WORLDLINE_REGISTRATION_DOCUMENT_2017

Corporate governance and capital Corporate Governance [GRI 102-10] [GRI 102-18] [GRI 102-22] [GRI 102-24] [GRI 102-26]

G.2.6.2

The Nomination and Remuneration Committee [GRI 102-36] [GRI 102-37]

The Chairman of the Audit Committee is appointed from among its independent members by the Board of Directors, upon the proposal of the Nomination and Remuneration Committee. The Audit Committee may not include any Senior Officer of the Company. The Committee’s secretary is any person designated by the Chairman of the Committee or with the Chairman’s approval.

Mission (Article 9.3.1 of the Internal Regulations of the Board of Directors) The mission of the Nomination and Remuneration Committee is to prepare and facilitate the decisions of the Board of Directors, within its relevant fields of competence. With respect to nominations, the general field of competence of the Nomination and Remuneration Committee is to seek and examine any candidacy to the position of member of the Board of Directors or to a position of senior officer, and to formulate an opinion and/or recommendation with respect to such candidacy to the Board of Directors. The Nomination and Remuneration Committee reviews important operations that involve a risk of conflict of interests between the Company and the members of the Board of Directors. The Nomination and Remuneration Committee makes a preliminary assessment of the independence of the members of the Board of Directors, which is then reviewed and discussed annually by the Board of Directors prior to the publication of the Registration Document. With respect to compensation, the Nomination and Remuneration Committee is charged with formulating proposals regarding the compensation of the Chairman and of the Chief Executive Officer (fixed compensation amount and definition of the rules governing the variable compensation, ensuring the consistency of these rules with the annual evaluation of the performances and with the Company’s medium-term strategy, and verifying the annual application of these rules). The Nomination and Remuneration Committee also participates in preparing an incentive compensation policy for employees of the Company and its subsidiaries. In particular, it formulates proposals regarding the decisions to grant options for the subscription and/or purchase of Company shares, or of Company performance shares to the benefit of company officers and any or all employees of the Company and its subsidiaries. The rules governing the compensation of senior officers are described in Section G.3 “Executive compensation and stock ownership” of this Registration Document. With respect to members of the Board of Directors, the Committee is responsible for proposing to the Board of Directors to rule each year on the total annual amount of Directors’ fees to be submitted to the approval of the Annual Shareholders’ Meeting and the way in wich such Directors’ fees shall be distributed among the Directors, particularly taking into consideration the attendance of the Directors at Board and committees meetings, the level of liability incurred by the Directors, and the time that they are required to devote to their functions. The Committee also makes observations and/or recommendations relating to retirement and employment insurance schemes, benefits in kind and the financial rights granted to company officers of the Company and its subsidiaries.

Operating rules (Article 9.3.2 of the Board of Directors’ Internal Regulations)

The Audit Committee may validly deliberate either in a meeting or by telephone or video conference, when convened by its Chairman or secretary, as long as at least half of its members participate. The notice of the meeting must include an agenda and may be transmitted orally or by any other means. The decisions of the Audit Committee are subject to a majority vote by members participating in the meeting, with each member having one vote. The Audit Committee meets as often as necessary and, at least, twice per year on the occasion of the preparation of the annual and half-yearly financial statements. Meetings take place prior to the meeting of the Board of Directors and, whenever possible, at least two days before such meeting when the Audit Committee’s agenda includes examination of the annual or half-yearly financial statements due to be reviewed by the Board of Directors. The Audit Committee may call upon external experts if need be. Works in 2017 During the 2017 financial year, the Audit Committee met seven times. Attendance of members to the meetings was an average of 95%. The highest individual rate of attendance was 100% (reached by 2 members) and the lowest individual rate of attendance was 86%. During the 2017 financial year, the Audit Committee reviewed the following items in particular: the Group's accounting and financial documents, before ● their presentation to the Board; the periodic financial reports on the Group’s performance and the draft financial press releases as well as the forecast information; the related party transactions with the Atos group; ● the annual mission plan of the Group Internal Audit ● department, the conclusions of the main missions and the summary reports concerning the activities of the Internal Audit; the risk mapping; ● the risks associated with the most critical contracts as well ● as the state of declared claims and litigations and the provisions. The Committee heard the intermediate and final reports of the Statutory Auditors concerning the annual and half-yearly accounts, as well as the reports of their other works carried out in connection with their general audit mission.

G

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Worldline 2017 Registration Document