsolidated shares of Cegid Holding BV, a subsidiary of Cegid Group and Cegid SA, formed in October 2013.
4.1.6 Equity-accounted subsidiaries
Cemagid (formerly Comptanoo), the only company accounted for by the equity method in 2013, posted sales of €1,011
thousand and a net loss of €365 thousand for the year. Its balance sheet as of December 31, 2013 was as follows:
- Balance sheet total: €1,127 thousand,
- Non-current assets: €760 thousand
- Current assets: €367 thousand
- Total shareholders’ equity: €-2,953 thousand,
- Total liabilities and provisions: €4,080 thousand
126
(In €000)
Opening balance
12/31/13
12/31/12
12/31/11
-454
765
1,102
Dividends
Reclassification of goodwill (1)
920
Reduction in earn-out
-267
Changes in scope
-5
Share in net income of equity-accounted subsidiaries (2)
Closing balance
(1)
(2)
-185
-1,214
-337
15
-454
765
The reclassification relates to the initial recognition of goodwill.
The share in income for fiscal 2012 includes a write-down of deferred taxes of €626 thousand recognized when Comptanoo was acquired. The amount
as of the closing date on December 31, 2012 was recognized in non-current provisions.
4.2 CHANGES IN CURRENT ASSETS
4.2.1 Changes related to impairment of current assets
(In €000)
12/31/11
Inventories and work-in-progress
Trade receivables and similar
accounts
Changes
in scope
Increases
Decreases
12/31/13
8
5
5
8,320
9,376
4,883
-3,391
10,868
4,888
-3,391
10,921
Other receivables
Total
12/31/12
44
44
8,371
9,424
10
44
4.2.2 Cash and cash equivalents
(In €000)
12/31/13
12/31/12
12/31/11
Cash
5,883
3,061
1,465
Total
5,883
3,061
1,465
4.3. FINANCIAL INSTRUMENTS
4.3.1 Fair value of financial instruments
In accordance with the requirements of IFRS 7, paragraph 27b, the tables below present the three methods used to
determine the fair value of financial instruments:
- Method 1: fair value based on published price quotations in active markets,
- Method 2: fair value based on price quotations on observable markets,
- Method 3: fair value based on unobservable markets.
Financial assets (in €000) as of 12/31/2013
Carrying value
Method
563
1
Other non-current financial assets
578
3
5,883
1
Cash equivalents
1
Cash
Financial liabilities (in €000) as of 12/31/2013
7,024
Carrying value
Acquisition-related debt
670
Financial liabilities measured at fair value
670
2
127
Financial assets (in €000) as of 12/31/2012
Carrying value
Method
304
1
380
3
3,061
1
Cash equivalents
1
Cash
3,745
Financial liabilities (in €000) as of 12/31/2012
4,327
Financial liabilities measured at fair value
4,327
(in €000) as of 12/31/2013
Carrying
value
Financial assets
at fair value
through profit
or loss
2
Available-for-sale
assets
Investments in unconsolidated
companies
200
200
563
563
745
381
Loans
Deposits and guarantees
Other non-current receivables
Trade accounts receivable
1,258
374
374
1,289
63,159
63,159
6,318
5,883
5,883
79,789
5,883
Carrying
value
364
1,289
Cash
Medium-term line of credit
Loans and
receivables
1,258
Other short-term receivables
Financial assets
6,318
Financial
liabilities at fair
value through
profit or loss
59,870
1,144
Debt at
amortized cost
72,762
Other
liabilities
59,565
670
Trade payables
21,843
21,843
54,996
Derivative
instruments
305
670
Current financial liabilities
128
Carrying value
54,996
693
693
138,072
693
59,565
77,509
305
(in €000) as of 12/31/2012
Carrying
value
Financial assets
at fair value
through profit
or loss
Available-for-sale
assets
Investments in unconsolidated
companies
102
102
202
202
668
380
Loans
Deposits and guarantees
Trade accounts receivable
Loans and
receivables
1,152
288
1,152
409
409
2,702
2,702
62,532
62,532
Other short-term receivables
9,426
9,426
Cash
3,061
Assets held for sale
Financial assets
320
80,574
Carrying
value
3,061
320
3,061
Financial
liabilities at fair
value through
profit or loss
1,004
Debt at
amortized cost
69,224
76,509
Other
liabilities
68,517
707
4,327
4,327
Trade payables
20,984
20,984
51,874
51,874
Current financial liabilities
2,503
Liabilities held for sale
535
149,447
Derivative
instruments
2,049
454
2,049
68,517
77,639
707
4.3.2 Risk management
In the course of its business, Cegid is exposed to interest-rate, liquidity and credit risks. It is not exposed to any significant
exchange-rate risks.
4.3.2.1 Liquidity risk
The syndicated line of credit entered into in July 2006 matured on June 30, 2013.
As of December 31, 2013, Cegid’s medium-term financial resources were composed of a syndicated line of credit in
the amount of €200 million. This line, granted in November 2010, will reduce to €170 million from July 1, 2014, then to
€140 million from July 1, 2015 and to €100 million from July 1, 2016 until June 30, 2017, following the banks’ consent
that Cegid exercise the agreement’s extension clause.
This line provides a significant drawdown capacity, which the Group can use to finance its investment needs in the years
to come.
Interest is charged at the Euribor rate for the term of the drawdown, plus a margin.
This line provides a greater drawdown capacity, which the Group can use to finance its operating and investment needs
in the years to come.
As of December 31, 2013, Cegid had used €60 million of its drawdown capacity.
The loan agreement includes the customary covenants and clauses regarding accelerated maturity, specifically:
- Borrowings become immediately due and payable upon voluntary or involuntary liquidation,
- Maturity may be accelerated in the event of non-payment of an amount due under one or both of the loan agreements
or in the event of non-payment of a tax or social welfare contribution, unless it has been contested.
Cegid Group must also adhere to the following covenants:
- Consolidated net debt/consolidated shareholders’ equity less than or equal to 1,
- Consolidated net debt/average consolidated EBITDA of the past two years less than or equal to 3.
Compliance with these covenants is calculated at each annual and semi-annual earnings announcement.
As of December 31, 2013, the Group was in compliance with these provisions.
129
Undiscounted financial assets and liabilities broke down as follows, by maturity:
(In €000) as of 12/31/2013
1 year or
less
1 to 5 years
1,289
Financial assets
1,289
60,000
394
276
394
60,276
(In €000) as of 12/31/2012
more than
5 years
1 year or
less
1 to 5 years
more than
5 years
2,702
Financial assets
2,702
69,000
2,999
1,373
2,999
70,373
4.3.2.2 Credit risks
Commercial credit risks
The Group’s Finance department has implemented a system for managing commercial credit risks.
This system is centralized and is headed by a dedicated credit management team in charge of analyzing and preventing
customer risk, proposing financing solutions and recovering bad debts.
As of December 31, 2013, the Group’s accounts receivable included more than 22,700 outstanding balances, and no
Group customer invoiced in 2013 represented more than 0.50% of 2013 consolidated sales (0.83% in 2012). The net
amount of receivables more than 60 days past due and unprovisioned was €18.3 million out of a total of €26.3 million.
Signature risk
This risk involves principally transactions related to cash investments. Given the amount of cash investments (none as
of December 31, 2013 and December 31, 2012) and the nature of the investment vehicles, this risk was not significant
(see Notes 4.3. and 2.3).
4.3.2.3 Market and interest-rate risks
Cegid has access to medium-term financing (syndicated lines of credit) which carry interest at rates based on Euribor,
and it invests its available cash in investments that earn interest at variable short-term rates (Eonia and Euribor).
In this context, the Group is exposed to changes in variable rates and examines this risk regularly.
To this end, Cegid Group has implemented the following two hedge agreements:
- Swap against one-month Euribor 0.79%, start January 31, 2013 for a term of four years, on a notional amount of €20
million, at maturity,
- Zero-premium collar, floor 1.30%, Cap 3.325%, start June 30, 2011 for a term of three years, on a notional amount of
€20 million, at maturity.
These hedges on a total of €40 million represented around two-thirds of the amount drawn down (€60 million) as of
December 31, 2013.
Given these hedges, an increase in interest rates of 1%, at constant debt levels, would lead to an increase in interest
expense of around €0.3 million (€0.3 million in 2012).
130
4.4 OTHER CHANGES
Breakdown of deferred tax assets and liabilities
(In €000)
12/31/12
Deferred tax assets (1)
2,196
Deferred tax liabilities
5,482
(1)
Other changes
Impact on
earnings
1,053
12/31/13
-50
2,146
-1,370
5,165
Including a tax asset of €2,150 thousand relating to 21S Ingénierie’s losses recoverable in the medium term given that the company’s assets are
operated under a lease-management agreement.
As of December 31, 2013, unrecognized tax assets totaled €3,094 thousand for foreign subsidiaries (€138 thousand
for French subsidiaries and €2,872 thousand for foreign subsidiaries as of December 31, 2012).
(In €000)
12/31/11
Other changes
Impact on
earnings
12/31/12
Deferred tax assets
2,221
51
-76
2,196
Deferred tax liabilities
5,436
-287
333
5,482
4.5 NOTES TO SHAREHOLDERS’ EQUITY
4.5.1 Share capital
Changes in share capital and share premium during fiscal years 2011, 2012 and 2013 were as follows:
Number of shares
Par value (in €)
Share capital (in €)
Share premium (in €)
As of 12/31/2011
9,233,057
0.95
8,771,404
95,241,125
As of 12/31/2012
9,233,057
0.95
8,771,404
95,241,125
As of 12/31/2013
9,233,057
0.95
8,771,404
95,241,125
Cegid aims to ensure the company’s future development and to preserve investor and market confidence. Its objective is
to maintain a balance between financial debt and shareholders’ equity by keeping the debt-to-equity ratio below 100%.
As of December 31, 2013, employees held around 1.6% of the share capital. Cegid aims to increase this percentage,
via the employee savings plan and by regular stock option purchase plans and/or bonus share plans.
The Group repurchases its own shares on the market (491,374 shares held in treasury as of December 31, 2013):
- 404,908 Cegid Group shares are held to meet the exercise of 400,000 redeemable share warrants (BAARs) (see
Note 2.12),
- As part of the share buyback program, on September 10, 2012 Cegid Group mandated CM-CIC Securities to
purchase its shares. As of December 31, 2012, 74,606 Cegid Group shares had been acquired under this mandate
for a total of €1,090,179.52.
- As part of the liquidity contract, 11,860 shares were held as of December 31, 2013 (see "Purchase and/or sale by the
Company of its own shares" in the Management Report).
An annual report on the liquidity contract was made available online on January 6, 2014.
4.5.2 Reserves
Cegid’s undistributed consolidated reserves totaled €69,279 thousand as of December 31, 2013.
131
4.5.3 Earnings per share
Earnings per share, calculated on the average number of shares, are presented as follows:
2013
2012
2011
Number of shares at end of period
9,233,057
9,233,057
9,233,057
Average number of shares during the period
8,736,948
8,802,393
8,807,171
491,374
496,143
429,442
18.77
12.61
16.18
2.15
1.43
1.84
2.15
1.43
1.84
Number of shares held in treasury at end of period
Consolidated net income
Net income attributable to parent company shareholders (in €M)
Earnings per share attributable to parent company shareholders (in €)
(1)
Fully diluted earnings per share attributable to parent company shareholders (in €) (2)
(1)
(2)
Based on the average number of shares outstanding (excl. treasury shares).
Based on the average number of shares outstanding plus the number of shares to be issued (excl. treasury shares). Only potentially dilutive shares enter
into the calculation.
4.5.4 Dividend per share
The amount distributable on 2013 earnings totaled €3,764 thousand.
2013 (1)
2012
2011
Total net dividend (€M)
10.16
9.70
9.70
Net dividend per share (€)
€1.10
€1.05
€1.05
(1)
dividend on 2013 earnings of €1.10 per share will be proposed to shareholders at their Annual Meeting on May 12, 2014, totaling €10,156 thousand
A
before taking into account treasury shares.
4.6 PROVISIONS
4.6.1 Non-current provisions
Provisions for pension obligations and employee benefits (in €000)
Present value of commitments at start of period
12/31/13
12/31/12
12/31/11
13,103
10,403
9,444
-22
261
Financial costs
390
438
415
Current service costs
747
618
644
-220
-197
-381
14,020
Changes in scope
Amortization of unrecognized past service costs
Benefits paid during the period - long service awards
Projected present value of commitments at end of period
69
11,240
10,452
Actuarial gains and losses/experience adjustments
-5
-49
Actuarial gains and losses/changes in assumptions
1,598
Impact of IAS 19 amendment
Projected present value of commitments at end of period
270
14,020
13,103
10,403
The amount of these commitments is calculated on the basis of current salaries and is equal to the amounts that will be
paid to employees at the time of voluntary retirement, weighted by the following coefficients:
- Expected salary increases of 2%,
- Retirement age (currently set at 65),
- Changes in the workforce, estimates of which are based on projected life-expectancy tables published by INSEE and
on staff turnover based on statistical observations,
- The discount rate (the 10-year benchmark rate for top-ranked companies in the euro zone) was 3.00% as of
December 31, 2013 (3.00% as of December 31, 2012) for this assumption, which is considered as significant, since
a 1% change in the discount rate has an impact of 14% on the commitment.
The provision includes employment taxes of 45%.
132
4.6.2 Current provisions
(In €000)
12/31/11
12/31/12
Increases
Used
decreases
Unused
decreases
12/31/13
Labor disputes
3,207
1,935
1,629
-312
-342
2,910
Customer disputes
2,616
2,872
690
-1,018
-657
1,887
364
364
Reorganization plans
Other
Total
364
197
547
426
-180
-30
763
6,383
5,717
2,745
-1,510
-1,029
5,923
4.7 BREAKDOWN OF LIABILITIES BY MATURITY
The breakdown of debt and other liabilities by maturity was as follows:
(In €000)
12/31/13
1 year or less
Financial debt
60,563
693
Trade payables
21,843
21,843
47,737
47,737
Payables related to acquired property, plant & equipment
Total
(In €000)
3,621
3,345
14,426
14,426
148,190
88,044
12/31/12
1 year or less
Financial debt
71,727
2,503
Trade payables
20,984
20,984
44,908
44,908
Payables related to acquired property, plant & equipment
Total
4,327
2,954
16,407
16,407
158,353
87,756
1 to 5 years
more than
5 years
59,870
276
60,146
1 to 5 years
more than
5 years
69,224
1,373
70,597
133
5.1 BREAKDOWN OF SALES
5.1.1 By type of business
(In €000)
2013
2012
2011
SaaS
38,024
26,855
19,903
Licenses
33,690
32,931
39,018
101,170
100,990
99,765
5,143
5,431
6,574
178,027
166,207
165,260
Maintenance
Other
Total Software and software-related
services (SSRS)
Professional services
Total SSRS and professional services
Hardware distribution and other
Total
55,603
60,159
66,980
233,630
226,366
232,240
26,303
31,741
31,574
259,933
258,107
263,814
5.1.2 By industry segment
(In €000)
2013
Accounting profession and small companies
2012
2011
100,045
100,226
101,324
Mid-market and groups
67,067
65,987
72,500
Vertical markets
73,362
73,295
67,351
Public sector
16,778
15,566
19,983
Miscellaneous
2,681
3,033
2,656
259,933
258,107
263,814
TOTAL
5.2 PERSONNEL COSTS
On September 6, 2010, Cegid Group issued 400,000 redeemable share warrants (BAARs) to 86 employees, managers
and executive officers of the Company and of certain subsidiaries.
Based on the terms of the issue and the conditions for exercising the BAARs, as described in the prospectus (note
d’opération, AMF visa no. 10-302), no employee benefit was recognized.
At their October 29, 2012 General Meeting, shareholders modified the characteristics of the warrants. The estimated
benefits from this transaction have been recognized in personnel costs.
Bonus share plan
At its meeting of July 25, 2012, the Board of Directors implemented three Cegid Group bonus share plans. The estimated
benefit arising from this transaction (€715 thousand) has been recognized in personnel costs.
(In €000)
Date plans implemented
Number of bonus shares (1)
Fair value of shares
Expense for the period
(1)
134
See Note 2.12.
Plan 1 July 2012
Plan 2 July 2012
Plan 3 July 2012
07/25/2012
07/25/2012
07/25/2012
15,629
7,274
24,487
12.07
12.07
12.07
241,995
113,238
359,248
5.3 OTHER OPERATING INCOME AND EXPENSE
(In €000)
Impact of reorganization plans
2013
2012
2011
2,407
(1)
Impact of earn-outs
209
Sale of businesses
204
Other operating income
413
534
127
Impact of reorganization plans (1)
2,407
661
-2,057
-1,378
Impact of earn-outs
-119
Sale of businesses
-670
-323
-127
Other operating expense
-789
-2,380
-1,505
(1)
In 2012, primarily a provision for VCS Timeless disputes.
5.4 NET FINANCIAL EXPENSE
(In €000)
2013
2012
Financial income from equity investments
2011
15
24
24
6
27
42
32
76
59
Other financial income
269
120
66
Financial income
322
252
191
-1,397
-1,215
-1,484
-46
-91
-91
Financial provisions
-919
-906
-415
Other financial expense
-170
-118
-25
Financial expense
-2,532
-2,330
-2,015
Net financial expense
-2,210
-2,077
-1,824
Income from investments
Income related to discounting
Write-back of financial provisions
5
Interest expense on loans and other borrowings
Expense related to discounting
5.5 TAXES
5.5.1 Breakdown of taxes
(In €000)
Current tax
Deferred tax
TOTAL
2013
2012
2011
-11,119
-5,711
-8,511
1,320
-1,147
-1,367
-9,800
-6,858
-9,878
5.5.2 Tax reconciliation
The amount of the Group’s income tax expense is different from the theoretical amount that would be derived from
applying the weighted average of the tax rates applicable to the consolidated companies because of the following items:
(In €000)
2013
%
2012
%
20,679
2011
%
Pre-tax income
28,758
Theoretical tax (1)
-9,901
34.43%
-7,120
34.43%
26,392
-9,527
36.10%
Effect of permanent differences
-302
1.05%
-348
1.68%
-295
1.12%
Losses of foreign subsidiaries
-241
0.84%
71
-0.34%
-196
0.74%
17
-0.06%
Use of tax-loss carryforwards
Tax credits
154
-0.54%
236
-1.14%
324
-1.23%
Rate effects and miscellaneous
490
-1.70%
303
-1.47%
-201
0.76%
(1)
he theoretical rate for 2011 includes the extraordinary contribution of 5%, implemented on January 1, 2011. The Group was not subject to this
T
contribution in 2012 and 2013.
135
6. Employees
The average number of employees in the Group broke down as follows:
2013
Management level
2011
1,297
1,349
1,352
791
802
802
2,088
2,151
2,154
Non-management level
Total
2012
As of December 31, 2013 employees were distributed among Group companies as follows:
2013
Cegid
(1)
Quadratus
Cegid Public (formerly Civitas)
(2)
2012
2011
1,645
1,709
1,784
171
171
159
156
157
185
Informatique et Communications (3)
5
21S (4)
TDA International
12
15
Cegid Corporation
10
5
5
Cegid Iberica
8
9
9
Cegid Italia
6
6
7
Cegid Ltd
14
11
10
Cegid Software
17
17
15
Cegid Mauritius
9
9
7
Cegid Portugal
15
15
Cegid Tunisia
12
11
Cegid Brazil
2
Total - companies
Cemagid (formerly Comptanoo) (5)
Total - Group
136
5
6
2,077
2,140
2,192
11
15
13
2,088
2,155
2,205
(1)
In 2011, Cegid’s employee numbers included the employees of Innov’Adhoc, integrated into the Group as of March 1, 2011, and whose assets and
liabilities were transferred to Cegid SA on the same date. They also included the employees of Axeteam, whose assets and liabilities were transferred to
Cegid SA as of December 31, 2011. In 2013, Cegid SA’s employee numbers reflected the sale of the Atalante and Isoflex businesses (4 employees).
(2)
In 2011, the employees of Cegid Public (formerly Civitas) included those of the GVI group, whose assets and liabilities were transferred to Cegid Public
as of May 31, 2011.
(3)
Informatique & Communications was sold in January 2013.
(4)
In 2012, the staff of 21S were transferred to Quadratus when 21S entered into a lease-management agreement with Quadratus.
(5)
Cemagid (formerly Comptanoo) has been accounted for by the equity method since January 1, 2009.
7. Off-balance-sheet commitments
7.1 Commitments received
Commitments received in connection with acquisitions
(In €000)
1 year or less
1 to 5 years
Commitments subject to
limitations received as asset
and liability guarantees
more than 5 years
2,800
Guarantees received as part of
company acquisitions
150
100
Bank lines of credit
Credit lines in €M until
06/30/14
Drawdown authorizations on 2010 line of credit
06/30/15
200,000
Of which utilized as of 12/31/2013
170,000
06/30/16
06/30/17
140,000
100,000
60,000
7.2 COMMITMENTS GIVEN
These commitments broke down as follows:
Commitments given in connection with leases:
(In €000)
1 year or less
Bank guarantees
Commitments related to leases (1)
(1)
1 to 5 years
more than 5 years
Total 2013
715
866
2,867
4,448
16,876
56,562
17,048
90,486
Bank guarantees were principally guarantees given to cover commercial leases.
Lease commitments pertain to:
- Rent on the Group’s 44 sites (29 in France). The main commitments are on rents for the head office,
- Long-term leases on vehicles and computer hardware,
- Leases on intangible assets,
- The virtual infrastructure (cloud) agreement with IBM.
Commitments given in connection with bank loans
As indicated in Note 4.3.2, the Group has certain financial resources granted by banks.
The syndicated loan agreements include the customary covenants and clauses regarding accelerated maturity,
specifically:
- Borrowings become immediately due and payable upon voluntary or involuntary liquidation,
- Maturity may be accelerated in the event of non-payment of an amount due under one or both of the loan agreements
or in the event of non-payment of a tax or social welfare contribution, unless it has been contested,
- Commitment to adhere to the following covenants:
- Consolidated net debt/consolidated shareholders’ equity less than 1,
- Consolidated net debt/average consolidated EBITDA of the past two years less than 3.
Compliance with these covenants is calculated at each annual and semi-annual earnings announcement.
The Group is currently in compliance with these covenants and intends to remain so.
137
7.3 OTHER COMMITMENTS
Individual rights to training
The law of May 4, 2004 (no. 2004-391) on professional training instituted an individual right to training for employees
on permanent contracts, totaling 20 hours p.a. Individual training rights can be accumulated over a period of six years
and are limited to 120 hours.
In accordance with the CNC’s urgent issues committee’s opinion no. 2004 of October 13, 2004, training is not
provisioned and is disclosed as follows:
Rights
acquired as
of 01/01/13
Rights (in hours)
Unused
rights as of
12/31/13
2013 change
204,730
-15,455
189,275
8. Related-party disclosures
8.1 TRANSACTIONS WITH RELATED PARTIES
For 2013, details of the relationship between Cegid Group and ICMI (52 quai Paul Sédallian, 69009 Lyon) and its
subsidiaries and principal executives, as well as with Groupama (8-10 rue d’Astorg, 75008 Paris) and its subsidiaries
were as follows:
(In €000)
2013
2012
2011
Trade receivables (gross)
154
202
250
Operating liabilities
648
741
671
(In €000)
2013
Executive Management fees
2012
-3,176
Other external expenses
2011
-2,766
-2,952
-537
-139
-257
-3,714
-2,905
-3,208
Overheads
481
434
408
Operating revenue
481
434
408
Operating expenses
8.2 BENEFITS GRANTED TO EXECUTIVES
The executives include the members of the Board of Directors (12 members as of December 31, 2013) and the
Management Committee (13 members as of December 31, 2013).
(In €000)
2013
2012
2011
Benefits granted to executives
Short-term benefits (1)
Post-employment benefits
2,392
2,722
2,159
80
85
64
217
80
Other long-term benefits
Share-based payments
(1)
Short-term benefits include fixed and variable compensation, collective performance bonuses, profit-sharing, benefits in-kind and director’s fees.
Jean-Michel Aulas and Patrick Bertrand have been paid by ICMI since 1999. As such, they receive most of their
compensation from ICMI. Separately, ICMI invoices Cegid Group for management assistance services.
138
9. Fees paid to the Statutory Auditors of Group companies
GRANT THorNTON
Amount
(in €000)
N
MAZARS
Amount
(in €000)
In %
N-1
N
N-1
N
OTHER AUDITORS
Amount
(in €000)
In %
N-1
N
N-1
N
In %
N-1
N
N-1
Audit
Auditing of consolidated
and parent company
- Issuer
80
85
44%
49%
80
85
41%
46%
- Fully consolidated
subsidiaries
92
87
51%
51%
111
98
57%
54%
34
28
100%
100%
100%
34
28
100%
100%
Other services provided
by the networks
Total
8
181
5%
172
100%
3
100%
194
2%
183
100%
10. Significant events subsequent to closing
None.
139
2013 consolidated financial statements
In compliance with the assignment you entrusted to us at your Shareholders’ Meeting, we hereby report to you for the
year ended December 31, 2013, on:
- our audit of the consolidated financial statements of Cegid Group SA, as attached to this report,
- the basis for our assessment,
- specific verifications pursuant to law.
These consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion
on these financial statements based on our audit.
I - OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS
We conducted our audit in accordance with professional standards applicable in France. These standards require that
we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. An audit consists of examining, on a test basis, or by other selection methods, the
evidence supporting the information contained in these financial statements. It also consists of assessing the accounting
principles applied, the significant estimates used in preparing the financial statements and their overall presentation. We
believe that the information we have collected is sufficient and appropriate to form a basis for our opinion.
We hereby certify that the consolidated financial statements provide a true and fair view of the assets and liabilities,
financial position and results of operations of the group of companies included in the consolidation, in accordance with
IFRS as adopted by the European Union.
II - BASIS FOR ASSESSMENT
In accordance with the provisions of Article L.823-9 of the French Commercial Code on the justification of our
assessments, we draw your attention to the following items:
Asset impairment tests
At each balance sheet date, the Group systematically tests goodwill and assets with an indefinite useful life for
impairment and also evaluates whether there are indications of a loss in the value of long-term assets, in accordance
with the methods described in Note 2.3 and Note 4.1.2 to the financial statements. We examined the methods used for
implementing these impairment tests, as well as the projected cash flows and assumptions used, and verified that the
information in the financial statements provided appropriate disclosures in this regard.
Development costs
Note 2.1.4 to the financial statements describes the accounting rules and methods for recognizing development costs.
As part of our assessment of the accounting principles applied by the Group, we reviewed the procedures for capitalizing
development costs, as well as those for amortizing these costs. We also examined the procedures for verifying their
recoverable value, either by assessing projects individually if there is an indication that the asset may be impaired,
or together as part of the asset impairment test. We have obtained assurance that Note 2.1.4 provides appropriate
disclosures.
The assessments were made in the context of our audit of the consolidated financial statements taken as a whole, and
therefore contributed to the opinion expressed in the first part of this report.
III - SPECIFIC VERIFICATION
In accordance with professional standards applicable in France, we have also verified the information related to the
Group, as provided in the management report.
We have no comment regarding the accuracy of this information or its consistency with the consolidated financial
statements.
The Statutory Auditors
Mazars
140
Christine Dubus
Grant Thornton
Thierry Chautant
2013
parent
company
financial
statements
PARENT COMPANY FINANCIAL STATEMENTS
Income statement
Balance sheet – Assets
Balance sheet – Liabilities and shareholders’ equity
Cash flow statement
1. Significant events
2. Accounting principles and methods
3. Notes to the balance sheet - Assets
4. Notes to the balance sheet – Liabilities and shareholders’ equity
6. Miscellaneous notes
2013 parent company financial statements / Income statement
(In €000)
Fees and other re-invoiced items
2013
% sales
4,916
100%
Total sales
4,916
External expenses
4,648
2012
% sales
Change
4,865
100%
NS
100%
4,865
100%
0%
95%
4,255
87%
8%
Taxes other than income taxes
37
1%
36
1%
2%
Salaries
60
1%
60
1%
-1%
Employment taxes
21
0%
32
1%
-35%
20%
Other expenses
145
3%
120
2%
4,912
100%
4,503
93%
8%
4
0%
361
7%
-99%
Financial income
5,225
106%
5,387
111%
Financial expense
1,370
28%
1,462
30%
Net financial income
3,855
78%
3,925
81%
Pre-tax income
3,859
78%
4,287
88%
Extraordinary gains
1,936
39%
Total expenses
Operating income
Extraordinary losses
11%
778
16%
2,310
47%
Net extraordinary items
1,158
24%
-2,310
-47%
Corporate income tax
1,253
25%
-1,174
-24%
-206%
3,764
77%
3,151
65%
18%
145
2013 parent company financial statements / Assets
(In €000)
Gross
12/31/2013
Amortization and
provisions
Net
12/31/2013
Net
12/31/2012
Equity investments and related receivables
Non-current assets
145,809
11,856
133,953
133,939
9,528
357
9,171
7,642
567
27
540
475
155,904
12,240
143,664
142,056
1,931
1,931
1,912
20
20
7
4
4
Receivables
Trade receivables and similar accounts
Supplier receivables
Social security receivables
Income tax receivable
Sales tax receivable
Intercompany accounts
26
26
218
218
5,707
179
55,565
55,565
64,108
2,114
2,114
124
59,878
59,878
72,037
Cash & cash equivalents
Cash
Current assets
Prepaid expenses
Prepaid expenses
11
Total prepaid expenses
TOTAL ASSETS
146
11
215,782
12,240
203,543
214,105
2013 parent company financial statements / Liabilities and shareholders’ equity
(In €000)
Share capital
Share premium
Legal reserve
Net 12/31/2013
Net 12/31/2012
8,771
8,771
96,154
96,154
877
877
Regulated reserve
18
18
Retained earnings
8,834
14,858
3,764
3,151
Regulated provisions
275
215
118,692
124,044
Provision for contingencies
949
230
Provisions for contingencies and losses
949
230
60,336
69,246
21
296
20,451
18,603
1,401
1,135
Total shareholders' equity
Borrowing and other liabilities due to credit institutions
Borrowings
Overdrafts, bank facilities
Borrowings and miscellaneous financial liabilities
Intercompany accounts
Accounts payable and similar accounts
Personnel
4
4
Employment taxes payable
4
16
Income tax payable
Sales tax payable
Other taxes and social security liabilities
1,203
180
216
8
8
145
184
Other liabilities
149
123
83,902
89,831
203,543
214,105
Total liabilities
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
147
2013 parent company financial statements / Cash flow statement
(In €000)
2013
Net income
2012
3,764
3,151
Net amortization & provisions
-256
596
elimination of non-cash income and expenses
-136
9
Cash flow from operating activities
3,372
3,756
Change in working capital requirement
1,277
1,157
Net cash from operating activities
4,649
4,913
-17
-299
Capital gains or losses
Acquisition of non-current financial assets
Acquisition of securities
-400
Sale of securities
Net cash from investing activities
Dividends paid to shareholders
-417
-299
-9,175
-9,252
60,000
69,000
-69,000
-64,000
9,064
-4,172
-9,111
-9,514
Acquisition of treasury shares
-1,090
New borrowings
Repayment of borrowings
Other changes in long-term debt
Net cash from financing activities
Opening cash and cash equivalents
-13,371
-8,471
Net change in cash and cash equivalents
-4,879
-4,900
-18,250
-13,371
Cash and cash equivalents included intercompany accounts with credit balances of €20,344 thousand as of 12/31/2013
(€13,199 thousand as of 12/31/2012).
As of December 31, 2013, Cegid Group had an undrawn, €140 million medium-term line of credit.
Detail of cash and cash equivalents (in €000)
Cash
2012
2,114
124
-21
-296
Intercompany accounts, credit balances (1)
-20,343
-13,199
Total cash and cash equivalents
-18,250
-13,371
Overdrafts, bank facilities
(1)
148
2013
Including intercompany accounts except those related to tax consolidation.
Parent company
Cegid’s 2013 consolidated financial statements were
approved by the Board of Directors on March 5, 2014.
1. Significant events
1.1 Better fortunes clause
In October 2012, Cegid Group authorized a waiver of
a shareholder loan to its subsidiary Cegid Public. The
loan waiver, recognized in the 2012 financial statements,
totaled €2 million. As of 31 December 2013, Cegid Public
had generated sufficient earnings to be able to repay €1.8
million of the loan.
1.2 Employees’ share in Cegid Group’s
capital
Bonus share plan
Each of the plans will have specific grant criteria linked
to presence and/or Group performance. A specific report
will be presented to shareholders at their Annual Meeting
called to approve the financial statements for the period
ending December 31, 2013.
2. Accounting principles and methods
2.1 General principles
The financial statements for fiscal year 2013 have been
prepared in accordance with the standards defined by the
1999 chart of accounts. General accounting conventions
were applied in accordance with the following basic
assumptions:
- Continuity of operations,
- Consistency of accounting methods from one fiscal year
to the next,
- Independence of fiscal years.
150
The valuation method generally used was the historical
cost method.
2.2 Non-current financial assets
Equity investments
Equity investments are valued at their historical acquisition
cost, which includes fees related to the acquisition.
A provision for impairment is recognized on equity
investments whose valuation, based on the following
criteria, is less than the balance sheet value:
- value-in-use based on the subsidiary’s re-estimated net
asset value and expected profitability (discounted cash
flow method),
- value based on recent transactions involving companies
in the same sector.
However, a provision for impairment is recognized only
if the company has achieved a normal pace of operation
(new company), or if the integration phase into Cegid
Group has been completed (acquisition).
Costs related to acquisitions that are incorporated into
equity investments are subject to special straight-line
amortization over five years.
Liquidity contract
Items held in connection with the liquidity contract are
recorded as non-current financial assets:
- Treasury shares,
- Liquidity (cash and marketable securities),
- Other receivables.
Treasury shares
These shares are valued based on the average quoted
price during the last month of the reporting period. A
provision for impairment is recognized on treasury shares
if the average quoted price during the last month of the
fiscal year is less than historical cost.
2.3 Receivables
Receivables are valued at their face value.
An impairment loss is recognized if the valuation at the
closing date is less than the carrying value.
2013 financial statements
2.4 Cash and cash equivalents
Cash and cash equivalents include cash on hand and in
bank current accounts.
Marketable securities are recognized at acquisition cost.
Mutual funds are valued at the redemption price on the last
trading day of the reporting period.
An impairment loss is recognized if the above methods yield
a value that is less than historical cost. Such impairment
loss is not recognized, however, if the unrealized capital
loss it represents can be offset by unrealized capital gains
on securities of the same type.
In the event that several securities of the same type and
conferring the same rights are sold, the cost basis of the
securities sold is estimated using the "first in/first out"
method.
2.5 Provisions for contingencies and
losses
These provisions are recognized on a case-by-case basis
after an evaluation of the corresponding contingencies
and losses.
A provision is set up whenever the Company’s governing
bodies become aware of a legal or constructive obligation
resulting from a past event that is likely to result in an
outflow of resources not matched by at least an equivalent
inflow.
2.6 Operating revenue
Operating revenue consists of fees for the use of Cegid
Group’s facilities and brand image. These fees are
calculated based on the sales (excl. VAT) of the operating
subsidiaries.
2.7 Extraordinary items
Extraordinary gains and losses include non-recurring items
as well as items considered extraordinary by their nature
(asset disposals, gain or loss on sale of treasury shares).
151
2013 parent company financial statements / Notes to the financial statements
3. Notes to the balance sheet - Assets
3.1 Non-current assets
(In €000)
12/31/2012
Increases
Decreases
12/31/2013
Non-current financial assets:
- Equity investments
145,792
16
9,539
556
10,095
155,331
573
155,905
- Other non-current investments and financial assets
Gross amounts
145,809
Non-current financial assets:
- Equity investments
- Other non-current investments and financial assets
Amortization
11,854
2
1,421
81
1,117
11,856
385
13,275
83
1,117
12,241
3.2. Maturity of receivables
(In €000)
12/31/2013
1 year or less
1 to 5 years
Current assets and prepaid expenses
57,765
2,842
54,923
Total
57,765
2,842
54,923
more than
5 years
3.3 Receivables included in the balance sheet
Trade receivables and related accounts:
Other receivables:
€921 thousand
€20 thousand
3.4 Prepaid EXPENSES
None.
3.5 Impairment
(In €000)
12/31/2012
Increases
Decreases
13,275
83
1,117
12,241
Total
13,275
83
1,117
12,241
83
1,117
Provisions and reversals: - operating
- financial
- extraordinary
152
12/31/2013
3.6 Asset items – related parties
(In €000)
12/31/2013
Non-current financial assets (gross)
Equity investments and related receivables
Of which related parties
155,904
145,809
145,809
145,809
Other non-current investments (1)
9,528
Non-current receivables from the liquidity contract
567
Impairment on non-current financial assets
-12,240
-11,854
Non-current financial assets (net)
143,664
133,955
57,765
57,478
57,765
57,478
Provision for bad debts
Trade receivables (net)
Prepaid expenses
(1)
Other non-current investments included €8,288 thousand in shares held in treasury.
3.7 Marketable securities
None.
4. Notes to the balance sheet – Liabilities and shareholders’ equity
4.1 Share capital
As of December 31, 2013, Cegid Group’s capital consisted of 9,233,057 shares with a par value of €0.95, totaling
€8,771,404.15.
4.2 Change in shareholders’ equity
Share
capital
(In €000)
Allocation of 2012 net income
8,771
Share
premium
Reserves
Retained
earnings
Net
income for
the year
96,154
895
14,858
3,151
-6,025
-3,151
-9,176
3,764
3,764
(1)
Regulated
provisions
215
Total
124,044
Sale of warrants (BAARs)
Other changes (2)
8,771
96,154
895
8,834
3,764
60
60
275
118,692
According to the allocation of net income and distribution of dividends approved by shareholders at their Ordinary Meeting of May 17, 2013, after
deducting the dividends on shares held in treasury, which were allocated to retained earnings (€519 thousand).
(1) (2)
Change resulting from the special amortization of costs related to the acquisition of Cegid Public and 21S.
4.3 Provisions for contingencies and LOSSES
(In €000)
12/31/2012
Increases
Decreases
12/31/2013
Provisions for contingencies and losses
230
719
949
Total
230
719
949
This provision corresponds to the likely loss due to implementing the bonus share plan.
153
4.4 Accrued expenses included in the
balance sheet
(In €000)
5.2 Financial income and expense
(In €000)
12/31/13
Interest on borrowings
336
Financial income
Trade payables
816
Dividends and other income
from equity investments
8
Other liabilities (director's fees)
150
Total
1,310
4.5 Liability items – related parties
(In €000)
12/31/13
Financial debt
Of which
related parties
80,808
20,451
2,800
285
Miscellaneous liabilities
294
Total
83,902
20,736
12/31/13
1 year
or less
Credit lines
60,357
357
Misc. financial
liabilities
20,451 20,451
Accounts payable
and similar
accounts
Tax and social
security liabilities
Other liabilities
Total
1,401
1,399
Capital gains on sale
of marketable securities
Interest on intercompany
accounts
1 to 5
years
more
than 5
years
3,721
6
366
Reversal of provisions
on treasury shares
1,117
Other financial income
14
TOTAL
Of which
related parties
3,721
366
5,225
4,088
Financial expense
Interest on borrowings, fees
1,252
Impairment of securities
83
Interest on intercompany
accounts
35
Other financial expenses
4.6 Maturity of liabilities
(In €000)
2013
35
1
TOTAL
1,370
35
Net financial income
3,855
4,052
5.3 Extraordinary items
60,000
(In €000)
2013
Of which
related parties
Extraordinary gains
1,401
On operating items (1)
1,936
1,800
Reversals of provisions for
contingencies and losses
1,399
294
149
145
83,902
23,757
60,145
TOTAL
1,936
Extraordinary losses
On operating items
Special amortization and
provisions
Provisions for extraordinary
items
5.1 Breakdown of revenue by type
of business
TOTAL
Net extraordinary items
(1)
(In €000)
Fees for use of Cegid Group's brand
image and facilities
Other re-invoicing
Total
2013
2012
4,624
4,563
292
302
4,916
4,865
60
718
778
1,158
Includes waiver of Cegid Public shareholder loan in the amount of
€1,800 thousand.
5.4 Increases and reductions of future tax
liabilities
(In €000)
Reductions
Corporate
income tax
Amount
8
3
8
3
Provisions not yet deductible
Accrued expenses not yet
deductible (ORGANIC)
Increases
154
5.5 Breakdown of corporate income tax
(In €000)
Pre-tax
income
Tax and
profit-sharing
Net
income
6. Miscellaneous notes
6.1 Commitments
Pre-tax income
3,859
(362)
3,497
Net extraordinary
items
(642)
232
(410)
Cegid Public
shareholder loan
waiver
1,800
(651)
1,149
6.1.2 Commitments received
Tax on dividends
(275)
(275)
Commitments received as asset and liability
guarantees in connection with acquisitions
Impact of tax
consolidation
(197)
(197)
(1,253)
3,764
Net income
5,017
5.6 Tax consolidation
On January 1, 2000, Cegid Group opted for tax
consolidation treatment. The following companies are
included in the tax consolidation group:
- Cegid SA, Siren 410 218 010
- ASPX SARL, Siren 430 048 462
- Cegid Public SA, Siren 384 626 578
- 21S Ingénierie SA, Siren 422 993 428
In 2013, the following companies joined the scope of
consolidation:
- TDA International SASU, SIREN 342 136 041 000 49
- Cegid Academy EURL, SIREN 752 639 955 000 18
Cegid Group is the tax consolidation group’s lead company.
The taxes covered under this system are corporate income
tax and the "social contribution".
According to the terms of the Group’s tax consolidation
agreement, the parent company holds a receivable from
the subsidiary of an amount equal to the tax the subsidiary
would theoretically have had to pay in the absence of
the agreement. The tax savings realized by the group are
recognized by the parent company and recorded as nontaxable income.
Opinion 2005-B issued on March 2, 2005 by the Urgent
Issues Committee concerning the recognition of a provision
at a parent company benefiting from tax consolidation
treatment has no significant impact on Cegid Group’s
financial statements.
Application of the tax consolidation agreement resulted in
a tax consolidation expense of €1,253 thousand in fiscal
year 2013 (including tax on Cegid Group income).
6.1.1 Commitments given
None.
1 to 5
years
more
than
5 years
06/30/14
06/30/15
06/30/16
200,000
170,000
140,000
1 year or
less
(In €000)
Commitments subject to
limitations
850
Bank lines of credit
(in €000) until
Drawdown authorizations
on 2010 line of credit
Of which utilized
as of 12/31/2013
60,000
(in €000) until
06/30/17
Drawdown authorizations
on 2010 line of credit
100,000
As of December 31, 2013, Cegid’s medium-term financial
resources were composed of a syndicated line of credit
in the amount of €200 million. The syndicated line of
credit, granted in November 2010, will be reduced to
€170 million on July 1, 2014, then to €140 million on
July 1, 2015 and to €100 million on July 1, 2016, available
until June 30, 2017, following the banks’ consent that
Cegid exercise the extension clause provided for in the
agreement.
This line provides a significant drawdown capacity, which
the Group can use to finance its investment needs in the
years to come.
Interest is charged at the Euribor rate for the term of the
drawdown, plus a margin.
The syndicated line of credit entered into in July 2006
matured on June 30, 2013.
Interest rate hedging
Cegid is exposed to fluctuations in variable rates and
examines this risk regularly.
To this end, Cegid Group has implemented the following
two hedging agreements:
- Swap against one-month Euribor 0.79%, start
January 31, 2013 for a term of four years, on a notional
amount of €20 million, at maturity,
- Zero-premium collar, floor 1.30%, Cap 3.325%, start
June 30, 2011 for a term of three years, on a notional
amount of €20 million, at maturity.
155
These hedges on a total of €40 million represented around two-thirds of the amount drawn down (€60 million) as of
December 31, 2013.
6.2 Disputes
None.
6.3 Other information: Compensation
For fiscal year 2013, gross compensation paid to members of the governing bodies totaled €120 thousand (directors’
fees).
As CEO of Cegid Group, Patrick Bertrand receives annual gross compensation of €60 thousand.
Jean-Michel Aulas and Patrick Bertrand are employees of ICMI. As such, they receive most of their compensation from
ICMI. Separately, ICMI invoices Cegid Group for management assistance services.
6.4 Fees paid to the Statutory Auditors and members of their networks
(In €000)
GRANT THORNTON
Amount
MAZARS
%
Amount
%
Audit
Auditing of consolidated and parent company
87
100
88
100
87
100
88
100
87
100
88
100
Related assignments
Sub-total
Other services
Total
6.5 Significant events subsequent to closing
None.
156
6.6 Information concerning subsidiaries, equity interests and schedule of securities
held
Group company
Share
capital
Gross
Shareholders’
Percentage carrying
equity before
of capital
amount
earnings
held (%)
of shares
allocation
held
Net
carrying
amount
of shares
held
Outstanding
Sales
Net income
loans and
(excl. VAT) or loss in
advances
of most
most
granted by
recent fiscal recent
the
year
fiscal year
Company
Net
dividends
received by
the
Company
during the
year
48,056,284 216,650,781 12,163,957
3,721,372
1. Subsidiaries (at least 50% of the shares held by the Company)
Cegid SA
52 Quai Paul Sédallian
69 279 LYON cedex 09
Cegid Services SARL
18,606,860
156,019,914
100% 99,509,909 99,509,909
37,365
365,474
1,500,000
20,718,647
100% 18,440,000 18,440,000
1,000,000
5,236,193
100% 10,235,785 10,235,785
250,355
230,559
100% 12,221,429
365,474
-1,557
Quadratus SA
Parc du Golfe Bat. 27/29
350, avenue Gautier
de la Lauzière
13 856 AIX EN PROVENCE cedex 3
26,651,929
6,721,116
6,726,406
16,821,851
858
140,275
198,544
-16,892
Cegid Public SA
Immeuble Le Grand Axe
10-12 bd de l’Oise
95031 Cergy Pontoise cedex
21S Ingénierie
99%
5,392,012
5,392,012
2. Associates (between 10% and 50% of the shares held by the Company)
None
3. General information regarding equity investments not included in 2.
Miscellaneous equity
investments
1,145,314
788,246
4. General information relating to other marketable securities
Liquidity contract
Treasury shares
672,053
672,053
8,287,760
8,287,760
6.7 Related parties
For 2013, details of services rendered between Cegid Group and ICMI (52 quai Paul Sédallian, 69009 Lyon) and its
subsidiaries and principal executives, as well as Groupama (8-10 rue d’Astorg, 75008 Paris) and its subsidiaries were
as follows:
(In €000)
2013
(In €000)
285
2013
Executive Management fees
3,176
Operating expenses
3,176
Overheads
Operating revenue
157
2013 parent company financial statements
In compliance with the assignment you entrusted to us at your Shareholders’ Meeting, we hereby report to you for the
year ended December 31, 2013, on:
- the audit of the annual financial statements of Cegid Group SA, as attached to this report,
- the basis for our assessment,
- specific verifications and information required by law.
The annual financial statements have been approved by the Board of Directors. Our role is to express an opinion on these
financial statements based on our audit.
I - OPINION ON THE ANNUAL FINANCIAL STATEMENTS
We conducted our audit in accordance with professional standards applicable in France. These standards require that
we plan and perform the audit to obtain reasonable assurance about whether the annual financial statements are free
of material misstatement. An audit consists of examining, on a test basis, or by other selection methods, the evidence
supporting the information contained in these financial statements. It also consists of assessing the accounting principles
applied, the significant estimates used in preparing the financial statements and their overall presentation. We believe
that the information we have collected is sufficient and appropriate to form a basis for our opinion.
We certify that the annual financial statements provide, from the standpoint of French accounting rules and principles, a
true and fair view of the results of operations for the fiscal year under review, as well as the Company’s financial position
and assets as of the end of the same year.
II - BASIS FOR ASSESSMENT
In accordance with the provisions of Article L.823-9 of the French Commercial Code on the justification of our
assessments, we draw your attention to the following items:
- Cegid Group SA’s non-current assets mainly include net equity investments amounting to €133,953 thousand as
reported on the year-end 2013 balance sheet. They are valued at their historical cost and written down in particular on
the basis of their value in use, according to the methods described in paragraph 2.2 of the notes.
Using the information communicated to us, we assessed the data upon which these values in use were based. In
particular, we reviewed the present value calculations related to projected profitability and the achievement of objectives,
and we verified the consistency of assumptions with the forecasts deriving from the strategic plans approved by
management.
These assessments form an integral part of our audit of the annual financial statements as a whole, and therefore provide
a basis for the opinion expressed by us in the first part of this report.
III - SPECIFIC VERIFICATIONS AND INFORMATION
We have also performed, in accordance with accounting standards applicable in France, the specific verifications
required by law.
We have no matters to report on the fair presentation of the information provided in the Board of Directors’ management
report and in the documents sent to shareholders concerning the financial situation and annual financial statements, or
the consistency of this information with the annual financial statements.
Concerning the information provided in accordance with the requirements of Article L.225-102-1 of the French
Commercial Code relating to compensation and benefits received by the executive officers and any other commitments
made in their favor, we have verified its consistency with the financial statements, or with the underlying information
used to prepare these financial statements and, where applicable, with the information obtained by your Company
from companies controlling your Company or controlled by it. Based on this work, we certify the accuracy and fair
representation of this information.
As required by French law, we have verified that the information concerning the identity of the shareholders (and holders
of voting rights) has been disclosed in the Management Report.
Mazars
158
Christine Dubus
Grant Thornton
Thierry Chautant
CEGID Group S.A.
Annual Shareholders’ Meeting called to approve the financial statements for the
period ending December 31, 2013
In our capacity as Statutory Auditors of your Company, we present our report on regulated agreements and commitments.
It is our responsibility to inform you, on the basis of the information provided to us, of the essential features of the
agreements and commitments of which we have been advised or that we may have discovered during our audit, but
not to pass judgment on their usefulness and validity, nor to search for other existing agreements and commitments.
According to Article R.225-31 of the French Commercial Code, it is your responsibility to assess whether it is in your
interest to enter into these agreements and commitments before approving them.
In addition, it is our responsibility to inform you, pursuant to Article R.225-31 of the French Commercial Code, of any
agreements and commitments that you have already approved and that remained in force during the year under review.
We have carried out the procedures we deemed necessary with regard to the professional standards of the Compagnie
Nationale des Commissaires aux Comptes (French society of auditors) relative to this assignment. These procedures
consisted in verifying that the information provided to us corresponded to the underlying documents from which they
derived.
1 AGREEMENTS AND COMMITMENTS SUBMITTED TO SHAREHOLDERS
Agreements authorized during the year under review
Pursuant to Article L.225-40 of the French Commercial Code, we have been advised of the following agreements and
commitments, authorized by your Board of Directors.
1.1 Agreement with Cegid Corporate Foundation
Board members concerned: Jean-Michel Aulas and Patrick Bertrand
On October 21, 2013, in the context of the creation of the Cegid Corporate Foundation, your Board of Directors
authorized a bank guarantee to cover the amount of the foundation’s commitments for the following five years.
2 AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY SHAREHOLDERS
Pursuant to Article R.225-30 of the French Commercial Code, we have been advised that the following agreements and
commitments, approved during previous fiscal years, remained in force during the fiscal year under review.
2.1 Cash management agreement
The advances granted in the context of the cash management agreement bear interest on the basis of 1-month Euribor
with a margin, differentiated as follows:
-0.20% when Cegid Group is the borrower,
+0.50% when Cegid Group is the lender,
with a minimum applicable rate of 0.20%.
Advances
granted by
Advances
received by
Balance as of
12/31/2013 in €000
income/(expense)
recognized in €000
Quadratus
Cegid Group
19,977
(34)
Cegid Services
Cegid Group
366
(1)
Cegid Group
21S
140
2
Cegid Group
Cegid Public
Cegid Group
Cegid
6,726
28
48,056
335
159
2.2 Management assistance agreements
Agreement for management assistance services provided by ICMI to Cegid Group. The amount of the fixed fee will be
tied to changes in the Syntec index. The amount of the variable fee is equal to 5% of consolidated net income.
The amount recognized in the 2012 fiscal year broke down as follows:
- flat fee:
€2,231 thousand
- variable fee:
€945 thousand
2.3 Coordination, consulting, management and strategy services
Coordination, consulting, management and strategy services provided by Cegid Group to Cegid, Quadratus and Cegid
Public.
Fees paid pursuant to these agreements totaled 0.7% of the sales (excluding VAT and re-invoiced expenses) of Cegid
and its subsidiaries, and of Quadratus and Cegid Public.
The amounts of fees invoiced by Cegid Group for the 2012 fiscal year were:
- €1,601 thousand to Cegid
-
€185 thousand to Quadratus
-
€118 thousand to Cegid Public
2.4 Fee for the use of Cegid Group’s brand image and facilities
Fee for the use of Cegid Group’s brand image and facilities by Cegid, Quadratus and Cegid Public.
Fees paid pursuant to these agreements totaled 1% of the sales (excluding VAT and re-invoiced expenses) of Cegid and
its subsidiaries, and of Quadratus and Cegid Public.
The amounts of fees invoiced by Cegid Group for the 2012 fiscal year were:
- €2,287 thousand to Cegid
-
€265 thousand to Quadratus
-
€168 thousand to Cegid Public
2.5 Agreement with Cegid Public
During fiscal 2012, your Company authorized a waiver of its €2 million loan to Cegid Public, together with a return to
better fortunes clause.
As of the closing date of fiscal 2013, Cegid Public had returned to better fortunes, and consequently its debt of
€1,800,000 to your Company was reinstated.
Mazars
160
Christine Dubus
Grant Thornton
Thierry Chautant
Corporate
governance
1. Preparation and organization of the activities of the Board and its committees
2. Compensation and benefits granted to executive officers
3. Powers of the CEO
4. Composition of share capital - participation in Annual Shareholders’ Meetings
5. Internal control and risk management
Report
of the Chairman
pursuant to Article L.225-37 of the French Commercial Code
REPORT OF THE CHAIRMAN OF THE BOARD
OF DIRECTORS ON THE PREPARATION AND
ORGANIZATION OF THE BOARD’S WORK, ON ANY
LIMITATIONS APPLYING TO THE POWERS OF THE
CHIEF EXECUTIVE OFFICER AND ON CEGID’S
INTERNAL CONTROL PROCEDURES
In accordance with the requirements of Article L.225-37,
paragraph 6 of the French Commercial Code, the
following report explains how the work of the Board of
Directors is prepared and organized, how the senior
management team operates, and describes the internal
control and risk management procedures the Company
and its subsidiaries have put in place. Cegid refers to the
AFEP/MEDEF code of corporate governance, revised in
June 2013, and to the Registration Document preparation
guide for small and mid-sized listed companies for the
aspects of these documents that are applicable to it.
(The AFEP/MEDEF code can be found (in French) on the
website of the MEDEF, the French business confederation:
www.medef.fr). Pursuant to paragraph 8 of Article
L.225-37 of the French Commercial Code, this report
specifies the AFEP-MEDEF recommendations that have
not been adopted, if any, and the reasons therefor.
1. Preparation and organization of the activities
of the Board and its committees
The Board of Directors of your Company has 12 members,
made up of 11 individuals and one legal entity.
As of the date of this report, the Board of Directors was
composed of the following members:
- Jean-Michel Aulas, Chairman,
- ICMI, represented by Patrick Bertrand, Director
and CEO,
- Philippe Delerive, Director,
- Franklin Devaux, Director,
- Lucien Deveaux, Director,
- Jean-Luc Lenart, Director,
- Quitterie Lenoir, Director,
- Jacques Matagrin, Director,
164
- Astrid Panosyan, Director,
- Florence Poivey, Director,
- Michel Reybier, Director.
- Elisabeth Thion, Director (*).
During its meeting of October 21, 2013, the Board of Directors noted
Valérie Bernis’s decision to step down from her functions as a board
member.
(*) During its meeting of January 23, 2014, the Board of
Directors appointed Elisabeth Thion as a Board member
to replace Valérie Bernis.
Since May 10, 2012, four women have held positions on
the Board of Directors.
Among these 12 directors, eight can be considered
as independent, as defined by the AFEP-MEDEF
reports, since they do not maintain relations of any sort
with the Company, the Group to which it belongs or its
management, that would likely compromise the exercise
of their freedom of judgment. Non-executive directors are
deemed independent as they do not occupy management
positions within the Company or the Group to which
it belongs, and have no particular interests (significant
shareholdings, salary, family ties or other interests, etc.).
The eight independent directors are: Florence Poivey,
Quitterie Lenoir, Franklin Devaux, Lucien Deveaux, JeanLuc Lenart, Jacques Matagrin, Michel Reybier and
Elisabeth Thion.
It should be noted that at its meeting on March 2, 2011,
the Board agreed that although certain directors deemed
independent had served on the Board for several years,
their independence was not compromised; rather they
viewed it as a means of ensuring continuity and support in
the development of the Group.
At its meeting of September 23, 2004, the Board of
Directors approved a charter setting out the Board’s
rules of operation and supplementing the provisions of
the bylaws, without altering them. This charter provides
for the use of teleconferencing and videoconferencing
under terms and conditions set forth by law. The Board
of Directors meets four to ten times a year, according
to events concerning the Company. In 2013, it met four
times. The Statutory Auditors are invited to all meetings
of the Board of Directors. Meetings are called by the
CORPORATE GOVERNANCE
Chairman of the Board via post and fax. The average time
period for convening the Board is about 15 days, and a
tentative annual schedule is established at the beginning
of the year. Depending on the urgency of the matters
to be examined by the Board of Directors, the average
time period for convening the Board can be shortened
from 15 to a few days. Meetings are mainly held at the
head office, and the majority of directors were present at
those held in 2013, either physically, by teleconference or
videoconference. The average attendance rate was 80%
in 2013.
- ensure that the Statutory Auditors adhere to the rules
of independence and objectivity. In this regard, the
Committee is in charge of the process for selecting
Statutory Auditors and submits its recommendation to
the Board of Directors on the Statutory Auditors whose
appointment is to be proposed at the Shareholders’
Meeting.
Confidential documents are distributed to directors at
Board meetings and, if necessary, prior thereto, so as to
present the items upon which they will be asked to decide.
- Jean-Michel Aulas
During fiscal year 2013, the Board of Directors focused
on the following topics:
- Astrid Panosyan
- Planning the Group’s strategy,
- Extending our international presence by opening new
subsidiaries,
- Monitoring the development of Cegid’s operating
subsidiaries,
- Monitoring the Group’s investments in research,
development and innovation,
- Developing audit and internal control procedures.
AUDIT COMMITTEE
In its meeting of July 22, 2009, the Board of Directors
created an Audit Committee to comply with European
Directive 2006/43, transposed into French law by
Act 2008-649 of July 3, 2008, which includes various
provisions for adapting French company law to EU law, and
by Decree 2008-1278 of December 8, 2008, regarding
the requirement to implement an audit committee.
The role of the Audit Committee is to:
As of the date of this report, the Audit Committee was
- Quitterie Lenoir, Chairwoman
- Franklin Devaux
- Jacques Matagrin
In accordance with applicable regulations, all of the
members of the Committee must also be members of the
Board of Directors.
STRATEGY COMMITTEE
At its meeting of March 23, 2005, the Board of Directors
appointed a standing Strategy Committee.
This committee is currently composed of Jean-Michel
Aulas, ICMI (represented by Patrick Bertrand), Franklin
Devaux and Philippe Delerive. The purpose of the Strategy
Committee is to plan the Group’s general orientation and
its business development strategy, especially pertaining
to acquisitions. To this end, it studies the business
development plan, monthly management reports and
forecasts prepared by the Company’s management.
The Committee is also consulted on proposed large
transactions.
OTHER COMMITTEES
- examine the financial statements and ensure that the
accounting methods used to prepare the consolidated
and parent company financial statements remain relevant
and consistent from one year to the next,
Appointments Committee for Board members and
executive officers
- monitor the process by which financial information is
prepared,
In accordance with the law, the Company’s bylaws and the
Board’s charter, the Board proposes candidates for the
Board to shareholders, who alone have the right to appoint
directors or renew their terms, via a vote at their Annual
- monitor the effectiveness of internal control and risk
management systems,
The Company does not have an Appointments Committee
for Board members and executive officers.
165
Corporate governance
Shareholders’ Meeting. The Board chooses candidates
on the basis of their skills and knowledge, including of a
business sector in which Cegid is active.
Compensation committee
The Company does not have a Compensation committee.
Further details can be found in paragraph 2 "Compensation
and benefits granted to executive officers" below.
AFEP-MEDEF Code recommendations
In accordance with the provisions of Article 25.1 of the
AFEP/MEDEF Code, revised in June 2013, please find
below a table summarizing the AFEP/MEDEF Code
recommendations that Cegid Group has chosen not to
follow, and the reasons therefor.
Cegid Group practices and remarks
Independence criteria for the board of
directors:
- Directors should not serve on the Board for
more than twelve years
Notwithstanding the independence criteria recommendation on the length of tenure
of a Board Director, the Board of Directors considers that, for those directors deemed
independent, having been a member of the board for a number of years does not
compromise their independence. Rather, it should be viewed as a sign of the director’s
longstanding commitment and support of the Group’s development.
Length of term of board members:
Recommendation: 4 years
Notwithstanding the AFEP-MEDEF recommendation, serving a six-year term of office
allows board members to ensure continuity and follow up on tasks and assignments.
Existence of a Compensation committee:
Cegid Group is a holding company and has no salaried employees. Its directors receive no
compensation other than director’s fees, except for the CEO, whose compensation is set
by the Board of Directors. Consequently, no compensation committee has been formed.
Should a stock-option plan, a bonus share plan or more generally, incentives in favor of
managers be proposed, the Strategy Committee would first examine the plan. The Board,
acting on an authorization granted by shareholders in a Special Shareholders’ Meeting,
would then make its decision.
Evaluation of the Board of Directors
No Board of Directors’ meeting was formally dedicated to evaluating the functioning of
the Board of Directors. This is because the directors meet on a regular basis and evaluate
the Board’s composition, the work to be carried out, in particular with the Strategy and
Audit Committees, potential acquisitions, the Group’s international development, and more
generally, the Company’s proper functioning.
Shareholders’ "Say on pay"
No resolution will be proposed at Cegid Group’s Shareholders’ Meeting on the subject of
its executive directors’ pay because the Chairman and CEO of Cegid Group receive the
majority of their compensation from ICMI, the lead holding company. In accordance with the
legal provisions in force, details of Chairman and the CEO’s compensation are provided on
pages 86-87 and 173 to 175 of this Registration Document.
2. Compensation and benefits granted to executive
officers
Pursuant to Article L.225-37 paragraph 9 of the French
Commercial Code, we hereby inform you of the principles
and rules used by the Board of Directors to determine all
compensation and benefits granted to executive officers.
In this regard, director’s fees represent the only form of
compensation executive officers receive from Cegid
Group, except for the compensation the CEO receives
with regard to his appointment, as indicated below. The
Board of Directors distributes these director’s fees to
its members according to their presence at meetings.
There is an additional weighting for the Chairman and
the CEO and for the members of the Audit and Strategy
Committees.
As Board members receive no compensation outside of the
above-mentioned director’s fees, there is no compensation
committee. Should a stock-option plan, a bonus share
plan or more generally, incentives in favor of executives
166
AFEP/MEDEF CODE
be proposed, the Strategy Committee would first examine
the plan. The Board, acting on an authorization granted by
shareholders in a Special Shareholders’ Meeting, would
then make its decision.
The CEO receives fixed compensation from Cegid,
as determined by the Board of Directors. Most of his
compensation, however, is paid by ICMI, of which he has
been a salaried employee since 1999.
The detail of compensation paid to executive officers can
be found in the management report on pages 86-87 of
this Registration Document. On December 30, 2008,
the Company published a press release indicating that
the Board of Directors considered the AFEP-MEDEF
recommendations to be an integral part of the Company’s
corporate governance. In accordance with the AFEPMEDEF recommendations of October 6, 2008 and the
Corporate Governance Code revised in June 2013,
as well as that of the Autorité des Marchés Financiers,
issued on December 22, 2008, the mandatory tables
found on pages 173-174 of this Registration Document
also include information concerning the compensation of
executive officers, the Chairman and the CEO.
3. Powers of the CEO
and are implemented by the various committees in
accordance with regulations, principles, standards and
methods applicable to the Company,
At its meeting of December 20, 2002, the Board of
Directors opted, pursuant to Article 16 II of the bylaws,
harmonized with the New Economic Regulations Act of
May 15, 2001, to dissociate the functions of Chairman of
the Board and Chief Executive Officer.
- Map, foresee and control the identified risks resulting
from the company’s business, in particular in the areas of
accounting, finance and organization,
Patrick Bertrand exercises the functions of Chief Executive
Officer. The Board of Directors has limited the powers of
the CEO. Generally speaking, decisions that fall outside
the scope of day-to-day management, as listed below, are
submitted to the Board of Directors for prior authorization:
- Optimize operational activities on the basis of established
procedures and by assessing performance.
- Constitution of guarantees, mortgages, pledging of
assets, except for bank guarantee requests to cover
payment of rent for commercial premises as well as any
request for guarantee of commercial contracts pertaining
to day-to-day management,
- Sale of buildings,
- Total or partial sale of a business or businesses,
- Acquisitions, new equity investments and creation of
subsidiaries.
On May 24, 2006, the Board of Directors amended
the powers of the CEO so as to allow him to carry out
acquisitions of less than or equal to two million five hundred
thousand euros (€2,500,000) each, without having to
convene the Board of Directors beforehand, but after
obtaining approval from the Board of Directors’ Strategy
Committee and after having solicited, in accordance with
applicable law, the opinion of the Company’s Central
Works’ Council.
4. Composition of share capital - participation in
Annual Shareholders’ Meetings
The composition of share capital as of December 31, 2013
is shown in the Management report for fiscal year 2013,
on page 85 of this Registration Document.
Conditions for attending and participating in Annual
Shareholders’ Meetings are indicated in Articles 20-28 of
the bylaws.
5. Internal control and risk management
5.1 INTERNAL CONTROL
5.1.1 Definition of internal control and the Company’s
goals
Cegid defines internal control as a set of procedures
determined and used by management so as to achieve
the following objectives:
- Ensure that corporate operations, transactions and the
day-to-day work of managers and employees comply
with the guidelines set down by the Board of Directors
- Ensure reliability of operational and financial information,
- Protect the Company’s assets,
5.1.2 Organization of internal control
Cegid Group’s internal control is articulated around a
set of pre-established Group principles and rules under
the control of the Finance department, that have since
been strengthened by the Organization department
in charge of tracking all operating processes. Cegid’s
Executive Committee, Expanded Executive Committee,
the CEOs and Delegated/Deputy CEOs of the operating
subsidiaries are responsible for implementing the strategy
approved by the Board of Directors of Cegid Group and
its subsidiaries, for identifying any risks inherent to the
activities carried out by the companies in the Group and
for ensuring that internal control procedures are properly
applied. The members of the Executive Committee
have specific powers delegated to them. The Executive
Committee meets once per month, and also for important
decisions on acquisitions, alliances, financing or labor
negotiations. The broader Executive Committee meets at
least twice a year for the publication of the first-half and
full-year financial statements and for the presentation of
the budget.
Similarly, the Group’s operating managers participate
in a monthly web and/or telephone conference with
Senior Management and help carry out the Group
strategy and high-priority action plans. The executive
committees in the operating areas serve to disseminate
information and implement all the operational decisions
pertaining to their fields of activity. They meet regularly
under the responsibility of the respective member of the
Executive Committee. "Functional" committees under
the responsibility of an Executive Committee member
concentrate on the key drivers of the Group’s activities.
These committees, including Sales, Deployment, Support,
Products & Services and R&D, are convened regularly.
Internal control is based on a set of procedures administered
by the Organization department together with the Finance
department and all operating departments and made
available to the Executive Committee and managers. These
procedures, covering the Purchasing, Investment, Sales,
Deployment, Support, Human Resources and Research &
Development cycles, as well as contractual commitments,
are available on the Company’s intranet or directly brought
to the attention of managers and staff members.
In parallel, departmental memos or internal messages,
sent regularly to the various operational managers,
allow additional information to be disseminated on
the implementation of these procedures. The internal
167
control procedures currently in effect at Cegid are also
progressively applied to acquired companies, primarily as
they pertain to procedures for expense and investment
commitments, human resources, contractual commitments
and signature authorization.
usefulness of the procedures from an external point of
view within the framework of their audit assignment in
accordance with professional standards.
The Group also uses a Risk Management software
program to optimize understanding, management of and
access to the internal control system, primarily through the
implementation of a risk map.
The accounting and management system, under the
responsibility of the CFO, to whom the Accounting
Manager and the Director of Management Control and
Internal Control report, includes the following features:
The Internal Control’s Operating Committee, composed
of operating departments and the Group’s internal control
department, carries out periodic controls on all identified
potential risks for each strategic activity. The Committee,
whose role is to communicate the risks and highlights
during the period, meets on a half-yearly basis in order to
develop awareness of internal control issues among the
principal managers.
- Budgeting and monthly variance analysis procedures,
both summary and allocated,
Operational managers adopted this internal control
system by signing a representation letter covering the key
elements of internal control within the Group.
In 2013, the Group pursued its IT Systems’ Security
Policy and Business Continuity Plan, resulting in the
progressive implementation of action plans leading
to better management of the risks associated with
strategic activities. In addition to the audits to improve the
operating performance of the Group’s various activities,
an audit aimed at securing the contract negotiation and
management processes of subcontracted activities was
carried out and the necessary corrective actions are
underway.
- Daily business reporting to the Executive Committee and
operational managers,
- Monthly reporting, prepared with a management reporting
software package and submitted for examination to the
Executive Committee and the Executive Committees
of the operating subsidiaries. These reports contain
information regarding i) the business activities of the
period under review in comparison with the budget
(and, for information, with previous years) and on the
financial position of the Company and the Group, and ii)
key performance and quality indicators pertaining to the
Company’s business activities,
- Monthly separate statements for each Cegid Group
entity and for the consolidated financial statements,
- Daily reports on the receipts of the Group’s main entities,
- Reports on aspects of financial management, such
as cash flow and days’ sales outstanding and on
organizational items,
Finally, an internal risk monitoring committee meets
monthly with the main functional department heads to
catalog and prepare a statistical overview of the identified
risks, identified action plans and risk monitoring plans, and
the level of risk coverage.
- Rules for signature authority and for the authority to
undertake contractual commitments, expenditures
and investments are applied in accordance with the
separation of executive functions.
5.2 ORGANIZATION OF GROUP-LEVEL INTERNAL
CONTROL PROCEDURES
Given the nature of the Company’s business, the
management and control of human resources, under the
responsibility of the Human Resources Manager, is of key
importance. In the context of the Group’s CSR policy, it
focuses in particular on:
Internal control is performed by Senior Management, the
members of the Company’s governing bodies, in particular
the Executive Committee, the executive committees of
the operating areas, the Human Resources department—
given the Company’s business activities—and the Finance
Department.
The Finance department, which implements the general
internal control procedures via the Internal Control
department, a sub-department of Management Control
and Internal Control within the Finance department,
contributed to tightening operational controls by drawing
up recommendations on how to improve them.
The department is also responsible for managing the
process of internal control and for carrying out audits
scheduled by the Finance department or unscheduled
audits as requested by Senior Management. Furthermore,
the Statutory Auditors monitor the effectiveness and
168
5.2.1 Accounting and management system
5.2.2 Human resources management control system
- Recruitment of employees, validated by the Human
Resources department, the manager to whom the
new employee will report and in some cases, Senior
Management,
- Compensation management, and in particular the
variable portion, which is validated monthly by the various
departmental managers with regard to the extent to
which employees reached their individual and collective
performance goals,
- Skills management,
- Employee integration and training programs with
the development of career paths and associated
certifications,
- Regulations concerning health, safety and working
conditions, for which the persons in charge of each
location are responsible. These individuals have specific
powers delegated to them,
- Training in and enforcement of building safety and
security procedures,
- Relationships with personnel representatives and
application of the legislative and management rules
appropriate thereto.
5.2.3 Internal control at the operational level
This information is checked by the Statutory Auditors who
carry out verifications in accordance with the standards
in effect. As Cegid Group is listed on Euronext Paris,
accounting and financial information is disseminated
regularly in several media formats (press releases, the
Company’s website, the InPublic site, legal publications,
financial analyst meetings).
CHAIRMAN OF THE BOARD OF DIRECTORS
Jean-Michel Aulas
In general, procedures have been developed in the various
business activities to ensure that identified risks related
thereto are monitored and that business tracking measures
are developed and formalized, pertaining in particular to:
- Decision-making and monitoring of research and
development expenditure, initiated by the product
manager and under the responsibility of the relevant
division manager and Technical Manager,
- Product releases, in accordance with the procedures
developed by the Technical Department in collaboration
with the product managers, and monitored by special
purpose committees,
- Safeguard procedures, in coordination with the
departments involved and in particular regarding
research and development assets that are the basis for
trademark and source product registrations with the
appropriate authorities, and registering and monitoring
domain names,
- IT risks, in particular procedures for security, backup
and monitoring of IT applications in use, internet access,
hardware and hosting platforms, and more generally,
procedures for remote premises dedicated to IT
resources,
- Customer services activities, through business tracking
indicators (SaaS/On Demand, training, consulting and
deployment, customer support hotline, maintenance,
etc).
5.2.4 Preparation of financial and accounting information
The accounting system is based on an integrated IT
system complete with modules to facilitate the preparation
of accounting and financial information and help ensure
that this information is exhaustive and that transactions
are correctly valued (monitoring of DSO, cash, travel
expenses, etc.). The system operates in accordance with
accounting principles and methods in effect and applied
by the Company both for its parent company financial
statements and its consolidated financial statements.
These statements are prepared using the same software
as is used for the monthly reporting mentioned above.
Under the responsibility of the CFO, the Accounting
department produces and verifies financial and accounting
information.
169
Report of the Statutory Auditors, pursuant to Article L.225-235 of the French Commercial Code, on the report of
the Board of Directors of Cegid Group SA
CEGID Group S.A.
Fiscal year ended December 31, 2013
In our capacity as Statutory Auditors of Cegid Group SA and in accordance with the terms of Article L.225-235 of the
French Commercial Code, we hereby submit our report on the report of the Chairman of the Board of Directors of your
Company, pursuant to Article L.225-37 of the French Commercial Code, pertaining to the year ended December 31, 2013.
It is the Chairman’s responsibility to prepare a report on the Company’s internal control and risk management procedures
and containing the other information required under Article L.225-37 related in particular to corporate governance, and
to submit this report to the Board of Directors.
It is our responsibility to:
- inform you of our observations on the information set out in the Chairman’s report on the internal control and risk
management procedures relating to the preparation and processing of financial and accounting information, and,
- certify that the report includes the other information required under Article L.225-37 of the French Commercial Code,
with the proviso that it is not our responsibility to verify the fairness of this information.
We conducted our work in accordance with French professional standards.
Information on internal control and risk management relative to the preparation and processing of accounting and
financial information
The standards of the profession require that we perform procedures designed to evaluate the fairness of the information
contained in the Chairman’s report on internal control and risk management procedures pertaining to the preparation and
processing of accounting and financial information.
These procedures consist in particular in:
- examining the internal control and risk management procedures related to the preparation and processing of the
financial and accounting information underlying the information presented in the Chairman’s report, as well as existing
documentation,
- examining the work leading up to the preparation of this information and the existing documentation,
- determining whether there is appropriate disclosure in the Chairman’s report of any important deficiencies in internal
control related to the preparation and processing of financial and accounting information that we may have discovered
in the course of our assignment.
On the basis of our work, we have no observations to make regarding the Company’s internal control and risk management
procedures related to the preparation and processing of financial and accounting information, as presented in the report
of the Chairman of the Board, prepared in accordance with Article L.225-37 of the French Commercial Code.
Other information
We certify that the report of the Chairman of the Board of Directors includes the other information required under Article
L.225-37 of the French Commercial Code.
Mazars
170
Christine Dubus
Grant Thornton
Thierry Chautant
As of March 31, 2014, Cegid Group’s Board of Directors
was composed of 12 directors:
- Jean-Michel Aulas, Chairman,
- ICMI, represented by Patrick Bertrand, CEO,
- Philippe Delerive,
- Franklin Devaux,
- Lucien Deveaux,
- Jean-Luc Lenart,
- Quitterie Lenoir,
- Jacques Matagrin,
- Astrid Panosyan,
- Florence Poivey,
- Michel Reybier,
- Elisabeth Thion. (*)
(*)
uring its meeting of January 23, 2014, the Board of Directors appointed
D
Elisabeth Thion as a Board member in replacement of Valérie Bernis.
Of these 12 directors, eight can be considered
independent, as defined by the AFEP and MEDEF reports,
because they do not exercise any management functions
in the Company or the group to which it belongs and
they do not maintain any relationship with the Company,
its group or its management that could compromise their
intellectual independence, nor do they hold a significant
ownership interest in the share capital. At its meeting on
March 2, 2011, the Board agreed that although certain
directors deemed independent had served on the Board for
several years, their independence was not compromised;
rather it should be seen as a means of ensuring continuity
and support in the development of the Group.
reviewed the situation of its directors and deemed the
following eight to be independent: Florence Poivey,
Quitterie Lenoir, Franklin Devaux, Lucien Deveaux, JeanLuc Lenart, Jacques Matagrin, Michel Reybier and
Elisabeth Thion.
There were no directors elected by employees.
appointed a standing Strategy Committee. The purpose of
this committee is to plan the Group’s general orientation,
its business development strategy and its implementation
by the Board of Directors.
As of March 31, 2014, the Strategy Committee was
composed of Jean-Michel Aulas, ICMI (represented by
Patrick Bertrand), Franklin Devaux, Philippe Delerive and
Florence Poivey.
Florence Poivey was appointed member of the
Strategy Committee by the Board during its meeting of
March 5, 2014.
The Strategy Committee studies the business development
plan, management reports and forecasts prepared by the
Company’s management. The Committee is also consulted
on proposed large transactions.
The Strategy Committee met once in 2013, with all
Committee members in attendance.
In its meeting of July 22, 2009, the Board of Directors
created an Audit Committee, in compliance with European
Directive 2006/43, transposed into French law by
Act 2008-649 of July 3, 2008, which includes various
provisions for adapting French company law to EU law, and
by Decree 2008-1278 of December 8, 2008, regarding
the requirement to implement an audit committee.
The Audit Committee oversees in particular:
- The process by which financial information is prepared,
- The effectiveness of internal control and risk management
systems,
- The auditing of annual financial statements and, if
applicable, of consolidated statements by the Statutory
Auditors.
As of March 31, 2014, the Audit Committee was
- Quitterie Lenoir, Chairwoman
- Jean-Michel Aulas
- Franklin Devaux
- Jacques Matagrin
- Astrid Panosyan
There was no non-voting director.
To the best of the Company’s knowledge:
At its meeting of September 23, 2004, the Board of
Directors approved a charter setting out the Board’s rules
of operation and supplementing the provisions of the
bylaws, without altering them.
- there is no family relationship between the members of
the Board of Directors and either the Chairman or the
CEO of the Company,
The charter was amended at the Board meetings of
March 23, 2005, May 24, 2006, March 20, 2007 and
February 28, 2008.
Four Board meetings were held in 2013. The meetings
were held at the head office, and the majority of directors
were present. The attendance rate for Board members
was approximately 80%.
- no member of the Board of Directors, nor the Chairman
or the CEO, has been convicted of fraud during the last
five years and no member of the Board of Directors,
nor the Chairman or CEO, has been incriminated or
been subject to an official public sanction by legal or
regulatory authorities (including by professional bodies
over the last five years),
- no member of the Board of Directors nor the Chairman or
CEO has been involved as a director, officer or member
of a governing, management or supervisory body with a
bankruptcy, receivership or liquidation during the last five
years,
171
- no member of the Board of Directors nor the Chairman
or CEO has been prevented by a court of law from acting
as a member of a governing, management or supervisory
body of an issuer or from taking part in the management
or business dealings of an issuer during the last five
years.
Executive Committee
The Group Executive Committee includes the senior
managers of the Company’s functional and operational
divisions.
As of March 31, 2014, it was composed of the following
members:
- Patrick Bertrand, Chief Executive Officer
- Hélène Barrios, Executive Director
- Nathalie Echinard, Executive Director
- Christian Loyrion, Executive Director
- Jean-François Marcel, Executive Director
- Nicolas Michel-Vernet, Executive Director
- Antoine Wattinne, Executive Director
- Pierre Dianteill, Marketing and International Director
- Sylvain Jauze, Director of International Operations
- Pascal Guillemin, Human Resources Director
- Thierry Luthi, Chief Financial Officer
- Jean-Michel Monin, Director of Organization
- Sylvain Moussé, Chief Technology Officer
This Group Executive Committee is responsible for
implementing the strategy decided by the Board of
Directors.
It meets at least ten times a year, and for important
decisions such as acquisitions, financing decisions and
employee-related negotiations. Moreover, the Group’s
operating managers participate in a monthly web and/
or telephone conference with Senior Management and
help carry out the Group strategy and high-priority action
plans. The Executive Committees in the operating areas
serve to disseminate information and implement all the
operational issues pertaining to their fields of activity. They
meet regularly under the responsibility of the respective
member of the Executive Committee.
Cegid also has "functional" committees under the
responsibility of an Executive Committee member, which
concentrate on the key drivers of the Group’s activities.
These committees, including Sales, Deployment, Support,
Products & Services and R&D, are convened regularly.
THE CHAIRMAN AND THE CEO’S PERCENTAGE
OWNERSHIP OF THE COMPANY’S SHARE CAPITAL
To the best of the Company’s knowledge, as of
March 31, 2014, members of the Board of Directors held
1,024,017 shares, representing 11.09% of the capital
and 15.90% of the voting rights.
172
CONFLICTS OF INTEREST BETWEEN MEMBERS
OF THE GOVERNING BODIES
To the best of the Company’s knowledge, there are no
conflicts of interest between members of the Company’s
governing bodies.
COMPENSATION AND BENEFITS-IN-KIND
ALLOCATED DURING THE MOST RECENT FISCAL
YEAR
a) Director compensation
In their Ordinary Meeting, shareholders voted to allocate a
total of €120,000 as director’s fees to be paid to members
of the Board of Directors in respect of fiscal year 2013.
The Board of Directors attributes director’s fees to
its members on the basis of their actual presence at
meetings, with an additional weighting for the Chairman
and the CEO and the members of the Strategy and Audit
Committees.
In 2013, the gross amounts paid in respect of fiscal year
2012 were as follows:
- Jean-Michel Aulas
€15,000
- Patrick Bertrand
€15,000
- Valérie Bernis
€9,700
- Franklin Devaux
€13,770
- Lucien Deveaux
€6,160
- Jean-Luc Lenart
€10,300
- Quitterie Lenoir
€10,200
- Jacques Matagrin
€13,780
- Astrid Panosyan (1)
€12,270
- François Peythieu €7,660
- Florence Poivey
€6,160
(1)
(1)
he director’s fees for Astrid Panosyan and François Peythieu were paid
T
to Groupama.
Michel Reybier, a director, requested not to receive
director’s fees.
b) Compensation paid to executive officers
On December 30, 2008, the Company published a press
release indicating that the Board of Directors considered
the AFEP-MEDEF recommendations to be an integral
part of the Company’s corporate governance.
As indicated on pages 86 and 87 of this Registration
Document, Jean-Michel Aulas and Patrick Bertrand have
been paid by ICMI since 1999. As such, they receive most
of their compensation from ICMI, a holding company that
acts as lead shareholder. Its two principal investments are
Cegid Group and Olympique Lyonnais Groupe, which
represent combined proforma sales of €387 million and
a combined workforce of 2,349. As ICMI plays the role of
Cegid’s lead shareholder, Jean-Michel Aulas and Patrick
Bertrand perform duties in the various companies in the
Group.
The fixed portion (1) of compensation and benefits of all kinds attributed for 2013 by ICMI, your Company and
its subsidiaries to Jean-Michel Aulas totaled €771 thousand (€771 thousand in 2012) and the variable portion
€475 thousand (€309 thousand in 2012). The fixed portion (1) attributed to Patrick Bertrand totaled €487 thousand
(€484 thousand in 2012) and the variable portion €178 thousand (€118 thousand in 2012) and €75 thousand for the
qualitative portion for exceptional operations.
The variable portion is predetermined based on precise quantitative criteria which are not communicated for confidentiality
reasons. The variable compensation is based on the consolidated net earnings of Cegid Group and Olympique Lyonnais
Groupe. There are no qualitative criteria for the variable portion, which is limited to 150% of fixed compensation.
(1)
he fixed portion included a fixed annual gross salary, benefits in kind, the collective performance bonus (intéressement), director’s fees and postT
employment benefits.
Table 1: Summary of compensation, options and shares attributed to the Chairman and the CEO
(In €000)
2013
2012
Jean-Michel Aulas, Chairman
Compensation in respect of the fiscal year (detailed in table 2)
1,246
1,080
Valuation of options granted during the year
NA
NA
Value of bonus shares as of the date of grant
NA
NA
1,246
1,080
TOTAL
Patrick Bertrand, Chief Executive Officer
Compensation in respect of the fiscal year (detailed in table 2)
740
602
Valuation of options granted during the year
NA
NA
Value of bonus shares as of the date of grant
NA
NA
740
602
TOTAL
NA : Not Applicable.
Table 2: Summary of the Chairman’s and the CEO’s compensation
2013
(In €000)
Amounts
due (1)
2012
Amounts
paid (1)
Amounts
due (1)
Amounts
paid (1)
- Fixed compensation
742
742
738
738
Of which director's fees
21
21
21
21
- Variable compensation (2)
475
88
309
-
21
21
20
20
9
9
13
13
NA
NA
NA
NA
1,246
860
1,080
771
- Collective performance bonus and employee savings plan
- Benefits-in-kind
- Post-employment benefits: "Article 83" supplementary pension plan
TOTAL
- Fixed compensation
456
456
454
454
of which director's fees
22
22
23
23
of which compensation for the function of Cegid Group CEO
60
60
60
60
178
66
118
107
- Exceptional compensation
75
75
- Collective performance bonus and employee savings plan
- Variable compensation (2)
21
21
20
20
- Benefits-in-kind
3
3
3
3
- Post-employment benefits: "Article 83" supplementary pension plan
7
7
6
6
740
627
602
590
TOTAL
(1)
(2)
Corresponds to annual gross compensation before tax.
Variable compensation is based principally on the consolidated earnings of Olympique Lyonnais Groupe and Cegid Group.
173
Table 3: Director’s fees paid to other executive officers of Cegid Group
Amounts paid in 2014 in
respect of 2013 (gross)
(In €)
respect of 2012 (gross)
Valérie Bernis
4,315
Philippe Delerive (1)
9,945
9,700
NA
Franklin Devaux
11,945
13,770
Lucien Deveaux
11,260
6,160
Jean-Luc Lénart
8,445
10,300
Quitterie Lenoir
11,940
10,200
Jacques Matagrin
13,260
13,780
Astrid Panosyan (2)
13,260
12,270
5,630
6,160
Florence Poivey
François Peythieu
TOTAL
(1)
(2)
NA
7,660
90,000
90,000
(1)
The director’s fees were paid to Groupama.
The director’s fees were paid to Gan.
Michel Reybier, a director, requested not to receive director’s fees.
Director’s fees paid to executive officers:
respect of 2013 (1)
(En K€)
respect of 2012 (1)
22
21
25
22
TOTAL
47
43
(1)
Director’s fees paid by Cegid Group and all of its subsidiaries.
Table 4: Commitments and benefits granted to the Chairman and the CEO
Chairman/CEO
Employment Supplementary
contract
pension plan
Jean-Michel Aulas
Amounts or benefits due or that
might be due in the event of
termination or change in function
Compensation for
non-competition
clause
No
No
No
No
No
No
No
No
Chairman of the Board
of Directors
Date term began
1st Appointment 6/20/1983
Date term expires:
Shareholders’ Meeting
approving 2015 statements
Patrick Bertrand (1)
CEO
Date term began
- 1st appointment PR ICMI
at Board meeting
of 11/14/1997
- Appointment as CEO
at Board Meeting of
12/20/2002 Date term
expires: Shareholders’
Meeting approving 2015
statements
(1)
Patrick Bertrand is an employee of and has an employment contract with ICMI.
The details of his compensation, including his supplementary pension plan, can be found in table 2 above.
174
According to our assessment, the AFEP-MEDEF
recommendation that the same person not have both an
employment contract and an executive officer function
does not apply to the situation of Patrick Bertrand, because
his employment contract and executive officer function
are not carried out within companies of the same group.
Furthermore, (i) there is no severance pay attached to Mr.
Bertrand’s executive officer mandate for Cegid Group, nor
to his employment contract at ICMI (with the exception of
any legal severance pay that may be due) and (ii) as the
Board of Directors of Cegid Group is mostly made up of
independent directors (eight of the 12 directors), the fact
that Mr. Bertrand has an employment contract with ICMI
would not hinder his removal as CEO of Cegid Group.
EMPLOYEE PROFIT-SHARING AND BONUS PLANS
Subsequent to the partial asset contribution between Cegid
Group and Cegid, Cegid Group has had no employees
since November 30, 2006. Most of the companies in
the Group have a collective performance bonus plan, an
employee savings plan and a statutory employee profitsharing agreement. Matching contributions to employee
savings plans totaled €0.5 million.
For fiscal year 2013, the total amount of profit-sharing paid
was €0.9 million and the amount of collective performance
bonuses was €1.5 million.
Jean-Michel Aulas is not entitled to any benefits or
compensation from ICMI should he cease or change
functions, nor is he entitled to compensation relating to a
non-compete clause.
The other tables mentioned in the AMF recommendation
published on line on December 22, 2008 do not apply and
have not been completed.
c) Cegid Group bonus share plans
Under the bonus share plans implemented on July 25, 2012
by the Board of Directors, on July 25, 2014 Patrick
Bertrand, CEO, will receive 9,006 Cegid Group shares
providing he is still with the Company and dependent on
the extent to which he has met the allocation criteria set
forth in the plans’ terms and conditions.
d) Compensation paid to the Chairman, the CEO and
members of the Board during fiscal year 2013
Gross compensation paid by Cegid Group and its
subsidiaries during fiscal year 2013 to Directors and
salaried members of the Group Executive Committee
totaled €2,392 thousand. Jean-Michel Aulas and Patrick
Bertrand receive the main share of their compensation
from ICMI, Cegid’s lead shareholder (see pages 86, 87,
173 to 175).
AGREEMENTS WITH THE CHAIRMAN, THE CEO OR
DIRECTORS - BENEFITS AND LOANS
Agreements pursuant to Articles L.225-38 et seq. of the
French Commercial Code are reported on pages 159 and
160 of this document.
Since the closing of fiscal year 2013, no new agreements,
benefits or loans have been granted to the Chairman, the
CEO or to directors.
175
Name of company
or executive
Date of first
officer
appointment
Professional
address
Jean-Michel Aulas
Date term
expires
Principal
Principal
function
function in
outside the
the company
company
Positions held over the previous
four fiscal years
Shareholders’
Meeting
approving
the 2015
financial
statements
Chairman
Chairman
and CEO,
Olympique
Lyonnais
Groupe
Chairman ICMI, Member of Cegid
Group Audit Committee, Member of
Cegid Group Strategy Committee,
Chairman CEO Cegid, Chairman
Quadratus, Director Cegid Public,
Chairman Cegid Services, Chairman
CEO Olympique Lyonnais Groupe,
Chairman Olympique Lyonnais Groupe
Stadium
Investment
Committee,
Chairman CEO Olympique Lyonnais
SAS, Director OL Voyages, Director
Association
Olympique
Lyonnais,
Chairman
Cegid
Holding
B.V.
(1)
(Netherlands)
Chairman Cegid Group, Chairman
ICMI, Member of Cegid Group Audit
Committee, Member of Cegid Group
Strategy
Committee,
Chairman
CEO Cegid, Chairman Quadratus,
Director Cegid Public, Chairman
Cegid Services, Director Servant
Soft, Chairman CEO Olympique
Lyonnais Groupe, Chairman Olympique
Lyonnais Groupe Stadium Investment
Committee, Chairman CEO Olympique
Lyonnais SAS, Director OL Voyages,
Director
Association
Olympique
Lyonnais,
Director
L’Ambassade
Limited.
Shareholders’
Meeting
approving
the 2015
financial
statements
Director
DEPUTY
CEO ICMI
Patrick Bertrand:
CEO Cegid Group, ICMI perm rep,
Member of Cegid Group Strategy
Committee, Delegated CEO Cegid,
CEO Quadratus, Chairman Cegid
Public, Director Expert & Finance (2),
Perm. rep. ICMI, Director Olympique
Lyonnais Groupe, Member of Stadium
Investment Committee, Member of
Olympique Lyonnais Groupe Audit
Committee, Director and Vice Chairman
Figesco, Member of Supervisory Board,
Martin Belaysoud (3), Director Cegid
Holding B.V. (Netherlands) (1).
Patrick Bertrand:
CEO Cegid Group, ICMI perm rep,
Committee, Delegated CEO Cegid,
Chairman & CEO Quadratus, Director
Servant Soft, Chairman Cegid Public,
Director Expert & Finance, Director
Cemagid, Perm. rep. ICMI, Director
Olympique Lyonnais Groupe, Member
of Stadium Investment Committee,
Member of Olympique Lyonnais
Groupe Audit Committee, Director and
Vice Chairman Figesco, Member of
Supervisory Board, Alta Profits, Director
Cegid Holding BV, Rep Figesco on Alta
Profits Supervisory Board, Alternate
Director l’Ambassade Ltd.
March 5,
Shareholders’
2013
Meeting
Gan Assurances
approving
4/8 cours Michelet (appt by BoD)
the 2019
92082 Paris la
financial
Défense
statements
Director
CEO GAN Director
Cemagid,
Chairman
Assurances Assuralpes, CEO Gan Assurances,
Perm Rep Gan Assurances on Board
of Cofintex 6 SA, Perm Rep Gan
Assurances on Board of Groupama
Protection Juridique, Perm Rep Gan
Assurances on Board of Groupama
Supports et Services.
Director
Cemagid,
Chairman
Assuralpes, CEO Gan Assurances on
Exec. Board of Cofintex 6 SA, Perm
Rep Gan Assurances on Exec. Board of
Groupama Protection Juridique, Perm
Rep Gan Assurances on Exec. Board
of Groupama Supports et Services.
Cegid Group
52 quai Paul
Sédallian
69009 Lyon
June 20,
1983
ICMI, represented September
by Patrick
14, 1983
Bertrand
ICMI
52 quai Paul
Sédallian
CS 30612
69258 Lyon
Cedex 09
Philippe Delerive
Franklin Devaux
Lucien Deveaux
176
Expertise - Other positions held
in all companies in 2013
June 9,
1987
Shareholders’
Meeting
approving
the 2015
financial
statements
Independent
Director
November 4, Shareholders’
1997
Meeting
approving
the 2014
financial
statements
Independent
Director
Director Embassair, Mb of Cegid Group Director Cegid Group, Member
Audit Committee, Mb of Cegid Group of Cegid Group Audit Committee,
Strategy Committee.
Committee,
Director
Embassair,
Director Fondation Nicolas Hulot,
Director Aéroclub de France, Director
Citizengate, Director Falconsecurigate,
Chairman Ascendance SAS, Director
Proteus Hélicoptères.
Mb of
Supervisory
Board of
Deveaux SA
CEO FRD Holding SAS, CEO RFD
Participations SAS, Chairman of
Supervisory Board Première Vision,
Member of Supervisory Board Deveaux
SA, Chairman of Supervisory Board
Armand Thiery SAS, Chairman of
Supervisory Board Ecce SA, Chairman
Devlocation, Director Lyonnaise de
Banque, Director Groupe Progrès SA,
CEO société Immobilière et Mobilière
de Montagny-SIMM SAS, Chairman
of Supervisory Board of Riu Aublet et
Compagnie.
Director
Cegid
Group,
CEO
FRD Holding SAS, CEO RFD
Participations SAS, CEO Grange
Tambour Participations, Chairman
of Supervisory Board Première
Vision, Member of Supervisory Board
Deveaux SA, Chairman of Supervisory
Board Armand Thiery, Chairman of
Supervisory Board Ecce SA, Chairman
Devlocation, Director Lyonnaise de
Banque, Chairman SCI Du Foie.
Name of company
or executive
Date of first
officer
appointment
Professional
address
Date term
expires
Principal
Principal
Expertise - Other positions held in all
function
function in
companies
outside the
the company
in 2013
company
four fiscal years
Jean-Luc Lenart
November
16, 2004
Shareholders’
Meeting
approving
the 2015
financial
statements
Independent
Director
Quitterie Lenoir
May 10,
2012
Shareholders’
Meeting
approving
the 2017
financial
statements
Independent Chairwoman Chairwoman Compagnie Fiduciaire Chairwoman Compagnie Fiduciaire
Director
of
Audit, Director Compagnie Fiduciaire, Audit, Director Compagnie Fiduciaire,
Compagnie Chairwoman of Cegid Group Audit Mb of Cegid Group Audit Committee.
Fiduciaire Committee (5).
Audit
Jacques Matagrin
June 12,
2002
Shareholders’
Meeting
approving
the 2019
financial
statements
Independent
Director
Le Tout Lyon
41 rue de la
Bourse
69002 Lyon
Astrid Panosyan
December Shareholders’
20, 2011
Meeting
Groupama
approving
8-10 rue d’Astorg (appt by BoD)
the 2019
75008 Paris
financial
statements
Florence Poivey
May 10,
2012
Shareholders’
Meeting
approving
the 2017
financial
statements
Director
Chairman
Altarès
Chairman,
Noirclerc
Fenêtrier
Informatique
Member
of
Supervisory
Board
of Imagination SAS, Member of
Supervisory Board of Kayentis SAS,
Vice-Chairman of Supervisory Board
of Rhapso SA, Chairman Les Sources
SC, Chairman AMC LOURCINE SC,
Chairman LENAPART SC, Director
Maeglin Software SA, Member of
Supervisory Board of Nextperformance
SAS, Chairman Minerva Athena SAS,
Chairman Altares SAS, Chairman
Manageo SAS (Groupe Minerva
Athena).
Director Cegid Group, Director and
Mb of Supervisory Board Imagination
SAS,
Chairman
of
Supervisory
Board Kayentis SAS, Director and
Mb of Supervisory Board Rhapso
SA, Chairman Les Sources SC, Mb
of Supervisory Board Clearvision,
Chairman AMC Lourcine SC, Chairman
Lenapart SC, Director NTF RTL SAS,
Director Maeglin Software SA, Mb of
Supervisory Board Nextperformance
SAS, Chairman Minerva Athena SAS,
Chairman Altares SAS, Chairman
Manageo SAS (Groupe Minerva
Athena), Mb of Supervisory Board
of Lowen Dalmasai SA and Lowen
Dalmasai Développement (subsidiary
and parent), Director Compario SA,
Mb of Supervisory Board Telima Money
SAS, Chairman Aclam.
Chairman of Cegid Group Audit
Committee (4), Member of Cegid
Group Audit Committee, Chairman
Tout Lyon, Director Olympique Lyonnais
Groupe, Member of Olympique
Committee, Chairman Association
Olympique Lyonnais, Director OL
Voyages, Chairman Noirclerc Fenêtrier
Informatique, Chairman SCI Duvalent,
Director Bemore (Switzerland).
Director Cegid Group, Chairman
of Cegid Group Audit Committee,
Member of Cegid Group Audit
Committee, Chairman Tout Lyon,
Director
Olympique
Lyonnais
Groupe, Member of Olympique
Committee, Chairman Association
Olympique Lyonnais, Director OL
Voyages, Chairman Noirclerc Fenêtrier
Informatique, Chairman SCI Duvalent,
Director
Bemore
(Switzerland),
Director Eurazis, Chairman SAS
OL Restauration, Chairman JM
Investissement.
General
Director of Fondation d’Entreprise
Secretary of Groupama pour la Santé endowment
Groupama fund, Secretary of Vaincre les Maladies
Rares, Director of Fondation Groupama
- GAN pour le Cinéma, Mb of Cegid
Group Audit Committee.
Director Cegid Group, Director
Amaline Assurances (1), Director of
Fondation d’Entreprise Groupama pour
la Santé endowment fund, Secretary
of Vaincre les Maladies Rares, Director
of Fondation Groupama - GAN pour
le Cinéma, Mb of Cegid Group Audit
Committee.
Independent Chairwoman PCS Union Plastic, Chairwoman Director Cegid Group, Chairwoman
Director
of the Board Hold’In Up, Director BPLL, Chairwoman Union Plastic, Chairwoman Holding In
of Directors of Fédération de la Plasturgie, UP, Director of BPLL.
of Union
Chairwoman of Prisme, Mb of Medef
Plastic
Executive Committee - Chairwoman
of Education Training Integration
committee, Mb Cegid Group Strategy
Committee.
177
Name of company
or executive
Date of first
officer
appointment
Professional
address
Michel Reybier
May 21,
1997
Date term
expires
Shareholders’
Meeting
approving
the 2014
financial
statements
Independent
Director
January 23, Shareholders’
2014
Meeting
Sté Thion
approving
54 rue de Charlieu (appt by BoD)
the 2015
BP 2
financial
69470 Coursstatements
la-Ville
Independent
Director
Elisabeth Thion
Valérie Bernis
178
Principal
Principal
Expertise - Other positions held in all
function
function in
companies
outside the
the company
in 2013
company
December
20, 2011
Shareholders’
Meeting
(appt by BoD) approving
the 2015
financial
statements
Director (6)
Chairman of Supervisory Board of Chairman Domaines Reybier, CEO MJ
Domaines Reybier, Chairman MM’US, France, Director EIG Hélipart, Director
Mb of Steering Committee of MOB Pebercan.
Holding, Chairman SCI LAM, Chairman
SCI Les Cranberries.
CEO
Thion/Arvix
CEO of Thion/Arvix, Chairwoman of CEO of Thion / Arvix, Chairwoman of
Sweetsol, Chairwoman of Nouveaux Sweetsol, Chairwoman of Nouveaux
Textiles.
Textiles.
Deputy CEO Deputy
CEO
GDF
SUEZ
GDF SUEZ Communications
and
Marketing,
Mb of Management Committee
GDF SUEZ, Vice-Chair GDF SUEZ
Corporate Foundation, Director SUEZ
Environnement, Mb of Supervisory
Board and Audit Committee Euro
Disney SCA, Mb of Board of Directors
& Audit Committee Bull, Mb of Cegid
Group Strategy Committee (6).
(1)
Since October 2013
(2)
Until Shareholders’ Meeting called to approve the 2012 financial statements
(3)
Since June 2013
(4)
Until March 5, 2013
(5)
Since March 5, 2013
(6)
Until July 22, 2013
four fiscal years
Deputy
CEO
GDF
SUEZ
Communications
and
Marketing,
Mb of Management Committee
GDF SUEZ, Vice-Chair GDF SUEZ
Corporate Foundation, Director SUEZ
Environnement, Mb of Supervisory
Board and Audit Committee Euro
Disney SCA, Mb of Board of Directors
& Audit Committee Bull, Mb of Cegid
Group Strategy Committee.
Shareholders’
Meetings
5-12-2014
Report of the Board of Directors
RESULTS OF THE 2013 SHARE BUYBACK PROGRAM
Proposed 2014 share buyback program
STATUTORY AUDITORS’ REPORTS
Statutory Auditors’ report on the reduction of capital
Report of the Statutory Auditors on the issuance of shares and securities with or without preferential subscription rights
Statutory Auditors’ report on the proposal to issue free share warrants in the event of a takeover bid on the Company
Statutory Auditors’ Report on the increase in capital reserved for members of an employee savings plan
Statutory Auditors’ report on the authorization to allocate subscription-type and/or purchase-type stock options
Statutory Auditors’ report on the authorization to grant new or existing bonus shares
Text of resolutions
Ordinary and Special Shareholders’ Meetings, May 12, 2014
We have called these Shareholders’ Meetings to address
the following items of business:
- Reduce share capital by canceling some or all of the
shares, provided that resolution one of the May 12, 2014
Special Shareholders’ Meeting is approved;
1. Items submitted to shareholders in their Ordinary
Meeting
- Implement any market practices allowed in the future by
the AMF and more generally, carry out any transactions
that conform with applicable regulations.
Authorization for the Board of Directors
to acquire shares pursuant to Articles
L.225-209 to L.225-212 of the French
Commercial Code (resolution six of the
Ordinary Shareholders’ Meeting)
The maximum purchase price may not exceed €45 per
share (excl. acquisition costs) subject to adjustments
related to any corporate actions and/or the par value of
the share. The maximum amount of funds allocated to this
share buyback plan would be €19,759,005, excluding
brokerage costs.
You will be asked to authorize the Board of Directors,
pursuant to Articles L.225-209 et seq. of the French
Commercial Code, European regulation no. 2273/2003
of December 22, 2003 and in accordance with market
practices recognized by the Autorité des Marchés
Financiers (AMF), with the option of sub-delegation as
permitted by law, to purchase, directly or indirectly, shares
of the Company over an 18-month period beginning on
the date of your Shareholders’ Meeting as part of a share
buyback plan at its sole discretion and at times that it will
determine pursuant to the limits stated hereinafter.
Shares could be purchased so long as:
- The number of shares acquired during the buyback
program does not exceed 10% of the Company’s share
capital at any given time. This percentage shall apply to
the share capital adjusted for transactions taking place
after the Shareholders’ Meeting. For shares purchased
under the liquidity contract, the number of shares included
in the calculation of the 10% ceiling would correspond
to the number of shares purchased, minus the number of
shares sold during the authorization period; and
- The Company does not hold more than 10% of the
share capital at any given time. This percentage would
be applied to the share capital adjusted for transactions
taking place after the Shareholders’ Meeting.
This authorization would allow the Company to pursue
the following objectives, subject to applicable law and
regulations:
- Make a market and ensure regular price quotations
through a liquidity contract that complies with the AMAFI
Code of Conduct;
- Purchase shares with an intent to hold them and offer
them at a later date in exchange or in payment for
acquisitions, in accordance with market practices
permitted by the AMF and within the limits set out by law;
- Allocate shares under the terms and conditions provided
by law, in particular in the framework of employee profitsharing, to the exercise of stock options, to an employee
savings plan, or to bonus shares granted to employees
and executive officers pursuant to Articles L.225-197-1
et seq. of the French Commercial Code;
- Remit shares of the Company upon the exercise of rights
attached to securities giving access in any way to the
shares of the Company, in accordance with applicable
regulations;
By way of example, taking into account the 484,216
shares held in treasury as of March 31, 2014, the maximum
number of shares that may be acquired, assuming none
are resold or canceled, is therefore 439,089 shares.
The acquisition, transfer or exchange of shares could be
carried out and paid by any means, and in any manner,
on the market or over the counter, including through the
use of derivative instruments, in particular via optional
transactions, provided these optional transactions do not
significantly increase the volatility of the share price, and in
accordance with applicable regulations.
These transactions could be carried out at any time
including while takeover bids are in effect on shares or
securities issued by the Company or during a takeover
bid initiated by the Company, subject however to the
abstention periods provided for by law and the General
Regulation of the Autorité des Marchés Financiers.
You will be asked to grant full powers to the Board of
Directors with the option of sub-delegation as permitted
by law, to sign all deeds, conclude all agreements, make
any declarations, complete all formalities and in general do
all that is necessary in this regard as well as to adjust the
unit price and maximum number of shares to be acquired
in proportion to any change in the number of shares or
their par value resulting from corporate actions undertaken
by the Company.
In accordance with applicable law, shareholders would
be informed in the next Management Report of purchases
and sales carried out under the program, the number of
shares held in treasury at the end of the year, the number
of shares used for each purpose and the number of shares,
if any, used for purposes other than those initially planned.
This authorization would cancel and replace the
authorization granted in resolution six of the Ordinary
2. Items submitted to shareholders in their
Special Meeting
2.1 Financial authorizations
Your Board wishes to be able, if necessary, to access the
capital markets so as to mobilize, quickly and flexibly, the
financial resources required for the development of your
Company and its Group.
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As such, your Board wishes to have authorization allowing
it, if necessary, for a period of 26 months, to increase the
share capital and issue securities giving immediate and/or
future access to the most suitable financial instruments for
the development of the Group, taking into account market
characteristics at the given time.
Consequently, the Board of Directors asks you in
resolutions two, four and eleven at your Meeting, to grant
it an overall authorization, as provided under Article L.225129 of the French Commercial Code, for a period of 26
months, to issue securities with or without shareholders’
preferential subscription rights up to a maximum par value
of increased capital of €30 million.
Therefore, if you adopt resolutions two, four and eleven
mentioned above, the authorization you would grant to
your Board of Directors to issue, at its sole discretion,
in one or more transactions, marketable securities with
or without shareholders’ preferential subscription rights
would result in allowing at such time, primarily in the latter
case, all types of securities issues, in France or abroad,
and/or in international markets according to the interests
of your Company and its shareholders.
You are also asked to grant the Board of Directors, for the
same 26-month period, additional authorizations detailed
in specific resolutions consequently required by law and
constituting exceptions to the overall authorization.
The purpose of resolution three is to allow for the increase
of share capital by incorporating reserves, earnings or
premiums up to the same par value ceiling of €30 million.
The purpose of resolution five is to authorize the Board
of Directors to increase the issue amounts in the event of
surplus demand, up to 15% for each issue, at the same
price as that of the initial issue and limited to the ceilings
set in resolutions two and four of the Special Shareholders’
Meeting.
The purpose of resolution six is to authorize the Board of
Directors to issue shares and freely fix their issue price.
The purpose of resolution seven is to authorize the Board
of Directors to increase the capital in order to compensate
contributions in kind.
These issues could be denominated in euros, foreign
currencies or any other unit of account established
through reference to a currency basket depending on the
type of securities issued.
In recommending that you grant it these authorizations,
your Board of Directors hereby provides explanatory
information, in compliance with the requirements of laws
and regulations and especially those stemming from
decree no. 2004-604 of June 24, 2004 on the resolutions
submitted to you for approval that correspond to these
authorizations. You are reminded that these authorizations
would render null and void any existing authorizations
having the same purpose.
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2.1.1 General financial authorizations
2.1.1.1 General authorization to issue shares and
securities giving access to the capital or granting
entitlement to the allocation of debt securities
Resolutions two and four are the essential components
of the overall authorization pursuant to Articles L.225129, L.225-129-2, L.228-91 and L.228-92 of the French
Commercial Code.
You are asked to grant the Board of Directors, for a
period of 26 months, an overall authorization to issue,
with or without preferential subscription rights, shares or
securities giving immediate and/or future access to capital,
or granting entitlement to the allocation of debt securities,
including bonds convertible and/or exchangeable into new
or existing shares up to a ceiling of €30 million in the par
value of capital increases. Issues of debt securities, either
as principal or intermediate securities, which might be
carried out under resolutions two and four herein, may not
exceed a limit of €200 million in par value.
2.1.1.2 Issues with preferential subscription rights
(resolution two)
In the context of the comprehensive authorization,
resolution two addresses the issuance, with the
maintenance of preferential subscription rights, of shares
(except for preferred shares) or any securities giving
immediate and/or future access to a percentage interest
in the share capital or to debt securities.
In the case of future access to shares, i.e. via the issuance
of bonds with share warrants attached, convertible bonds
or other composite securities such as bonds that are
convertible and/or exchangeable into new or existing
shares, or via standalone share warrants, your decision
would constitute or could include, depending on the case,
a waiver of your shareholder rights to subscribe to the
shares that could be obtained through the initially-issued
securities.
The authorization would thus give the Board of Directors
the possibility to issue, up to the capital increase ceiling
set by shareholders, all categories of securities that could
give access to a percentage interest in the capital or to
debt securities, and in particular bonds that are convertible
and/or exchangeable into new or existing shares. For this
purpose, you are asked to grant the Board of Directors
the power to use treasury shares as a substitute for the
new shares. The overall ceiling for the par value of capital
increases you are asked to authorize in resolution two, for
a period of 26 months, is set at €30 million. These issues
may consist of debt securities or be associated with the
issuance of debt securities or allow for their issuance
as intermediate securities within the limit of a par value
of €200 million (or equivalent value), not accounting for
adjustments that could be made in accordance with the
law.
Accordingly, you are requested to grant your Board of
Directors the broadest powers to carry out one or more
authorized issues in all markets, in all currencies and, for
debt securities, in the best interest of its shareholders; to
recognize completion; to take any measures required for
the newly issued securities to be admitted to trading on a
regulated market; to amend the bylaws accordingly; and to
take any measures necessary for servicing the securities
and exercising any related rights.
Under this authorization, shareholders would waive their
preferential subscription rights to the shares to which these
securities would give access, in favor of securities holders,
and would explicitly waive their preferential subscription
rights to the shares to which convertible bonds, share
warrants and marketable securities indicated in Articles
L.228-91 and L.228-92 of the French Commercial Code
would give access.
The Board of Directors would set the terms and conditions
for each issue, set the subscription price for the securities,
with or without premium, the methods for remitting
payment for them, their date of entitlement, the terms
for exchange, conversion and redemption, or any other
terms related to the allocation of securities giving access
to the capital. The Board of Directors can set the issue
price for shares or securities that can be created or issued
through subscription, conversion, exercise of bonds or any
other manner in such a way that Cegid Group receives
for each share created or allocated independent to any
compensation, regardless of the form, interest, issue
premium or redemption, especially a sum at least equal to
minimum price provided by legal or regulatory measures
that are in force on the day of issue.
The Board would also set the number and issue price
for the shares to be issued, the terms and conditions for
subscription and their date of entitlement. It would also set
the number and characteristics of the share warrants.
You are also asked to allow the Board of Directors to give
shareholders a reducible subscription right and, in each
case, if subscriptions have not absorbed the entire amount
of the issue and provided that subscriptions received
represent at least three-fourths of the issue, to limit the
issue to the amount of subscriptions received or to freely
distribute all or part of the unsubscribed shares or offer
them to the public, in the order that it shall determine
and in compliance with the law. The Board of Directors
would have the option of using all or only some of the
authorizations indicated above.
Finally, you are asked to allow the Board of Directors to
allocate all of the issue costs incurred under resolution
two to the corresponding premium account for capital
increases and to bring the legal reserve up to one-tenth of
the new share capital.
authorization granted to the Board of Directors in resolution
two of the Special Shareholders’ Meeting of May 10, 2012.
2.1.1.3 Issue with waiver of preferential subscription rights
(resolution four)
In the interest of your Company and its shareholders,
the Board of Directors may need to issue securities with
waiver of shareholders’ preferential subscription rights
so as to take advantage of opportunities in the financial
markets under certain circumstances.
As such, your Board requests in resolution four that you
authorize it, pursuant to Articles L.225-129, L.225-129-2,
L.225-135, L.225-136, L.228-91, L.228-92 and L.228-93
of the French Commercial Code, to issue securities
giving access to the capital or granting entitlement to
the allocation of debt securities provided for in resolution
two with waiver of shareholders’ preferential subscription
rights, up to the same €30 million ceiling (this ceiling being
distinct from the ceiling set under resolution two), for the
same period of 26 months and under the same terms and
conditions, but subject to the special points mentioned
hereinafter.
These securities may be shares (except for preferred
shares), bonds that are convertible or exchangeable
into shares, bonds with share warrants attached, share
warrants, composite securities including bonds that are
shares and in general, any securities that give access at
any time or at a fixed date, to the allocation of securities
representing a portion of share capital or of debt securities.
You are requested to authorize the Board of Directors to
use treasury shares as a substitute for the new shares.
This ceiling is subject to adjustments required by law and
regulations for the purpose of preserving the rights of
holders of previously-issued securities or warrants.
Should the Board of Directors use this authorization, the
issue price of the shares, which would confer the same
rights as existing shares, shall be determined by the Board
in such a way that for each share created or allocated,
Cegid Group receives a sum at least equal to the minimum
price provided for by applicable law and regulations as
of the date of the issue, i.e. a price at least equal to the
weighted average of the share price over the three trading
days prior to the day on which the issue price is set, to
which a discount of not more than 5% may be applied.
The issue price for securities that cannot be assimilated
with existing shares shall be such that the sum received
immediately by the Company plus any sum that might be
received in the future shall be, for each share issued as
a result of the issuance of these other securities, at least
equal to the issue price as defined above for securities that
can be assimilated with existing shares. The issue price of
the securities giving access to debt securities would be
determined by the Board of Directors pursuant to laws and
regulations, taking into account market conditions.
This authorization may be fully used to provide consideration
for securities contributed to the Company in the context of
an exchange offer on those securities pursuant to Article
L.225-148 of the French Commercial Code.
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Depending on these factors, your Board would set the
issue price for the securities and if applicable, the terms
and conditions of income to be paid on debt securities, in
the best interests of the Company and its shareholders,
taking into account all of the relevant parameters. As such,
it shall take into consideration in particular the type of
instrument issued, stock market trends and the market for
Cegid Group shares, whether the issue is effected entirely
or partially in France, the existence of any shareholder
priorities that do not give rise to negotiable rights, the
number of shares to which these securities would give
rights, in particular the number of shares that could be
subscribed to through the exercise of standalone warrants
or warrants attached to these securities, the lifetime and
exercise price of these warrants and the option, if any, to
repurchase them in the market or to purchase or exchange
securities including warrants.
Under this authorization, shareholders would waive their
preferential subscription rights to the shares to which these
securities would give access, in favor of securities holders,
and would explicitly waive their preferential subscription
rights to the shares to which convertible bonds, share
warrants and marketable securities indicated in Articles
L.228-91 and L.228-92 of the French Commercial Code
would give access.
Your Board of Directors also requests that you allow it to
use this authorization, with the option of sub-delegation
and under terms provided for by law and regulations, to
issue shares and securities giving access to the capital
of the Company to which securities that could be issued
by companies in which Cegid Group holds more than half
of the share capital, either directly or indirectly, could give
rights, under the conditions provided for by law.
Your Board of Directors requests, with the option of subdelegation and under terms provided for by law, that you
authorize the issue of securities giving access to the
capital of companies in which Cegid Group holds more
than half of the share capital, either directly or indirectly.
On this basis, you are invited to grant your Board of
Directors the broadest powers to issue these shares or
other securities, in one or more transactions, with waiver
of shareholders’ preferential subscription rights, and set
the terms and conditions for each issue as indicated in this
report with regard to resolution two.
The securities would be issued according to customary
practices in the markets in question on the date of issue.
Finally, you are requested to authorize the Board of
Directors to take all other measures required for the
issues or subsequent to their realization under the terms
stipulated hereinabove in resolution four and in particular
to modify the bylaws and to determine, in accordance with
applicable law, the terms of any adjustment necessary
to preserve the rights of holders of previously-issued
securities.
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The Board would also be able to allocate the issue fees
for the securities and warrants to the premium account
related to capital increases and bring the legal reserve up
to one-tenth of the new capital. To this end, we request
that you grant the necessary powers to the Board.
authorization granted to the Board of Directors in
resolution four of the Special Shareholders’ Meeting of
May 10, 2012.
2.1.1.4 Dates of exercise of rights to shares to be issued
in the future and methods for allocating these shares
(measures common to resolutions two and four)
To comply with regulations applicable to these securities,
the date and the procedures for allocating the shares to
be issued in the future must be mentioned. These are two
distinct but related questions, since their date of allocation
is highly dependent on the procedures. The authorization
you are requested to grant would be uniformly valid for
twenty-six months for the issuance of any security under
resolutions two and four.
Concerning securities giving future access to capital,
debt securities would give access, at any time, during the
determined periods or on fixed dates, to the allocation of
shares via conversion, redemption, exchange or any other
manner during the borrowing period. For convertible bonds
or bonds redeemable in shares, this borrowing period is
set to a maximum of 20 years, whether or not shareholders’
preferential subscription rights to the securities thus
issued are maintained; The convertible period(s) may not
exceed 20 years starting from their issuance or from the
issuance of the originally-issued securities.
Share warrants detached from said securities may be
exercised at one of the times indicated hereinabove and
lead to the creation of shares, during a period not to
exceed 10 years, whether or not shareholders’ preferential
subscription rights to the securities are maintained,
starting from the issuance of the securities.
In the case of standalone share warrants, whether issued
for consideration or for free, shares will be subscribed to
upon exercise of the warrants, at one of the times indicated
hereinabove, during a period not to exceed 10 years from
their issuance, unless these warrants have been issued
with waiver of preferential subscription rights. In this case,
the period is reduced to five years.
2.2.1 Special financial authorizations
2.2.1.1 Authorization to increase the capital by
incorporating retained earnings, reserves and share
premium (resolution three)
We ask that you authorize the Board of Directors to
increase the capital by incorporating earnings, reserves
and share premiums. Such transactions, which will not
necessarily result in the issuance of new shares, are
the subject of a special provision of Article L.225-130
of the French Commercial Code. It must be considered
under the conditions of quorum and majority required for
Ordinary Shareholders’ Meetings; we therefore ask you to
devote a specific resolution to it.
both cases, the price may be reduced by a discount of up
to 5%, provided that the amount received for each share
is at least equal to par value.
This authorization, which would also be granted for a
period of 26 months, would allow your Board to increase
the capital up to maximum amount of €30 million in one or
more transactions — the same amount as provided for in
resolution two. This ceiling would be subject to applicable
adjustments, if any, in accordance with the law.
This authorization would be granted for a period of 26
months and would cancel and replace the authorization
granted to the Board of Directors in resolution six of the
Special Shareholders’ Meeting of May 10, 2012.
You are requested to grant your Board of Directors the
necessary powers, in particular to determine the type
and amounts of the sums to incorporate, as well as the
procedures for carrying out the increase and to amend the
bylaws as a result and bring the legal reserves up to onetenth the amount of the new capital.
In the event new shares are allocated, the Board of
Directors would be able to decide that fractional rights
would not be negotiable and that the corresponding
securities would be sold, pursuant to Article L.225-130 of
the French Commercial Code.
resolution three of the Special Shareholders’ Meeting of
May 10, 2012.
2.2.1.2 Increase in the amount of securities issued in the
event of surplus demand (resolution five)
We request that you authorize the Board of Directors to
increase issue amounts in the event of surplus demand,
in the context of the authorizations in resolutions two, four
and eleven of the Special Shareholders’ Meeting, pursuant
to Articles L.225-135-1 and R.225-118 of the French
Commercial Code, up to 15% for each issue. When the
Board observes that there is surplus demand, the increase
would take place at the same price as that of the initial
issue and within the overall ceiling stipulated, depending
on the situation, in resolution two or four.
resolution five of the Special Shareholders’ Meeting of
May 10, 2012.
2.2.1.3 Authorization to issue shares and other securities
and freely set their issue price (resolution six)
In resolution six we ask that you authorize the Board of
Directors to issue shares, securities or various financial
instruments with waiver of preferential subscription
rights (under resolutions four and eleven) and freely set
their issue price, pursuant to Article L.225-136-1) of the
French Commercial Code, for up to i) 10% of the share
capital per year, and ii) the ceiling indicated in resolution
four. The Board would be free to set the price, as long
as it is not less than, at the Board’s option, either (a) the
average price of shares traded over the 20 trading days
preceding the setting of the issue price, weighted by
volume, or (b) the average price of shares traded in the
trading session immediately preceding the setting of the
issue price, weighted by volume, with the stipulation that in
2.2.1.4 Authorization for the Board of Directors to increase
the capital by up to 10% to provide valuable consideration
for contributions-in-kind (resolution seven)
In resolution seven we propose that you authorize the
Board of Directors to carry out capital increases of up
to 10% of the share capital so as to provide valuable
consideration for contributions-in-kind, pursuant to Article
L.225-147 of the French Commercial Code, with the
option of sub-delegation to any person authorized by law,
for a period of 26 months.
The 10% ceiling is independent of all other ceilings
stipulated in the other resolutions of the Special
Shareholders’ Meeting.
In resolution seven, you will be asked to authorize the
Board of Directors to approve the valuation of contributions
and grant special benefits, increase the capital or issue
securities giving access to the capital and constituting
valuable consideration for the contributions-in-kind,
recognize the completion thereof, allocate the fees and
expenses generated by the capital increase to the share
premium account, if applicable, withdraw from the share
premium account the amount required for a full allocation
to the legal reserve, and amend the bylaws accordingly.
resolution seven of the Special Shareholders’ Meeting of
May 10, 2012.
2.2.1.5 Authorization for the Board of Directors to
issue share warrants to be allocated free of charge to
shareholders of the Company (resolution eight)
You will be asked to delegate the necessary powers to
the Board of Directors, with the option of sub-delegation,
to issue share warrants to be allocated free of charge to
shareholders of the Company, in accordance with laws
and regulations pertaining to commercial companies and
in particular Articles L.225-129 to L.225-129-6, L.233-32
and L.233-33 of the French Commercial Code. These
warrants could be issued only during a takeover bid on the
Company’s securities, and only those shareholders who
are shareholders of the Company before the expiration of
the takeover bid would be able to benefit from this free
allocation of share warrants. The maximum par value of
the capital increase that could be carried out in the future
under this authorization could not exceed €15 million, with
this ceiling being independent from the ceilings provided
for in resolutions two and four of this Shareholders’
Meeting.
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In addition, the number of warrants that could be issued
under this resolution could not exceed the number of
shares comprising the Company’s capital on the day of
the decision to issue warrants.
In resolution eight, you will be asked to authorize the Board
of Directors to determine the beneficiaries, the number,
characteristics and terms for exercising the warrants, the
dates and procedures for issue, to set the entitlement date,
including retroactively, for the securities to be issued and
the terms for their repurchase, if applicable, to suspend the
rights attached to the securities to be issued, if applicable,
for a period not to exceed three months, to set the
procedures ensuring that the rights of holders of securities
giving future access to Company shares are preserved,
if applicable, in accordance with legal, regulatory and
contractual terms, to apply any and all amounts to the
share premium account and in particular issuance fees
and to deduct from this account the amounts needed to
bring the legal reserve to one-tenth of the new capital after
each increase, to take in general all necessary measures
and conclude all necessary agreements to ensure the
completion of the planned issue, to recognize the capital
increase or increases resulting from any issue carried out
pursuant to this authorization and to amend the bylaws
accordingly.
This authorization would be granted for a period of
18 months starting from its adoption at the Special
Shareholders’ Meeting. It would cancel and replace
the authorization granted under resolution two of the
May 17, 2013 Special Shareholders’ Meeting.
2.2.1.6 Authorization for the Board of Directors to use
its powers to increase or reduce share capital when the
shares of the Company are subject to a public takeover
offer (resolution nine)
You will be requested to decide, pursuant to Articles
L.233-32 and L.233-33 of the French Commercial Code,
that all of the Board’s authorizations to increase the capital
of the Company through the issuance of shares and other
securities as well as its authorizations to reduce the capital
of the Company may be used even while a takeover bid or
tender offer is in effect on the securities of the Company,
provided that the corresponding resolutions are approved
at this Special Shareholders’ Meeting, and that the legal
and regulatory conditions allowing them to be used are
met.
resolution three of the Special Shareholders’ Meeting of
May 17, 2013.
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2.2.1.7 Authorization for the Board of Directors to use
the shares acquired under the share buyback program
(resolution twelve)
You will be asked to authorize your Board of Directors,
subject to approval of resolution six of the Ordinary
Shareholders’ Meeting called for May 12, 2014, to use
the shares acquired within the framework of the share
buyback program as follows:
- allocate them as a result of the issuance of marketable
securities giving access to the Company’s capital, under
the authorizations of resolutions two, four, five, six and
seven of the Special Shareholders’ Meeting called for
May 12, 2014;
- distribute them as a result of the issuance of securities
giving access to the Company’s capital, pursuant to
resolutions two, four, five, six and seven of the Special
Shareholders’ Meeting of May 10, 2012;
- distribute them as a result of the exercise of stock options
or as bonus shares, pursuant to resolutions thirteen and
fourteen of the May 12, 2014 Special Shareholders’
Meetings.
2.2.1.8 Authorization to use the powers granted under
resolutions four, five, and six of the May 10, 2012 Special
Shareholders’ Meeting, subject to their approval, pursuant
to Article L.225-136 of the French Commercial Code,
to issue equity securities in one or more transactions
with waiver of preferential subscription rights via private
placement, as allowed under II of Article L.411-2 of the
Monetary and Financial Code (resolution eleven)
At the Special Shareholders’ Meeting on May 12, 2014,
you will be asked to delegate authority to the Board
of Directors to increase share capital through public
offerings of shares with waiver of preferential subscription
rights, or by issuing shares (excluding preferred shares)
or securities granting entitlement to the allocation of debt
securities.
We hereby inform you that Decree no. 2009-80 of
January 22, 2009 regarding public issues facilitated
recourse to a simpler, quicker method of financing than
a capital increase via public offering. The decree allows
companies to raise capital, without preferential subscription
rights, from qualified investors or from a restricted group
of investors and in this case within the limit of 20% of their
share capital per annum (Article L.225-136 of the French
Commercial Code).
Accordingly, under the terms of the resolution now
being presented to you and in application of the above
Decree, we propose that you authorize the Board of
Directors, pursuant to Article L.225-136 of the French
Commercial Code, to use the powers granted to it under
resolutions four, five and six of the May 12, 2014 Special
Shareholders’ Meeting, provided they are approved, to
issue equity securities without preferential subscription
rights, in one or more transactions via one or more private
placements, as described in II of Article L.411-2 of the
Monetary and Financial Code.
Issues of equity securities carried out under this
authorization could not, in accordance with applicable
regulations, exceed 20% of the Company’s share capital
per annum.
This report and the Statutory Auditors’ report would be
made immediately available to shareholders, then brought
to their attention at the following Shareholders Meeting.
For all capital increases that might be carried out
immediately or in the future under this authorization, the
issue price could be set in accordance with resolution six
of the May 12, 2014 Shareholders’ Meeting, provided it
is approved, within the limit of 10% of share capital per
annum.
4. Authorization for the Board of Directors to reduce
the share capital by the cancellation of shares held in
treasury (resolution one)
For all capital increases that might be carried out under this
authorization, immediately or in the future, we also ask you
to allow the Board of Directors, providing it is authorized to
do so in accordance with the terms of resolution five of the
May 12, 2011 Special Shareholders’ Meeting, to increase
the number of securities to be issued, at the same price
as that applied to the initial issue and within the deadlines
and limits stipulated in regulations applicable on the date
of the issue, up to 15% of the initial issue, when the Board
of Directors recognizes surplus demand.
We also ask you to decide that the par value of capital
increases that might be carried out immediately or in
the future under this authorization shall be attributed to
the €30 million ceiling set under resolution four of the
May 12, 2014 Special Shareholders’ Meeting, subject to
its approval, and that the par value of debt securities that
could be issued under this authorization shall be attributed
to the €200 million ceiling set under resolution four of the
May 12, 2014 Special Shareholders’ Meeting, subject to
its approval.
This authorization would take effect as of the date of your
Shareholders’ Meeting, provided it is approved, and would
remain in effect for as long as the authorizations granted
under resolutions four and six of the May 12, 2014
Special Shareholders’ Meeting are valid, provided these
resolutions are approved.
The Board of Directors would also have full powers, with
the option of sub-delegation as permitted under applicable
laws and regulations, to use the present authorization in
accordance with the terms of resolutions four, five and
six of the May 12, 2014 Special Shareholders’ Meeting,
provided they are approved.
3. Complementary report in the event the
authorizations are used
Should the Board of Directors use the authorizations
granted by shareholders, it shall prepare a complementary
report when it makes its decision, in accordance with laws
and regulations. This report shall describe the definitive
terms of the proposed issue, indicate its impact on the
shareholders and on the holders of other securities giving
access to capital, in particular regarding their share of
the Company’s shareholders’ equity, and the theoretical
impact on the market value of the share.
We request that you authorize the Board of Directors for a
period of eighteen months, subject to approval of resolution
six of the Ordinary Shareholder’s Meeting, to cancel, at its
sole discretion, in one or more transactions, within the limit
of 10% of the share capital in any 24-month period, the
shares acquired under resolution six of the May 12, 2014
Ordinary Shareholders’ Meeting (provided it is approved)
and all prior authorizations of a similar nature, and to
reduce the share capital by a corresponding amount.
5. Authorization to the Board of Directors to increase
share capital by issuing shares reserved for members
of an employee savings plan within the provisions of
Article L.3332-18 et seq. of the French Labor Code
(resolution ten)
Pursuant to Articles L.225-129-6 and L.225-138-1 of
the French Commercial Code and owing to the other
authorizations you are being asked to approve to enable
the Board of Directors to increase share capital, we are
submitting a resolution to you concerning the issuance
of shares reserved for employees of the Company and
of French or foreign companies or groups of companies,
as defined in Article L.233-16 of the French Commercial
Code, who are enrolled in an employee savings plan
pursuant to Article L.3332-18 of the French Labor Code.
This resolution would allow share capital to be increased
by up to 3% for a period of 26 months in one or more
transactions, and on the sole deliberations of the Board
of Directors. This resolution would not allow the issue of
preferred shares, with or without voting rights.
The subscription price could not be greater than the
average quoted price over the 20 trading days preceding
the day on which the Board of Directors sets the opening
date for subscriptions, nor more than 20% less than this
average or 30% less than this average when the minimum
holding period specified in the plan, in accordance with
Article L.3332-25, is greater than or equal to 10 years.
The shareholders would grant full powers to the Board of
Directors to implement this authorization. However, since
such a transaction is incompatible with the company’s
current best interests, the Board of Directors does not
recommend this resolution be passed and suggests that
you reject it.
189
6. Other authorizations
Authorization for the Board of Directors to grant bonus
shares, either existing or newly-issued (resolution
fourteen)
Authorization to grant subscription-type and/or purchasetype stock options for the benefit of employees and/
or executive officers of the companies in the Group
(resolution thirteen)
In accordance with the Group’s policies to motivate and
retain employees whom the Board of Directors and Senior
Management feel play an important role in the Group,
we propose in resolution fourteen that you authorize the
Board of Directors, pursuant to Articles L.225-197-1 et
seq. of the French Commercial Code, to grant either new
or existing bonus shares to some or all employees of the
Company and related companies, as defined in Article
L.225-197-2 of the French Commercial Code, as well as
to executive officers, on one or more occasions.
In accordance with the Group’s policies to motivate and
retain employees whom the Board of Directors and Senior
Management feel play an important role in the Group, we
propose in resolution thirteen that you authorize the Board
of Directors, pursuant to Articles L.225-177 et seq. of
the French Commercial Code for a period of thirty-eight
months, to grant, on one or more occasions, subscriptiontype or purchase-type options on Cegid Group stock to
some or all salaried employees and executive officers. The
Board of Directors would decide which type of options
to grant, the grant dates, the terms and conditions for the
granting of the options and the exercise price.
The total number of options thus granted but not yet
exercised could not confer the right to subscribe to
a number of shares in excess of legal limits. The par
value of capital increases resulting from the exercise of
subscription-type stock options granted pursuant to
this Shareholders’ Meeting. The subscription-type or
purchase-type stock options could be granted during
periods prohibited by law.
Shareholders hereby waive their preferential right to
subscribe to the shares issued as these subscription-type
stock options are exercised, in favor of the beneficiaries of
such options.
The subscription or purchase price of the shares would be
set by the Board of Directors on the day the options are
granted, pursuant to the limits and procedures stipulated
by law. The subscription or purchase price cannot be
changed during the lifetime of the option. Nevertheless,
in the event of amortization or reduction of capital, of a
change in the allocation of earnings, of the allocation of
bonus shares, of the capitalization of reserves, retained
earnings or share premiums into share capital, of the
distribution of reserves or of any issue of share capital
or of securities granting entitlement to securities giving
access to the capital and including a subscription right
reserved for shareholders, the Board of Directors shall
take the measures necessary to protect the interests of
the beneficiaries of the options pursuant to the terms of
Article L.228-99 of the French Commercial Code.
You will also be asked to approve the following proposals:
- That the Board of Directors determine the beneficiaries
of bonus share allocations as well as the terms and grant
criteria, if applicable;
- That the total number of bonus shares granted pursuant
to this resolution shall not be such that the total number
of bonus shares granted exceeds 10% of the number of
shares comprising the share capital as of the day of grant
by the Board of Directors;
- That the shares granted to beneficiaries would become
vested at the end of a period of at least two years, with
beneficiaries also obligated to hold the shares for a
minimum period of two years;
- That the Board of Directors be authorized, pursuant to
Article L.225-129-2 of the French Commercial Code, to
carry out one or more capital increases by capitalization
of reserves, retained earnings or share premiums, so as
to allocate these new bonus shares under this resolution.
The Board of Directors could adjust the number of shares
during the vesting period, if necessary, as a result of any
transactions on the Company’s capital, so as to preserve
the rights of the beneficiaries.
Shareholders recognize that they hereby waive their rights
to the part of the reserves, retained earnings or share
premiums that would be used in the event new shares, if
any, are issued.
This authorization shall be granted for thirty-eight (38)
months. It shall cancel and replace the authorization
granted to the Board of Directors in resolution six of the
7. Powers
Finally, the Board would be able to determine the terms for
adjusting the price and number of shares to be purchased
or subscribed to, in the situations stipulated by law, and
the lifetime of the options, provided that such lifetime does
not exceed ten (10) years, as well as the option exercise
periods.
We ask that you grant full powers to the members of the
Board of Directors of the Company, with the option of
sub-delegation as permitted under applicable laws and
regulations, so as to perform all necessary formalities.
authorization granted to the Board of Directors in resolution
five of the May 19, 2011 Special Shareholders’ Meeting.
Your Statutory Auditors will read their reports.
The draft resolutions attached to this report cover the
above-mentioned items in more detail.
We invite you to vote on the resolutions.
The Board of Directors
190
2013 share buyback program
Results of the May 17, 2013 share buyback program
Summary of disclosures
Disclosure by the issuer of transactions carried out on its own shares between April 1, 2013 and March 31, 2014 (1).
(1)
he period under review begins on the day following the date of the report on the previous program and ends on the day the program description is
T
published.
Percentage of shares held in treasury, either directly or indirectly: 5.24% (1)
Number of shares canceled during the last 24 months: 0 (2)
Number of shares held in portfolio: 484,216 (1)
Book value of portfolio: €8,427,584.20 (1)
Market value of portfolio: €14,405,426.00 (1)
(1)
(2)
As of March 31, 2014.
The 24 months preceding the date of publication of the program description.
Open positions on the day of publication
of the program description **
Gross transaction amounts (1) *
Purchases
Sales/
transfers
Open long positions
Call options
purchased
Number of shares
Maximum average maturity
239,705
250,995
€19.31
€19.53
Forward
purchases
Open short positions
Call options
written
Forward
sales
(2)
Average transaction price (3)
Average exercise price (4)
Amounts (€)
4,628,193.13 4,901,258.30
he period under review begins on the day following the date of the report on the previous program and ends on March 31, 2014.
T
Specify whether the transaction is a block trade or a transaction under the liquidity contract (in this case, add the issuer’s percentage).
Period remaining as of the date of publication of the program description.
(3)
Cash transactions.
(4)
For cumulative gross changes, indicate the average exercise price of exercised options and matured forward transactions.
(1)
(2)
*C
umulative gross changes include cash purchases and sales transactions as well as optional and forward transactions that have been exercised or have
matured.
** Open positions include forward purchases or sales that have not matured as well as unexercised call options.
191
Proposed 2014 share buyback program
Description of the share buyback
program to be submitted for shareholder
approval at the May 12, 2014 Ordinary
In accordance with Article 241-2 of the General
Regulation of the Autorité des Marchés Financiers as well
as European Commission regulation 2273/2003, dated
December 22, 2003, the purpose of this description is
to present the objectives and procedures pertaining
to the Company’s share buyback program, subject to
authorization by shareholders at their May 12, 2014
Ordinary Shareholders’ Meeting.
This description is available to shareholders on the
Company’s website (www.cegid.com) as well as on
the website of the Autorité des Marchés Financiers
(www.amf-france.org). A copy may also be obtained free
of charge by mail at the following address: Cegid Group,
52 quai Paul Sédallian, 69009 Lyon, France.
Percentage of share capital and breakdown of shares held
by the Company, by purpose, as of March 31, 2014
As of March 31, 2014, owing to the mandate given to
Gilbert Dupont for the share buyback program and to
the liquidity contract managed by Gilbert Dupont, the
Company held 484,216 of its own shares, representing
5.24% of the share capital, allocated to the following
purposes:
- 0.05% to make a market and ensure regular price
quotations through a liquidity contract that complies with
the AMAFI Code of Conduct,
- 4.33% as part of the issue of redeemable share
warrants to certain employees of the Company, of other
companies in the Group, of ICMI and to an executive
officer of the Company (authorized by shareholders at
their December 22, 2009 Special Meeting),
- 0.86% to allocate bonus shares in accordance with the
terms and conditions provided for by law and pursuant to
Articles L.225-197-1 et seq. of the French Commercial
Code.
Objectives of the buyback program
The objectives of the program are as follows, in decreasing
order of importance:
Code of Conduct,
192
regulations,
shares, provided resolution one of the May 12, 2014
Special Shareholders’ Meeting is approved,
Terms and conditions
Maximum percentage of share capital and maximum
number of shares the Company proposes to buy
As previously, the program shall pertain to a variable
number of shares, such that the Company does not
hold, taking into account shares it holds in treasury, more
than 10% of the existing share capital on the day of the
Ordinary Shareholders’ Meeting, called for May 12, 2014.
For information, based on the number of shares comprising
the share capital on March 31, 2014, this would represent
a maximum of 439,089 Cegid Group shares.
Maximum purchase price and maximum amount of
funds that can be committed to the program
The maximum purchase price is set at forty-five euros
(€45).
The maximum amount of funds that can be committed to
the share buyback program is set at €19,759,005.
These amounts do not include brokerage costs. The
price mentioned above shall be adjusted by the Board of
Directors in the event subscription or allocation rights are
used or in the event of transactions on the share capital
having an impact on the value of the shares.
The acquisition, transfer or exchange of shares may be
on the market or otherwise, including through the
transactions provided these optional transactions do
not significantly increase the volatility of the share price,
and in accordance with applicable regulations. These
transactions may be carried out at any time including
while a takeover bid is in effect on the shares or other
securities issued or initiated by the Company, subject to
the abstention periods provided for by law and the General
Regulation of the AMF.
permitted by the AMF and within the limits set out by law,
Characteristics of the shares covered by the buyback
program
by law, in particular in the framework of employee profitsharing, to the exercise of purchase-type stock options,
to an employee savings plan, or as bonus shares granted
to employees and executive officers pursuant to Articles
L.225-197-1 et seq. of the French Commercial Code,
ISIN code: FR0000124703
Cegid common shares are listed for trading on Eurolist by
Euronext Paris, Segment B.
Duration of the buyback program
The program shall be valid for 18 months, starting from the
date of the Meeting, i.e. until November 11, 2015.
Report of the Statutory Auditors
Statutory Auditors’ report on the reduction of capital
Special Shareholders’ Meetings, May 12, 2014
(resolutions one and nine)
In our capacity as Statutory Auditors of your Company, and in execution of our assignment pursuant to Article L.225-209
of the French Commercial Code in the event of capital reductions through the cancellation of shares held in treasury, we
have prepared the present report to inform you of our assessment of the reasons for and terms of the proposed capital
reduction.
Your Board proposes that you grant it full authority, for 18 months starting on the date of this Shareholders’ Meeting,
to cancel the shares purchased subject to a maximum of 10% of the Company’s capital per 24-month period, under an
authorization for your Company to purchase its own shares in accordance with the provisions in the above-mentioned
article.
Your Board of Directors also proposes, under resolution nine, to use its powers of delegation in the event of a takeover
bid on the Company’s shares that falls under the scope of paragraph 1 of Article L.233-33 of the French Commercial
Code.
consisted in examining whether or not the reasons for and terms of the proposed reduction in share capital, which is not
intended to jeopardize shareholder equality, are legitimate.
We have no observations to make on the reasons for and terms of the proposed reduction in share capital.
Mazars
Christine Dubus
Grant Thornton
Thierry Chautant
193
Report of the Statutory Auditors on the issuance of shares and securities with or without preferential
subscription rights
(Resolutions two, four, five, six, seven, nine and eleven)
In our capacity as Statutory Auditors of your Company and in execution of our assignment pursuant to Articles L.228-92
and L.225-135 of the French Commercial Code, we hereby submit our report on the proposal to authorize the Board of
Directors to issue shares and/or various financial instruments. You will be asked to vote on these transactions.
Your Board of Directors proposes, on the basis of its report, that:
- you authorize it, for a 26-month period, to decide upon the following transactions and set the definitive terms for these
issues and, where applicable, to waive your preferential subscription rights:
- issue of ordinary shares and securities giving access to the Company’s share capital or giving the right to allocate
debt securities while maintaining preferential subscription rights (resolution two),
- issue of ordinary shares and securities giving access to the Company’s share capital or, in accordance with Article
L.228-93 of the French Commercial Code, to the share capital of any company that directly or indirectly holds more
than half of its share capital or in which your Company either directly or indirectly holds more than half the share
capital, or giving the right to allocate debt securities with waiver of preferential subscription rights via public takeover
bids (resolution four). These securities may be issued as valuable consideration for securities that the Company
may receive through a public exchange offer on securities in line with the terms set forth in Article L.225-148 of the
French Commercial Code,
- issue of ordinary shares and securities giving access to the Company’s share capital or, in accordance with Article
L.228-93 of the French Commercial Code, to the share capital of any company that directly or indirectly holds
more than half of its share capital or in which your Company either directly or indirectly holds more than half the
share capital, or giving the right to allocate debt securities with waiver of preferential subscription rights via offers
as indicated in II of Article L.411-2 of the French Monetary and Financial Code and limited to 20% of share capital
per year (resolution eleven),
- you authorize it, under resolution six and in the context of authorizing the delegation referred to in resolutions four and
eleven, to set the issue price within the annual legal limit of 10% of the share capital.
- you authorize it, with the option of sub-delegation and for a period of 26 months, to set the terms of the issuance of
ordinary shares or securities giving access to ordinary shares, with a view to providing valuable consideration to a
company in the form of share capital or securities giving access to the capital (resolution seven), up to a maximum of
10% of the share capital.
Your Board of Directors also proposes, under resolution nine, that it use its powers of delegation in the event of a takeover
bid on the Company’s shares falling under the scope of paragraph 1 of Article L.233-33 of the French Commercial Code.
The overall nominal amount of capital increases likely to be carried out in the short or long term shall not exceed €30 million
for those falling under the scope of resolution two, and €30 million for those falling under the scope of resolutions four
and eleven. The overall nominal amount of debt securities likely to be issued shall not exceed €200 million for issues
falling under the scope of resolution two, and €200 million for issues falling under the scope of resolutions four and
eleven.
These thresholds take into account the additional number of securities created in the context of authorizing powers under
resolutions two, four and eleven, in accordance with the terms set forth in Article L.225-135-1 of the French Commercial
Code, if you approve resolution five.
Your Board of Directors must establish a report in accordance with Articles R.225-113 et seq. of the French Commercial
Code. Our role is to express an opinion on the fair presentation of the quantitative information drawn from the financial
statements, on the proposal to waive preferential subscription rights and on certain other information concerning such
capital increases, as set forth in the report.
consisted in verifying the content of the Board of Directors’ report relative to these transactions, and the procedures for
determining the price of the shares to be issued.
194
Subject to a subsequent review of the terms and conditions of the proposed issues, we have no observations to make
concerning the procedures for determining the issue price of future equity securities, as indicated in the Board of
Directors’ report in line with resolutions four, six and eleven.
Furthermore, as this report does not detail the terms for setting the issue price of new securities carried out in line with
resolutions two and seven, we are unable to give our opinion on the choice of elements used to calculate the issue price.
As the definitive terms under which issues will be carried out are not set, we do not express our opinion on them, and
consequently on the proposal to waive preferential subscription rights in resolutions four, six and eleven.
In accordance with Article R.225-116 of the French Commercial Code, we will issue an additional report should your
Board of Directors use these authorizations to issue securities giving access to the capital or giving permission to
allocate debt securities and for any issue with waiver of preferential subscription rights.
Mazars
Christine Dubus
Grant Thornton
Thierry Chautant
195
Statutory Auditors’ report on the proposal to issue free share warrants in the event of a takeover bid
on the Company
(resolution eight)
In our capacity as Statutory Auditors of your Company, and in execution of our assignment pursuant to Article L.228-92
of the French Commercial Code, we hereby submit our report on the proposal to issue share warrants free of charge in
the event of a takeover bid on the Company. You will be asked to vote on this transaction.
Your Board of Directors, based on its report, requests that you authorize it, for a period of 18 months from this
Shareholders’ Meeting, with the option of sub-delegation and within the framework of Article L.233-32 II of the French
Commercial Code, to:
- issue warrants subject to Article L.233-32-II of the French Commercial Code and allowing holders to subscribe, under
preferential terms, to one or more shares of the Company, and to allocate them free of charge to all shareholders who
are shareholders of the Company before the expiration of the takeover bid,
- set the exercise terms and the features of such warrants.
The maximum par value of shares that could be issued in this way cannot exceed the ceiling of €15 million and the
maximum number of warrants that could be issued cannot exceed the number of shares that comprise the capital on the
day of the decision to issue.
Your Board of Directors must establish a report in accordance with Articles R.225-113 et seq. of the French Commercial
Code. It is our responsibility to provide our opinion on the fair presentation of the quantitative information drawn from the
financial statements and on certain other information concerning the issue, provided in this report.
consisted in verifying the content of the Board of Directors’ report relative to this transaction.
We have no observations to make concerning the information provided in the report of the Board of Directors on the
planned transaction to issue share warrants in the event of a takeover bid on at the Company.
Should your Board of Directors use this authorization, we will issue an additional report for the purpose of confirmation
via a Shareholders’ Meeting, as provided for in Article L.233-32 III of the French Commercial Code, and in accordance
with Article R.225-116 of the French Commercial Code.
Mazars
196
Christine Dubus
Grant Thornton
Thierry Chautant
Report
of
the
Board
of Directors
Report
of
the
Statutory
Auditors
Statutory Auditors’ Report on the increase in capital reserved for members of an employee savings plan
(resolution ten)
In our capacity as Statutory Auditors of your Company and in execution of our assignment pursuant to Articles
L.225-135 et seq. of the French Commercial Code, we hereby submit our report on the plan to increase capital by
issuing ordinary shares and/or marketable securities giving access to the capital, with waiver of preferential subscription
rights, for a maximum amount of 3% of the share capital. You will be asked to vote on this transaction.
This capital increase is submitted for your approval in accordance with Articles L.225-129-6 of the French Commercial
Code and L.3332-18 et seq. of the French Labor Code.
Your Board of Directors proposes, on the basis of its report, that you authorize it to set the terms of this transaction and
waive your preferential subscription rights to the shares to be issued, for a period of 26 months.
Your Board of Directors must establish a report in accordance with Articles R.225-113 and R.225-114 of the French
Commercial Code. Our role is to express an opinion on the fair presentation of the quantitative information drawn
from the financial statements, on the proposal to waive preferential subscription rights and on certain other information
concerning such capital increases, as set forth in the report.
consisted in verifying the content of the Board of Directors’ report relative to this transaction, and the procedures for
determining the price of the shares to be issued.
Subject to a subsequent review of the terms and conditions of the proposed capital increase, we have no observations
to make concerning the procedures for determining the issue price of future equity securities, as indicated in the Board
of Directors’ report.
As the terms under which the capital increase would be carried out have not been set, we do not express an opinion on
them, nor, consequently, on the proposal made to you for the waiver of preferential subscription rights.
Should your Board of Directors use this authorization, we will issue an additional report, in accordance with Article
R.225-116 of the French Commercial Code.
Mazars
Christine Dubus
Grant Thornton
Thierry Chautant
197
Statutory Auditors’ report on the authorization to allocate subscription-type and/or purchase-type stock options
(resolution thirteen)
In our capacity as Statutory Auditors of your Company, and in execution of our assignment pursuant to Articles
L.225-177 and R.225-144 of the French Commercial Code, we hereby submit our report on the authorization to issue
subscription-type and/or purchase-type stock options for your Company’s salaried employees and/or executive officers
and related companies as defined by Article L.225-180 of the French Commercial Code. You will be asked to vote on
this transaction.
On the basis of its report, your Board of Directors requests that you authorize it, for a period of 38 months, to grant
subscription-type or purchase-type stock options.
It is the responsibility of the Board of Directors to submit a report on the reasons behind the creation of the subscriptiontype or purchase-type stock options and on the procedures proposed for setting the subscription or purchase price
thereof. Our role is to express an opinion on the methods proposed for setting the share subscription or purchase price.
required us to verify that the methods proposed for setting the share purchase or subscription price were disclosed in
the report of the Board of Directors, that they complied with legislation and regulations.
We have no observations to make on the methods proposed for setting the share subscription or purchase price.
Mazars
198
Christine Dubus
Grant Thornton
Thierry Chautant
Report
of
the
Board
of Directors
Report
of
the
Statutory
Auditors
Statutory Auditors’ report on the authorization to grant new or existing bonus shares
(resolution fourteen)
In our capacity as Statutory Auditors of your Company and in accordance with our assignment pursuant to Article
L.225-197-1 of the French Commercial Code, we have prepared this report on the proposed authorization to grant new
or existing bonus shares to certain employees and to the executive officers of Cegid Group and related companies, as
defined by Article L.225-197-2 of the French Commercial Code. You will be asked to vote on this transaction.
On the basis of its report, your Board of Directors requests that you authorize it, for a period of 38 months, to grant new
or existing bonus shares.
The Board of Directors is responsible for preparing a report on the planned transaction. Our responsibility is to inform
you of our observations, if any, on the information thus provided regarding the planned transaction.
consisted in verifying that the procedures planned and indicated in the report of the Board of Directors are consistent
with the provisions of the law.
We have no observations to make regarding the information contained in the report of the Board of Directors on the
proposal to authorize the allocation of bonus shares.
Mazars
Christine Dubus
Grant Thornton
Thierry Chautant
199
Text of resolutions
1. Resolutions proposed at the Special Meeting
of Shareholders
RESOLUTION ONE
The shareholders hereby decide that in the event the
Company holds some of its own shares when dividends
are to be paid, the portion of net income corresponding to
the unpaid dividends on these shares shall be allocated to
the "Retained earnings" account.
The dividend will be paid on May 19, 2014.
(Approval of annual financial statements, ratification of
Board performance)
The shareholders, having reviewed the reports of the
Board of Directors and the Statutory Auditors, approve
the consolidated financial statements for the period ended
December 31, 2013 including the income statement,
balance sheet and notes as presented, resulting in net
income of €3,764,127.79, along with the operations
reflected in these statements or summarized in these
reports.
In consequence, they fully and unconditionally ratify the
performance of the Company’s Board of Directors in the
execution of their duties.
RESOLUTION TWO
In accordance with Article 243 bis of the French Tax Code,
the table below shows dividends paid on earnings of the
three previous financial years:
Fiscal year
Number of
shares
2012
2011
2010
9,233,057
9,233,057
9,233,057
Net dividend
per share (€)
1.05
1.05
1.05
Total per
share (€)
1.05
1.05
1.05
Total net
dividend (€)
9,694,709.85 9,694,709.85 9,694,709.85
Dividend
eligible for the
40% exclusion
(€)
9,694,709.85 9,694,709.85 9,694,709.85
(Approval of the consolidated financial statements)
The shareholders, having reviewed the reports of the
Board of Directors and the Statutory Auditors, approve
the consolidated financial statements for the period ended
December 31, 2013 including the income statement,
balance sheet and notes as presented, resulting in net
income attributable to parent company shareholders of
€18,773,338, along with the operations reflected in these
statements or summarized in these reports.
RESOLUTION FIVE
RESOLUTION THREE
RESOLUTION SIX
(Approval of agreements pursuant to Articles L.225-38 et
seq. of the French Commercial Code)
(Authorization for the Board of Directors to acquire shares
pursuant to Articles L.225-209 to L.225-212 of the
French Commercial Code)
The shareholders, having reviewed the special report of
the Statutory Auditors, approve the transactions that took
place during the fiscal year, as described in the Statutory
Auditors’ special report on the agreements pursuant to
Articles L.225-38 et seq. of the French Commercial Code,
and the terms of this report.
RESOLUTION FOUR
(Allocation of net income and payment of dividend)
The shareholders, upon the proposal of the Board
of Directors and after recognizing that the financial
statements for the year ended December 31, 2013
resulted in net income of €3,764,127.79, which after
addition of retained earnings of €8,833,633.62 makes a
distributable total of €12,597,761.41, decide to allocate
this amount as follows:
- Payment of a dividend of €1.10 per share
Totaling, for 9,233,057 shares
€10,156,362.70
- Retained earnings
Total
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€2,441,398.71
€12,597,761.41
(Amount of director’s fees to be paid with respect to the
current year)
The shareholders, having reviewed the report of the Board
of Directors, decide to allocate director’s fees to the Board
of Directors with respect to the current year in the amount
of €140,000.
The shareholders, having reviewed the report of the
Board of Directors and the information contained in the
Company Registration Document filed with the Autorité
des Marchés Financiers, authorize the Board of Directors
with the option of sub-delegation as permitted by law,
in accordance with Articles L.225-209 et seq. of the
French Commercial Code, Regulation 2273/2003 of the
European Commission dated December 22, 2003, and
market practices recognized by the Autorité des Marchés
Financiers, to repurchase shares of the Company in one
or more transactions, at its own discretion, at times it will
determine and up to the limits stipulated hereafter.
Shares shall be able to be purchased so long as:
- The number of shares acquired during the duration of the
buyback program does not exceed 10% of the Company’s
share capital at any given time. This percentage shall
apply to the share capital adjusted for transactions
taking place after this Shareholders’ Meeting. For shares
purchased under the liquidity contract, the number of
shares included in the calculation of the 10% ceiling
Text of resolutions
shall correspond to the number of shares purchased,
minus the number of shares sold during the authorization
period, and
- The Company does not hold more than 10% of the share
capital at any given time. This percentage shall apply to
the share capital adjusted for transactions taking place
after the Shareholders’ Meeting.
Shares may be purchased for the following reasons:
Code of Conduct,
permitted by the AMF and within the limits set out by law,
by law, in particular in the framework of employee profitsharing, to the exercise of purchase-type stock options,
to an employee savings plan, or as bonus shares granted
to employees and executive officers pursuant to Articles
L.225-197-1 et seq. of the French Commercial Code,
regulations,
shares, provided that resolution one of the present
Special Shareholders’ Meeting is approved, or
The acquisition, transfer or exchange of shares may be
on the market or otherwise, including through the
transactions provided these optional transactions do
not significantly increase the volatility of the share price,
and in accordance with applicable regulations. These
transactions may be carried out at any time including
while a takeover bid is in effect on the shares or other
securities issued by the Company, or during a takeover
bid initiated by the Company, subject to the abstention
periods provided for by law and the General Regulation
of the AMF.
The amount of capital purchased or transferred through
block trades may reach the total amount of the program.
The maximum purchase price may not exceed €45 per
share (excl. acquisition costs) subject to adjustments
related to any corporate actions and/or the par value of
the share.
The maximum amount under the program is therefore
€19,759,005 (excl. brokerage fees).
By way of example, taking into account the 484,216
shares held in treasury as of March 31, 2014, the maximum
number of shares that may be acquired, assuming none
are resold or canceled, is therefore 439,089 shares.
The shareholders grant full powers to the Board of
Directors with the option of subdelegation as permitted
by law, to sign all deeds, conclude all agreements, make
any declarations, complete all formalities and in general do
all that is necessary. The shareholders grant the Board of
Directors full powers to adjust the unit price and maximum
number of shares to be acquired in proportion to the
change in the number of shares or their par value resulting
from corporate actions undertaken by the Company.
This authorization is granted for eighteen (18) months
starting with the present Meeting.
For the unused amount, this authorization shall cancel and
replace the authorization granted in resolution six of the
Ordinary Shareholders’ Meeting of May 17, 2013.
Shareholders acknowledge that if the Board of Directors
were to use this authorization, it would include information
relative to the execution of this share buyback program in
the report to shareholders stipulated in Article L.225-100
of the French Commercial Code and in accordance with
Article L.225-211 of the same code.
RESOLUTION SEVEN
(Ratification of the appointment of Elisabeth Thion, as
Board member)
Having reviewed the report of the Board of Directors,
shareholders hereby ratify the interim appointment
of Elisabeth Thion during the Board meeting on
January 23, 2014, replacing Valérie Bernis, who has
resigned from the Board. Ms. Thion will serve out
her predecessor’s remaining term, which ends at the
Shareholders’ Meeting called to approve the financial
statements of the year ending December 31, 2015.
RESOLUTION EIGHT
Having reviewed the report of the Board of Directors, the
shareholders hereby renew the directorship of Jacques
Matagrin for a period of six (6) years, in accordance
with Article 12 of the Company’s bylaws, i.e. until the
Mr. Matagrin’s term expires at the end of the present
RESOLUTION NINE
Having reviewed the report of the Board of Directors,
the shareholders hereby renew the directorship of Astrid
Panosyan for a period of six (6) years, in accordance
Ms. Panosyan’s term expires at the end of the present
RESOLUTION TEN
Having reviewed the report of the Board of Directors, the
shareholders hereby renew the directorship of Philippe
Delerive for a period of six (6) years, in accordance
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Text of resolutions
Mr. Delerive’s term expires at the end of the present
RESOLUTION ELEVEN
(Appointment of Michel Baulé as new Board member)
The shareholders, having reviewed the report of the
Board of Directors, hereby appoint Michel Baulé, residing
at 30, rue Francis Chirat, 26100 Romans (France), as
a new Board member for a period of six years, i.e. until
the Shareholders Meeting called to approve the financial
statements for the year ended December 31, 2019.
RESOLUTION TWELVE
(Appointment of Francis Thomine as new Board member)
of Directors, hereby appoint Francis Thomine, residing
at 19 rue Rémy Dumoncel, 75014 Paris (France), as a
new Board member for a period of six years, i.e. until the
Shareholders Meeting called to approve the financial
RESOLUTION THIRTEEN
(Renewal of the terms of the Statutory Auditor, Grant
Thornton)
of Directors, hereby renew the term of Grant Thornton as
principal Statutory Auditor for a period of six years, i.e. until
the Shareholders Meeting called to approve the financial
RESOLUTION FOURTEEN
(Renewal of the terms of the Statutory Auditor, IGEC)
of Directors, hereby renew the term of IGEC as alternate
Statutory Auditor for a period of six years, i.e. until the
Shareholders Meeting called to approve the financial
RESOLUTION FIFTEEN
(Powers to accomplish legal formalities)
The shareholders grant full powers to the bearer of an
original, copy or extract of the minutes of this Meeting to
carry out all legal filings, publications and other formalities.
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2. Resolutions proposed at the Special
RESOLUTION ONE
(Authorization for the Board of Directors to reduce the
share capital through cancellation of shares held in
treasury)
The shareholders, voting according to the conditions of
quorum and majority required for Special Shareholders’
Meetings, having reviewed the report of the Board of
Directors and the Statutory Auditors’ special report,
authorize the Board of Directors with the option of subdelegation as permitted under applicable laws and
regulations in accordance with Article L.225-209 of
the French Commercial Code, to cancel, at its own
discretion, in one or more transactions, within the limit
of 10% of the share capital in any 24-month period, with
this percentage applying to the share capital adjusted for
transactions taking place after this Shareholders’ Meeting,
shares repurchased under the authorization granted by
resolution six of the Ordinary Shareholders’ Meeting,
provided it is approved, or any similar resolution approved
by shareholders at previous shareholders’ meetings,
and to reduce the share capital in due proportion by the
cancellation of shares.
The shareholders grant this authorization for 18 months
from the date of this Meeting, and vest all powers in the
Board of Directors, with the option of sub-delegation
as permitted under applicable laws and regulations
in accordance with Article L.225-209 of the French
Commercial Code, to determine the definitive amount of
the capital reduction within the limits provided by law and
this resolution, to determine the procedures, record its
completion, allocate the difference between the purchase
price of the shares and their par value to the reserve or
share premium accounts of their choosing, carry out all
actions, formalities or representations required to finalize
the reductions of capital carried out by virtue of this
authorization and to amend the bylaws accordingly.
replace the authorization granted in resolution one of the
RESOLUTION TWO
(Authorization for the Board of Directors to issue securities
with maintenance of preferential subscription rights)
The shareholders, voting according to the conditions
of quorum and majority required for Special
Shareholders’ Meetings, having reviewed the Statutory
Auditors’ special report and the report of the Board
of Directors, authorize the Board of Directors with
the option of sub-delegation as permitted under
applicable laws and regulations in accordance
with Articles L.225-129, L.225-129-2, L.228-91
and L.228-92 of the French Commercial Code, for a
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period of twenty-six (26) months, to increase the share
capital and to issue marketable securities giving access
to the capital or providing entitlement to the allocation of
debt securities. This authorization shall be valid for use on
one or more occasions, in amounts and at times deemed
appropriate by the Board, both in France and abroad and/
or on the international market.
Use of this authorization shall not result in an increase
in the capital, nor provide entitlement to the allocation
of shares exceeding a par value of €30 million of share
capital (or equivalent value), not including adjustments
that might be applied, in accordance with the law.
These issues may consist of debt securities or be
associated with the issuance of debt securities or allow
for their issuance as intermediate securities within the
limit of a par value of €200 million (or equivalent value),
not accounting for adjustments that could be made in
accordance with the law.
The shareholders have a preferential subscription right
on securities giving access to the capital and issued
pursuant to this authorization. This right shall be exercised
irreducibly, and should the Board so decide, reducibly.
Shareholders hereby waive, in favor of the holders of
securities giving access to the capital, their preferential
subscription rights to the shares or to the securities giving
access to the capital to which these securities would
provide entitlement.
If subscription is insufficient, the Board of Directors can
decide, in the order that it shall determine, to either limit
the amount of the issue of securities to the amount of
the subscriptions received, provided that the received
subscriptions represent at least three-fourths of the
issue decided, or to offer to the public all or a part of the
unsubscribed securities, or to freely distribute all or a part
of the unsubscribed securities. The Board of Directors can
use all of the facilities mentioned above or only some of
them.
The shareholders also authorize the Board of Directors,
with the option of sub-delegation and under terms
provided for by law, to use this authorization to issue
shares and securities giving access to the capital of
companies in which Cegid Group holds more than half of
the share capital, either directly or indirectly.
Directors, with the option of sub-delegation under the
conditions provided for by law, to issue the securities of
its choosing, with payment in cash and/or by offset of
debt securities, determine the characteristics thereof, set
the terms and conditions for their issue and for payment
thereof, recognize the completion thereof and amend the
bylaws as required by any capital increase, allocate the
issue costs to the share premium account if it so desires
and bring the reserve account to one-tenth of the new
capital.
The Board of Directors may:
- set the characteristics for the planned share issue,
in particular, their issue price (with or without issue
premium) the subscription terms and conditions and
their date of entitlement;
- set the number and the characteristics of the redeemable
share warrants and decide, if the Board deems it
advantageous to do so, at the terms and conditions it
shall establish, that the warrants may be redeemed
or repurchased, or that they shall be allocated free of
charge to shareholders in proportion to their rights in the
share capital;
- more generally, set the characteristics of all securities
and, in particular, the terms and conditions for allocating
shares, the maturity of bond issues, whether or not
they are subordinated, the currency in which they
are denominated, the procedures for repayment of
the principal, with or without a premium, amortization
methods and early repayment, if applicable, fixed
or variable interest rates and the remittance date.
Remuneration on the securities may include a variable
portion calculated with respect to revenues and earnings
of Cegid Group and a deferred payment in the absence
of distributable earnings;
- set the issue price for shares or securities that might
be created pursuant to the previous paragraphs so that
Cegid Group receives for each share created or allocated
independently of any remuneration, including interest,
issue premium or discount, an amount at least equal to
the minimum price provided by laws and regulations in
force on the day of issuance;
- decide, in accordance with resolution six of the Ordinary
Shareholders’ Meeting (provided it is approved), relating
to the authorization for the Board of Directors to acquire
shares of the Company and in the context of previous
share buyback programs, to use the shares acquired to
allocate them as a result of the issuance of securities
issued pursuant to this authorization;
- take all measures intended to preserve the rights of the
owners of securities issued, as required by laws and
regulations;
- suspend, if necessary, the exercise of the rights attached
to these securities for a fixed period of time in accordance
with law and regulations;
- take all measures and perform all formalities required for
the rights, shares, securities and warrants created to be
admitted to trading on a regulated market.
Within the framework of current laws and regulations, the
Board of Directors shall determine the adjustment rules to
be followed if Cegid Group were to carry out new financial
transactions that would require such adjustments in order
to preserve the rights of the holders of previously-issued
securities; the authorization contained in this resolution
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Text of resolutions
to increase the capital by €30 million may be further
increased by the par value of the additional securities to
be issued so as to preserve the rights of the holders of
such previously-issued securities.
This authorization shall cancel and replace the unused
amount of the authorization granted by shareholders in
resolution two of the May 10, 2012 Special Shareholders’
Meeting.
RESOLUTION THREE
(Authorization for the Board of Directors to increase share
capital by incorporating reserves, retained earnings or
premiums)
of Directors, voting according to the conditions of quorum
and majority required for Ordinary Shareholders’ Meetings,
hereby authorize the Board of Directors - with the option
of sub-delegation under legal and regulatory conditions
- within the framework of the authorization granted in
resolution two of this Special Shareholders’ Meeting
(provided it is approved), for a period of twenty-six (26)
months and within the amount of €30 million provided
for in that resolution, to increase the share capital in one
or more transactions to be determined by the Board,
by incorporating reserves, earnings or premiums, then
creating and allocating shares free of charge or increasing
the par value of existing shares or a combination of these
two methods as determined by the Board.
This ceiling is subject to the consequences of adjustments
applicable to share capital, if any, in accordance with the
law.
In the event of an increase in capital resulting in the
allocation of new shares, the Board of Directors may
decide that the rights representing fractional shares are
not negotiable and that the corresponding shares will be
sold, in accordance with Article L.225-130 of the French
Commercial Code.
The Board of Directors shall be able to take all measures
necessary to amend the bylaws accordingly.
resolution three of the May 10, 2012 Special Shareholders’
Meeting.
RESOLUTION FOUR
(Authorization for the Board of Directors to issue securities
with waiver of preferential subscription rights)
Meetings, having reviewed the Statutory Auditors’ special
report and the report of the Board of Directors, authorize
the Board of Directors with the option of sub-delegation
as permitted under applicable laws and regulations in
accordance with Articles L.225-129, L.225-129-2,
L.225-135, L.225-136, L.228-91, L.228-92 and L.228-93
of the French Commercial Code, for a period of twenty-six
(26) months, to increase the share capital and to issue
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marketable securities giving access to the capital or
providing entitlement to the allocation of debt securities.
This authorization shall be valid for use on one or more
occasions, in amounts and at times deemed appropriate
by the Board, both in France and abroad and/or on the
international market with waiver of preferential subscription
rights.
Use of this authorization shall not result in an increase
in the capital, nor provide entitlement to the allocation of
shares representing a percentage interest in the capital
exceeding a par value of €30 million (or equivalent
value), not including adjustments that might be applied, in
accordance with the law, it being stipulated that this ceiling
is distinct from the €30 million ceiling applicable to share
increases with maintenance of preferential subscription
rights set in resolution two of this Special Shareholders’
Meeting.
These issues may consist of debt securities or be
associated with the issuance of debt securities or allow
for their issuance as intermediate securities within the limit
of a par value of €200 million (or equivalent value), not
including adjustments that might be applied, in accordance
with the law, it being stipulated that this ceiling is different
from the €200 million ceiling set in resolution two.
The shareholders hereby waive their preferential
subscription rights to shares and securities to be issued
under this authorization, up to the amount defined above.
Shareholders hereby waive, in favor of the holders of
securities giving access to the capital, their preferential
subscription rights to the shares or to the securities giving
access to the capital to which these securities would
provide entitlement.
If the issue is carried out in France in full or in part, or for
the portion of the issue earmarked for the French market,
the Board of Directors can grant to the shareholders, on
all or part of the securities issued under this resolution,
a priority period for which it shall set the terms and
conditions of exercise within the limitations of current laws
and regulations. This subscription priority shall not result in
the creation of negotiable rights.
Should the Board of Directors use this authorization, and
subject to resolution six below (provided it is approved),
the issue price for the securities that can be assimilated
with shares admitted for trading on a regulated market,
to be issued immediately or in a deferred manner, shall
be determined by the Board of Directors in such a way
that the Company receives an amount at least equal to
the minimum price provided by laws and regulations in
force on the day of issuance. The issue price for securities
that cannot be assimilated with traded securities shall be
such that the sum received immediately by the Company
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plus any sum that might be received in the future shall be,
for each share issued as a result of the issuance of these
other securities, at least equal to the issue price as defined
above for securities that can be assimilated with traded
securities. The issue price of the securities giving access
to debt securities would be determined by the Board of
Directors pursuant to laws and regulations, taking into
account market conditions.
The Board of Directors may, if subscriptions have not
absorbed the total amount of the issue of securities, limit
the issue to the amount of the received subscriptions, in
accordance with the law (provided that in the event the
Board of Directors should decide to issue new common
shares the amount of received subscriptions must be
at least 75% of the amount of the planned increase), or
freely distribute the unsubscribed securities. The Board of
Directors may use in the order of its choosing some or all
of the options mentioned above.
with the option of sub-delegation and under terms provided
for by law, to use this authorization to issue shares and
securities giving access to the capital of the Company
to which securities that could be issued by companies
in which Cegid Group holds more than half of the share
capital, either directly or indirectly, could give rights.
with the option of sub-delegation and under terms
provided for by law, to use this authorization to issue
shares and securities giving access to the capital of
companies in which Cegid Group holds more than half of
the share capital, either directly or indirectly.
This authorization to issue securities could be used in full
to provide valuable consideration for securities that might
be contributed to the Company during a public exchange
offer on securities meeting the conditions pursuant to
Directors, with the option of sub-delegation under the
conditions provided for by law, to issue the securities of
its choosing, with payment in cash and/or by offset of
debt securities, determine the characteristics thereof, set
the terms and conditions for their issue and for payment
thereof, recognize the completion thereof and amend the
bylaws as required by any capital increase, allocate the
issue costs to the share premium account if it so desires
and bring the reserve account to one-tenth of the new
capital.
The Board of Directors may:
- set the characteristics for the planned share issue,
in particular, their issue price (with or without issue
premium) the subscription terms and conditions and
their date of entitlement;
- set the number and the characteristics of the redeemable
share warrants and decide, if the Board deems it
advantageous to do so, at the terms and conditions it
shall establish, that the warrants can be redeemed or
repurchased;
- more generally, set the characteristics of all securities
and, in particular, the terms and conditions for allocating
shares, the maturity of bond issues, whether or not
they are subordinated, the currency in which they
are denominated, the procedures for repayment of
the principal, with or without a premium, amortization
methods and early repayment, if applicable, fixed
or variable interest rates and the remittance date.
Remuneration on the securities may include a variable
portion calculated with respect to revenues and earnings
of Cegid Group and a deferred payment in the absence
of distributable earnings;
- decide, in accordance with resolution six of the Ordinary
Shareholders’ Meeting (provided it is approved), relating
to the authorization for the Board of Directors to acquire
shares of the Company and in the context of previous
share buyback programs, to use the shares acquired to
allocate them as a result of the issuance of securities
issued pursuant to this authorization;
- take all measures intended to preserve the rights of the
owners of securities issued, as required by laws and
regulations;
- suspend, if necessary, the exercise of the rights attached
to these securities for a fixed period of time in accordance
with law and regulations;
- take all measures and perform all formalities required for
the rights, shares, securities and warrants created to be
admitted to trading on a regulated market.
Within the framework of current laws and regulations, the
Board of Directors shall determine the adjustment rules to
be followed if Cegid Group were to carry out new financial
transactions that would require such adjustments in order
to preserve the rights of the holders of previously-issued
securities; the authorization contained in this resolution to
increase the share capital by €30 million may be further
increased by the par value of the additional securities to
be issued so as to preserve the rights of the holders of
such previously-issued securities.
resolution four of the May 10, 2012 Special Shareholders’
Meeting.
RESOLUTION FIVE
(Authorization for the Board of Directors to increase
the amount of securities issued in the event of surplus
demand)
Directors and the special report of the Statutory Auditors,
authorize the Board of Directors, with the option of subdelegation under legal and regulatory conditions, and in
the context of the authorizations granted in resolutions
two, four and eleven of this Special Shareholders’ Meeting
(or any similar resolutions that might replace them while
this authorization is in force) and within the limit of the
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Text of resolutions
ceilings set, to increase the number of securities to be
issued pursuant to Articles L.225-135-1 and R.225-118
of the French Commercial Code, up to 15% of each issue
and at the same price as that of the initial issue, when the
Board of Directors shall recognize surplus demand.
resolution five of the May 10, 2012 Special Shareholders’
Meeting.
RESOLUTION SIX
(Authorization to issue shares and other securities and
freely set their issue price)
within the framework of Article L.225-136 1°) of the
French Commercial Code and up to the limit of 10% of the
capital per annum and the ceiling indicated in resolution
four of this Special Shareholders’ Meeting, authorize, for
a period of twenty-six (26) months, the Board of Directors
to issue any shares or securities giving access to the
capital or entitlement to the allocation of debt securities
and to set their issue price in the event of a public
offering or an offering as described in Article L.411-2
of the Monetary and Financial Code, without preferential
subscription rights, at an issue price different from that of
issues authorized by resolution four and eleven above (or
any similar resolutions that might replace them while this
authorization is in force). Such price shall not be less than,
at the option of the Board, either (a) the average price,
weighted by the volume of shares traded over the twenty
(20) trading days preceding the setting of the issue price,
or (b) the average price, weighted by the volume of shares
traded in the trading session immediately preceding the
setting of the issue price, with the stipulation that in both
cases, the price may be reduced by a discount of up to
5%, provided that the amount received for each share
is at least equal to par value. In this case, the Board of
Directors shall issue an additional report, certified by the
auditors, describing the final conditions for the transaction
and providing the elements to assess the actual impact on
the shareholder’s situation.
resolution six of the May 10, 2012 Special Shareholders’
Meeting.
RESOLUTION SEVEN
(Authorization for the Board of Directors to increase the
capital by up to 10% to provide valuable consideration for
contributions-in-kind)
The shareholders, having read the report of the Board
of Directors and the Auditors’ special report, voting
according to the conditions of majority required for Special
Shareholders’ Meetings and in accordance with the
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measures of Article L.225-147 of the French Commercial
Code, authorizes the Board of Directors with facility
to delegate under legal and regulatory conditions and
when the measures of Article L.225-148 of the French
Commercial Code do not apply, for a period of twentysix (26) months starting from this Shareholders’ Meeting,
to increase the capital and issue any securities that give
access to the capital (except for preferred shares), up to
10% of its share capital, to compensate contributionsin-kind granted to the company and comprised of capital
securities or securities giving access to the capital.
Shareholders hereby note that this authorization serves to
waive their preferential subscription rights to the shares
and marketable securities giving access to the capital that
would be issued on the basis of this authorization.
The 10% ceiling provided for above is independent from
all of the other ceilings provided for in the other resolutions
of this Special Shareholders’ Meeting.
Directors to approve the valuation of contributions and the
granting of special benefits, increase the capital or issue
securities giving access to the capital and constituting
valuable consideration for the contributions-in-kind,
recognize the completion thereof, allocate the fees and
expenses generated by the capital increase to the share
premium account, if applicable, withdraw from the share
premium account the amount required for a full allocation
to the legal reserve, and amend the bylaws accordingly.
amount of the authorization granted by shareholders
in resolution seven of the May 10, 2012 Special
RESOLUTION EIGHT
(Authorization for the Board of Directors to issue free
share warrants to Company shareholders)
quorum and majority required for Ordinary Shareholders’
and in accordance with the legal and regulatory measures
governing commercial companies and in particular those
of Articles L.225-129 to L.225-129-6, L.233-32 and
L.233-33 of the French Commercial Code, delegate to the
Board of Directors, with the option of sub-delegation as
permitted by applicable laws and regulations, the power
to decide to issue, in France or abroad, share warrants
allocated free of charge to the Company’s shareholders.
The shareholders hereby decide that the warrants
indicated in this resolution may be issued only during a
takeover bid on the Company’s shares, and only those
shareholders who are shareholders of the Company
before the expiration of the takeover bid shall benefit from
this free allocation of share warrants.
The shareholders hereby decide that the maximum par
value of the capital increase that might be carried out
in the future pursuant to this resolution shall not exceed
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Boardofofresolutions
Directors
€15 million or its equivalent value in foreign currency
or in composite monetary units, with this limit being
increased by the par value of capital increases pertaining
to adjustments that might be made, in accordance with
applicable laws and regulations, to preserve the rights
of holders of securities giving access to the Company’s
share capital. The ceiling of €15 million indicated above
shall be independent of the total of all ceilings stipulated in
resolutions two and four approved by shareholders at their
The number of warrants that can be issued shall not
exceed the number of shares comprising the Company’s
capital on the day of the decision to issue warrants.
The shareholders acknowledge that, as needed, they
hereby waive their preferential subscription rights to the
new shares to which these securities grant entitlement in
favor of the holders of share warrants that might be issued
pursuant to this resolution.
The shareholders decide that the Board of Directors
shall have full powers, with the option of sub-delegation
as permitted by law, to implement this authorization, in
particular to determine the beneficiaries, the number,
characteristics and terms for exercising these warrants,
the dates and procedures for issue, to set the entitlement
date, including retroactively, for the securities to be
issued and the terms for their repurchase, if applicable,
to suspend the rights attached to the securities to be
issued, if applicable, for a period not to exceed three
months, to set the procedures ensuring that the rights
of holders of securities giving future access to Company
shares are preserved, if applicable, in accordance with
legal, regulatory and contractual terms, to apply any and
all amounts to the share premium account and in particular
issuance fees and to deduct from this account the amounts
needed to bring the legal reserve to one-tenth of the new
capital after each increase, to take in general all necessary
measures and conclude all necessary agreements to
ensure the completion of the planned issue, to recognize
the capital increase or increases resulting from any issue
carried out pursuant to this authorization and to amend the
bylaws accordingly.
Company by issuing shares and other securities as well as
the authorizations for reducing the capital, that the Board
of Directors has available by virtue of the resolutions
approved at this Meeting may be used even during a
period of a takeover bid or tender offer on the Company’s
shares, as long as legal and regulatory conditions are
complied with.
replace the authorization granted in resolution three of the
RESOLUTION TEN
(Authorization to the Board of Directors to increase share
capital by issuing shares reserved for members of an
employee savings plan within the provisions of the French
Commercial Code and Article L.3332-18 et seq. of the
French Labor Code with waiver of preferential subscription
rights)
quorum and majority required for special shareholders’
meetings, having reviewed the report of the Board
of Directors and the special report of the Statutory
Auditors, authorize the Board of Directors, pursuant to
Articles L.225-129-2, L.225-129-6 and L.225-138-1
of the French Commercial Code, to carry out, at its own
discretion, under the terms of Articles L.3332-18 et seq.
of the French Labor Code, one or more capital increases
reserved for employees of the Company and French and
foreign companies or groups of companies, as defined in
Article L.233-16 of the French Commercial Code, who are
enrolled in an employee savings plan and have seniority of
at least three months in one or another of these entities.
This authorization is granted for a period of twenty-six (26)
months starting from this day.
The total number of shares thus subscribed shall not
exceed 3% of the share capital on the day of the decision
to issue pursuant to this resolution, it being stipulated that
this ceiling is independent of the ceiling associated with
the preceding capital increase authorizations.
RESOLUTION NINE
The subscription price shall not be greater than the average
quoted price over the twenty (20) trading days preceding
the day on which the Board of Directors sets the opening
date for subscriptions, nor more than 20% less than this
average or 30% less than this average when the minimum
holding period specified in the plan, in accordance with
Article L.30-3332 et seq. of the French Labor Code, is
greater than or equal to ten years.
(Authorization for the Board of Directors to use its powers
to increase or reduce share capital when the shares of the
Company are subject to a public takeover offer)
The shares thus subscribed to can be paid for either in
cash or via offset, according to the terms set by the Board
of Directors.
The authorization thus granted to the Board of Directors
shall be valid for a period of eighteen (18) months starting
from this Meeting and shall cancel and replace, for the
unused amount, the authorization granted in resolution
two of the May 17, 2013 Special Shareholders’ Meeting.
and in accordance with the measures of Articles L.233-32
and L.233-33 of the French Commercial Code, decide
that all the authorizations to increase the capital of the
The shareholders hereby decide that the Board of Directors
may also, in application of this authorization, allocate free
of charge to employees shares or other securities giving
access to the capital of the Company under the terms
specified in Article L.3332-18 et seq. of the French Labor
Code, or any security that would come to be authorized by
applicable law or regulations.
207
Text of resolutions
Directors to implement this authorization and in particular
to:
- set the number of new shares to be issued and their date
of entitlement,
- set the subscription price, as well as the timeframe
granted to the employees to exercise their rights,
- set the timeframe and procedures for the payment of
shares subscribed,
- recognize the completion of the capital increase or
increases and amend the bylaws accordingly, and in
general, decide and carry out, either by itself, or via proxy,
all transactions and formalities, and take all appropriate
steps to effect the capital increase or increases.
The shareholders hereby decide to waive, in favor of
the above-mentioned beneficiaries, their preferential
subscription rights to shares issued under this authorization
and also renounce any rights to shares or other securities
giving access to the capital that might be issued by virtue
of this resolution.
RESOLUTION ELEVEN
(Authorization to the Board of Directors to use the
powers granted under resolutions four, five and six of the
present Special Shareholders’ Meeting, subject to their
approval, pursuant to Article L.225-136 of the French
Commercial Code, to issue equity securities in one or more
transactions with waiver of preferential subscription rights,
via private placement as allowed under II of Article
L.411-2 of the Monetary and Financial Code)
and pursuant to Articles L.225-129 et seq. of the French
Commercial Code, and in particular Articles L.225-129-2,
L.225-135 and L.135-136:
- authorize the Board of Directors, with the option of subdelegation as permitted by law, to use the powers granted
to it under resolutions four, five and six of this Special
Shareholders’ Meeting, provided they are approved
(or any resolutions of the same type that might replace
them while this authorization is in force), to issue equity
securities in one or more transactions in accordance
with Article L.225-136 of the French Commercial Code,
without preferential subscription rights, through one or
more offers as described in II of Article L.411-2 of the
Monetary and Financial Code;
- hereby decide that this authorization shall take effect
on this day and remain in force for the duration of the
authorization granted in resolutions four and six of the
present Special Shareholders’ Meeting;
- hereby decide that the maximum par value of capital
increases resulting from implementation of the present
resolution shall not exceed 20% of the share capital per
annum;
208
- hereby decide that for all capital increases that might
be carried out immediately or in the future under this
authorization, the issue price shall be set in accordance
with resolution six (or any resolutions that might replace
them while this authorization is in force) of the present
Special Shareholders’ Meeting, provided it is approved,
within the limit of 10% of share capital per annum, with
the stipulation that amount of such capital increases
shall be attributed to the ceiling set in resolution four of
the present Special Shareholders’ Meeting,
- hereby decide that for all capital increases that might
be carried out, immediately or in the future, under
this authorization, that the Board of Directors shall be
able, with the option of sub-delegation as permitted
by applicable laws and regulations and in accordance
with the terms of resolution five of the present Special
Shareholders’ Meeting, provided it is approved, to
increase the number of securities to be issued, at
the same price as that applied to the initial issue and
within the deadlines and limits stipulated in applicable
regulations on the date of the issue, up to 15% of the
initial issue, when the Board of Directors recognizes
surplus demand,
- hereby decide that (i) the par value of capital increases
that might be carried out immediately or in the future under
this authorization shall be attributed to the €30 million
ceiling set under resolution four of the present Special
Shareholders’ Meeting, provided it is approved, and
that (ii) the par value of debt securities that could be
issued under this authorization shall be attributed to
the €200 million ceiling set under resolution four of the
present Special Shareholders’ Meeting, provided it is
approved,
- hereby decide that the Board of Directors shall have all
powers, with the option of sub-delegation as permitted
by applicable laws and regulations, to implement
this authorization, in accordance with the terms of
resolutions four, five and six of the present Special
Shareholders’ Meeting, provided they are approved (or
any similar resolutions that might replace them while this
authorization is in force).
replace the authorization granted in resolution eleven of
the Special Shareholders’ Meeting of May 10, 2012.
RESOLUTION TWELVE
(Authorization for the Board of Directors to use the shares
acquired under the share buyback program)
Directors and subject to the adoption of resolution six
of the Ordinary Shareholders’ Meeting, hereby decide
to grant full powers to the Board of Directors, with the
option of sub-delegation as permitted under applicable
laws and regulations, to use the shares acquired under
the share buyback program (by virtue of resolution six of
Text of resolutions
the Ordinary Shareholders’ Meeting or any other prior
authorization) as follows:
- Within the framework of the powers granted under
resolutions two, four, five, six, seven, eight, ten and
eleven of this Special Shareholders’ Meeting, provided
they are approved (or any similar resolutions that might
replace them while this authorization is in force), so as to
allocate them as a result of the issuance of marketable
securities giving access to the Company’s capital,
- Within the framework of the powers granted under
resolutions two, four, five, six, seven, eight, ten and eleven
of the Special Shareholders’ Meeting of May 10, 2012
(or any similar resolutions that might replace them while
this authorization is in force), so as to allocate them as
a result of the issuance of marketable securities giving
access to the Company’s capital,
stipulated by law. The subscription or purchase price
cannot be changed during the lifetime of the option.
Nevertheless, in the event of amortization or reduction of
capital, of a change in the allocation of earnings, of the
allocation of bonus shares, of the capitalization of reserves,
retained earnings or share premiums into share capital, of
the distribution of reserves or of any issue of share capital
or of securities granting entitlement to securities giving
access to the capital and including a subscription right
reserved for shareholders, the Board of Directors shall
take the measures necessary to protect the interests of
the beneficiaries of the options pursuant to the terms of
The beneficiaries shall have the right to exercise the
options within a period not to exceed ten (10) years from
the date on which they were granted.
- Pursuant to resolutions thirteen and fourteen of this
Special Shareholders’ Meeting (or any similar resolutions
that might replace them while this authorization is in
force), so as to allocate them as a result of the granting
of purchase-type stock options or bonus shares.
Shareholders hereby grant to the Board of Directors, within
the limits set above and in the bylaws, with the option of
sub-delegation under conditions provided for by law and
by the bylaws of the Company, the necessary powers to
implement this resolution, including the powers to:
RESOLUTION THIRTEEN
- decide whether to offer subscription-type or purchasetype stock options;
(Authorization to grant subscription-type and/or purchasetype Cegid Group stock options for the benefit of
employees and/or executive officers of the companies in
the Group)
meetings, having reviewed the report of the Board of
authorize the Board of Directors, pursuant to Articles
L.225-177 et seq. of the French Commercial Code, for
a period of thirty-eight (38) months from the present
Shareholders’ Meeting, to grant, on one or more
occasions, to some or all employees and executive
officers of the Company and companies or economic
interest groups related to it pursuant to Article L.225-180
of the French Commercial Code and within the limits of
laws and regulations in force, options to subscribe to new
shares issued in the context of a capital increase and/or
options to purchase shares acquired by the Company in
accordance with the law.
The par value of capital increases resulting from the exercise
of subscription-type stock options granted pursuant to
this authorization shall be allocated from the overall limit
stipulated in resolution four of this Shareholders’ Meeting,
provided that shareholders approve it; The subscriptiontype or purchase-type stock options could not be granted
during periods prohibited by law.
Shareholders hereby waive their preferential right to
subscribe to the shares issued as these subscription-type
stock options are exercised, in favor of the beneficiaries of
such options.
- set the dates on which the options will be granted;
- set the dates of each grant, set the terms of the option
grant (in particular these terms can include clauses
prohibiting the immediate resale of all or part of the
shares, in accordance with laws and regulations),
determine the list of option beneficiaries and the number
of shares each beneficiary may subscribe to or buy;
- set the terms for exercising the options, in particular the
exercise period or periods, with the stipulation that the
Board of Directors shall be able to allow for temporary
suspension option exercises in accordance with laws
and regulations;
- determine the terms at which the price and the number
of shares subscribed to or purchased shall be adjusted
in circumstances stipulated by law;
- determine the lifetime of the options, provided that such
lifetime does not exceed ten (10) years, as well as the
option exercise periods;
- carry out all formalities to as to render definitive the
capital increase or increases that might be carried out
pursuant to this authorization; and
- amend the bylaws accordingly and, in general, take all
appropriate steps.
Each year the Board of Directors shall notify the
shareholders in their Shareholders Meeting of the
transactions undertaken pursuant to this resolution.
For the unused portion, this authorization shall replace and
cancel the authorization granted under resolution five of
the May 19, 2011 Special Shareholders’ Meeting, with
immediate effect.
The subscription or purchase price of the shares shall be
set by the Board of Directors on the date on which the
options are granted, pursuant to the limits and procedures
209
Text of resolutions
RESOLUTION FOURTEEN
(Authorization for the Board of Directors to grant new or
existing bonus shares)
meetings, having reviewed the report of the Board of
authorize the Board of Directors, pursuant to Articles
L.225-197-1 et seq. of the French Commercial Code:
This authorization shall be valid for a period of thirty-eight
(38) months from the date of this Shareholders’ Meeting.
It cancels and replaces the authorization granted in
resolution six of the Ordinary Shareholders’ Meeting of
May 19, 2011.
- authorize the Board of Directors to grant, on one or
more occasions, for the benefit of salaried employees
of the Company or of related companies as defined in
Article L.225-197-2 of the French Commercial Code
or of certain categories of employees, as well as for
the benefit of executive officers as defined by law, free
bonus allocations of existing or newly-issued shares of
the Company, subject to abstention periods specified by
law;
RESOLUTION FIFTEEN
- allow the Board of Directors to determine the beneficiaries
of bonus share allocations as well as the terms and grant
criteria, if applicable;
- decide that the total number of bonus shares granted
pursuant to this resolution shall not be such that the total
number of bonus shares granted exceeds 10% of the
number of shares comprising the share capital as of the
day of grant by the Board of Directors;
- decide that, for situations where the allocation of shares
would benefit all salaried employees of the Company
or its related companies within the meaning of Article
L.225-197-2 of the French Commercial Code, the
total number of bonus shares granted pursuant to this
resolution shall not be such that the total number of
bonus shares granted exceeds 30% of the number of
shares comprising the share capital as of the day of
grant by the Board of Directors;
- decide that the shares granted to beneficiaries shall
become vested at the end of a period of at least two
years; beneficiaries must also hold the shares for a
minimum period of two years;
- authorize the Board of Directors to adjust the number of
shares during the vesting period, if necessary, as a result
of any transactions on the Company’s capital, so as to
preserve the rights of the beneficiaries as stipulated in
the French Commercial Code;
- authorize the Board of Directors, pursuant to Article
L.225-129-2 of the French Commercial Code and
within the limit of the authorizations it has received, to
carry out one or more capital increases by capitalization
of reserves, retained earnings or share premiums, so as
to allocate these new bonus shares under this resolution;
- recognize that they hereby waive their rights to the part
of the reserves, retained earnings or share premiums
that would be used in the event new shares, if any, are
issued; and
210
- give the Board full power, with the option of sub-delegation
within legal limits, to implement this authorization, carry
out all formalities and disclosures, amend the bylaws
accordingly and, in general, to take all appropriate steps.
(Powers to accomplish legal formalities)
The shareholders grant full powers to the bearer of an
original, copy or extract of the minutes of this Meeting to
carry out all legal filings, publications and other formalities.
The Board of Directors
Persons responsible for the Registration Document
and the auditing of financial statements
Name and titles of persons responsible
for the Registration Document
Information policy
Patrick Bertrand
Jean-Michel Aulas
Chairman of the Board of Directors
Patrick Bertrand
Chief Executive Officer (CEO)
Statement of responsibility for the Registration
Document
We hereby certify, having taken all reasonable measures
in this regard, that the information contained in this
Registration Document is, to the best of our knowledge,
accurate and that no information has been omitted that
would be likely to alter its substance.
CEO - Tel.: +33 (0)4 26 29 50 20
Names and addresses of Statutory Auditors
Principal Statutory Auditors
MAZARS
131, boulevard Stalingrad
69 624 VILLEURBANNE Cedex
Date of first appointment: Combined Shareholders’
Meeting of June 18, 1992.
Date appointment expires: Annual Shareholders’ Meeting
We hereby certify that, to the best of our knowledge, the
financial statements have been prepared in accordance
with applicable accounting standards and provide a
true and fair view of the assets and liabilities, financial
condition and earnings of the Company and of the
companies included in its scope of consolidation, and
that the Management Report beginning on page 56 of this
document presents a true and fair view of the business,
earnings and financial condition of the Company and of
the companies included in the scope of consolidation, as
well as a description of the principal risks and uncertainties
with which they are confronted.
Grant Thornton
We have obtained an audit completion letter from our
Statutory Auditors, wherein they indicate that they have
verified the information regarding the financial position
and financial statements included in this Registration
Document and that they have read this entire document.
Exaltis, 61 Rue Henri Regnault
92 075 Paris la Défense
The Statutory Auditors’ reports on the historical financial
information presented in this document can be found on
pages 140 and 158 of the present document, and those
incorporated by reference for 2011 and 2012 can be
found on pages 101 and 116 of the 2011 Registration
Document and on pages 135 and 152 of the 2012
Registration Document. In their report on the consolidated
financial statements for the fiscal year 2012, the Statutory
Auditors noted that Cegid Group had approved new
accounting standards as of January 1, 2012.
Jean-Michel Aulas
Chairman of the Board of Directors
42, avenue Georges Pompidou
69 442 Lyon Cedex 03
Meeting of May 22, 1996.
ALTERNATE STATUTORY AUDITORS
Pierre Sardet
Date of first appointment: Shareholders’ Meeting of
June 4, 2004.
IGEC
Member of the Grant Thornton network
3, rue Léon Jost
75 017 PARIS
Meeting of May 7, 2008.
Patrick Bertrand
CEO
Lyon, April 22, 2014
211
Cross-reference index
To make the Registration Document easier to read, the following table arranged by topic and in accordance with
Appendix I of European Regulation 809/2004 shows the principal information required by the Autorité des Marchés
Financiers under its applicable instructions and regulations.
Statement of responsibility
Name and titles of persons responsible for the Registration Document. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211
Statement of the persons responsible for the Registration Document. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211
Statutory Auditors
Names and addresses of Statutory Auditors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211
Selected financial information
Presentation of historical financial information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 I 99
Risk factors
Risk factors specific to the issuer or to its business sector. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79-82
Market risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,80 I 130
Liquidity risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 I 129,130
Information about the issuer
History and development of the Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44-53
Company name and trade name of the issuer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Place and registration number of the issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Date of incorporation and lifetime of the issuer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Headquarters - Legal form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Significant events in the development of the issuer’s activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56-63 I 101-103
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
Business overview
Principal activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9-19
Principal markets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21-29
Information on the issuer’s degree of dependency on patents, licenses, industrial,
commercial or financial contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81-82
Competitive position. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Organization chart
Simplified Cegid organization chart as of March 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
List of the issuer’s principal subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
Earnings and financial condition
Financial position
Consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109-139
Statutory Auditors’ report on the consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140
Fees paid to the Statutory Auditors and members of their networks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139 I 156
Parent company financial statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145-157
Statutory Auditors’ report on the parent company financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158
Liquidity and capital resources
Consolidated cash flow statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
Information on the borrowing terms and
financial structure of the issuer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 I 79,80 I 131-133 I 137,138 I 155
Research & Development, Patents & Licenses
Research and development strategy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66-72
Solutions and technologies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9-19 I 66-72
Intellectual property and intangible asset risks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
Trend analysis
Recent developments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 I 104-105
Outlook. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 I 105
212
Cross-reference index
Name, business address and function of executive officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,97 I 176-178
Conflicts of interest between members of the governing bodies and senior management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172
Compensation and benefits
Compensation paid and benefits-in-kind granted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,87 I 172-175
Amounts provisioned or recognized by the issuer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172-175
Performance of the Company’s governing bodies
Appointment expiration dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,97 I 176-178
Information on service contracts linking members of the governing bodies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 I 159,160 I 175
Information on the Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165 I 171,172
Disclosure of the issuer on compliance with the corporate governance regime. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166 I 171,172
Regulated agreements with executives or directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159,160 I 175
Report of the Chairman pursuant to Article L.225-37 of the French Commercial Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164-169
Statutory Auditors’ report on the Chairman’s report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170
Statutory Auditors’ special report on regulated agreements and commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159,160
Personnel
Number of employees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73,74 I 89,90
Staff as of December 31, 2013. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73,74 I 89,90 I 136
Average number of employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73,74 I 89 I 136
Number of employees by type of activity and site . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73,74 I 89 I 100
Employee profit-sharing and bonus plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 I 175
Principal shareholders
Share capital
Distribution of share capital as of December 31, 2013. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 I 85 I 131
Distribution of share capital as of March 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 I 50
Changes in share capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,50
Voting rights
Distribution of voting rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 I 45,46 I 50 I 85
Transactions with related parties
Detail of transactions with related parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138 I 153 I 159,160
Nature and amounts of the transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153 I 159,160
Financial information regarding the issuer’s assets, financial condition and earnings
Consolidated 2013 financial statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109-139
Verification of annual historical financial information Statutory Auditors’ report on the consolidated and parent company financial statements . . . . . . . . . . . . . . . . . . . . . . . . . 140 I 158
Dividend policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 I 53 I 86 I 99
Litigation and arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NA
Significant changes in financial or business conditions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NA
Supplementary information
Share capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 I 47-53 I 86 I 131
Articles of incorporation and bylaws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44-47
Important contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 I 38 I 56-62
Third-party information, expert statements and declaration of interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NA
Documents available to the public. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Equity investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63-65 I 123 I 157
213
Report
of the Board
ofthe
Directors
(1)
Correspondence
with
annual
financial
report
Parent company financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145-157
Consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109-139
Statutory Auditors’ report on the parent company financial statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158
Statutory Auditors’ report on the consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140
Management report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56-99
Corporate Social Responsibility report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88-93
Statutory Auditors’ fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139 I 156
Chairman’s report on the preparation and organization of the work of the Board of Directors
and on the internal control procedures set up by the Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164-169
Statutory Auditors’ report on internal control. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170
Description of share buyback program. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192
(1)
Pursuant to Articles L.451-1-2 of the Monetary and Financial Code and 222-3 of the AMF’s General Regulation.
NA: Not Applicable.
This English translation is for the convenience of English-speaking readers. However, only the French text has legal value. Consequently, the translation
may not be relied upon to sustain any legal claim, nor should it be used as the basis of any legal opinion. Cegid Group expressly disclaims all liability for
any inaccuracy herein.
214
Head office
Cegid Group - 52, quai Paul Sédallian
69 279 Lyon Cedex 09
Tel: +33 (0)811 884 888 (cost of a local call if originated in France)
Société anonyme with share capital of €8,771,404.15 - SIREN 327 888 111 RCS Lyon VAT EEC FR 52 327 888 111
www.cegid.com

the case - Cegid Group

Transcription

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