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Mandated by the Solutions 30 Supervisory Board to shed light on all the allegations made against the Company, Deloitte, with the support of Didier Kling Expertise & Conseil for the accounting part, has delivered the findings of their work.
They confirm the unfounded and erroneous nature of the accusations. The independent auditors also made recommendations to simplify and strengthen some of the Company’s internal procedures for greater transparency and transaction security.
Alexander Sator, Chairman of the Solutions 30 Supervisory Board said, “Solutions 30 and its leaders have been the subject of very serious accusations that the independent audit has fully rejected. We renew our full confidence in management which will continue to accelerate the transformation undertaken since 2019 to meet Solutions 30’s strong growth journey and align the Group with the best standards of the industry and the SBF120 index.”
Since its creation, Solutions 30 has been a fast-growing Company and has structured itself at each major stage of its development around very solid fundamentals. Since 2019, the Group has initiated major restructuring projects related to its governance, operational excellence, financial reporting, and compliance, which in particular resulted in its listing on the Euronext regulated market in 2020. Today, the appointment of a Chief Transformation Officer1 at the highest level of the management will accelerate these changes with the launch of a new phase in its transformation.
Gianbeppi Fortis, Chief Executive Officer, underlined: “Over the past few months, in the face of repeated attacks, Solutions 30 has been able to count on the support of its employees, its customers, and a large part of its long-term shareholders. I would like to extend my sincere thanks to them. Solutions 30 is built on strong fundamentals and has grown extremely fast since its creation. Today, our ambitions remain intact. We will accelerate our transformation efforts and strengthen our internal processes to support our long-term growth.”
Investigation Scope and Objectives
On December 14, 2020, the Solutions 30 Supervisory Board announced that it had retained two independent auditors to carry out investigative work in relation to the allegations made against the Company. The Supervisory Board selected Deloitte and Didier Kling Expertise & Conseil to conduct all necessary investigations and analyses, and provide an independent opinion.
Deloitte was mandated to coordinate the investigation and carry out so-called forensic work on the allegations. Didier Kling Expertise & Conseil was hired to meticulously analyze the allegations related to accounting.
The independent auditors reviewed the anonymous reports and letters in detail to come up with a list of the various allegations and to identify the main items.
On this basis, a specific work plan was drawn up for each of the allegations. This plan was refined as the work progressed, drawing on the respective areas of expertise and skills of both firms.
The scope of the investigations was particularly broad and required more than 3,000 hours of work and support from Deloitte’s international offices and teams experienced in this type of investigation, namely in the context of judicial investigations of an economic and financial nature.
The investigations and analyses were based on extensive interviews with both internal and external contacts to put the allegations into context, background checks on several legal and natural persons, an analysis of the Group’s accounting and legal documentation, forensic data collection, and the review of a very large number of electronic documents.
The work was monitored by the Chairman of the Audit Committee, Yves Kerveillant, and an ad hoc steering committee comprising members, all independent, of the Supervisory Board.
With reference to the most serious allegations, the independent auditors state very clearly and unequivocally, according to the rules of their profession:
“We have not identified any evidence to corroborate the allegations of money laundering, in connection with organized crime.”
The findings of the independent auditors are available on the Company’s website: www.solutions30.com/transparency. The Supervisory Board has chosen to publicly disclose the findings of Deloitte, as well as those of Didier Kling Expertise & Conseil. All findings are summarized below and grouped according to five main themes.
No connection with the mafia or criminal organizations
After a thorough review of the various claims against Solutions 30 and after the investigations into the individuals cited in the various allegations, no evidence has been found to confirm any suspicious link between Solutions 30, or the natural and legal persons linked to the Group, and any mafia or other criminal organization.
Integrity of Solutions 30’s management and rotation of members of the Management Board or Supervisory Board
The work carried out by the auditors revealed no link between the members of Solutions 30’s Supervisory Board or Management Board, and the financial scandals that the allegations unfairly attempted to link them to.
On the Group’s establishment in Luxembourg
The investigations negated the allegations, especially those claiming that shell companies or microstructures were used for money laundering, fraud, and embezzlement.
On activities in non-European or unconsolidated subsidiaries
All the activities presented by the Group in its financial statements and its financial communication are based on contracts signed between Solutions 30 and its customers, or Solutions 30 and its suppliers. Changes in shareholdings noted in several microstructures, subsidiaries of the Group or close to the Group, or its managers have been traced and show no evidence of fraudulent practices but call for greater legibility.
On the Group’s accounting
In the course of their work, the independent auditors did not find any elements likely to call into question the sincerity of the Group’s accounting.
A thorough review of the financial information provided by the Company on its level of growth, its margins, and its cash flows under IFRS did not reveal any misstatements. The same is true for all items that were the subject of specific allegations, in particular the level and nature of bank debts, the accounting treatment and the number of invoices to be issued, software development costs, badwill, and non-operating income.
The Group’s consolidation scope was also analyzed and the accounting for the main acquisitions under IFRS was validated, as was the nature and accounting treatment of outsourcing contracts signed in Italy and Belgium. Analysis of the Group’s minority stakes revealed that Worldlink, a subsidiary in which the Group increased its stake from 20% in 2019 to 100% on December 1, 2020, and Autronic, a subsidiary in which the Group lowered its stake in 2018 before increasing it to 100% in October 2019, could have been fully consolidated earlier. The impact on the Group’s accounts would have been limited. These two subsidiaries have since been consolidated: Worldlink in December 2020 and Autronic in October 2019.
Continuation and Acceleration of the Group’s Transformation Started in 2019
While confirming the integrity of the Company and its management, the independent auditors did point out the relative complexity of certain transactions and the use of third parties, calling for better control and greater legibility.
The Supervisory Board has called on Solutions 30 to pursue its efforts to strengthen governance, risk management, and controls within the Company. This is the work that has been underway since 2019 and that the Group intends to continue and accelerate by working on five fundamental areas:
Strengthening risk control and compliance
Strengthening governance and governing bodies
Simplification and legibility of the organization
Strengthening procedures for selecting partners and monitoring transactions with related parties
Strengthening corporate social responsibility commitments
Robert Ziegler’s appointment to the Management Board (cf. appointment press release) will accelerate these developments with the launch of a new phase in the transformation of the Group, which will be presented in the annual report.
About Solutions 30 SE
The Solutions 30 group is the European leader in solutions for new technologies. Its mission is to make the technological developments that are transforming our daily lives accessible to everyone, individuals and businesses alike. Yesterday, it was computers and the Internet. Today, it’s digital technology. Tomorrow, it will be technologies that make the world even more interconnected in real time. With more than 30 million call-outs carried out since it was founded and a network of more than 15,000 local technicians, Solutions 30 currently covers all of France, Italy, Germany, the Netherlands, Belgium, Luxembourg, the Iberian Peninsula, the United Kingdom, and Poland. The share capital of Solutions 30 SE consists of 107,127,984 shares, equal to the number of theoretical votes that can be exercised.
Solutions 30 SE is listed on the Euronext Paris exchange (ISIN FR0013379484- code S30). Indexes: MSCI Europe Small Cap | Tech40 | CAC PME | SBF120 | CAC Mid 60. Visit our website for more information: www.solutions30.com
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1 Please see the press release dated April 1st, 2021 “Robert Ziegler joins the Solutions 30 Management Board as Chief Transformation Officer”