WORLDLINE_REGISTRATION_DOCUMENT_2017

G

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

the suitability of the means provided to the Committees to ● carry out their mission, the quality of the recommendations from the Committees, ● the quality of the minutes of meetings, ● the documents/information the Directors wish to be ● addressed/provided, the satisfactory nature of the actual contribution of each ● Director to the works of the Board, the actual contribution of the Directors to the works of the ● Board, the improvements to be made; ● at the end of these works, an item was put on the agenda of ● the Board of Directors' Meeting of December 11, 2017 in order to report on the outcome of this assessment and consider the improvements to retain. Generally speaking, for all the questions asked, the results of the assessment are highly satisfactory in 90% of cases (i.e. 5% higher than the previous year). More specifically, the following points emerged from the Secretary's analysis, and were shared with all the Directors: Board's composition, with a higher proportion of women at the end of 2016 (4/9, i.e. 44% of Board members). The majority of Directors also considered that the diversity of skills was approptiate at the Board level and, one Director the Directors were fully satisfied with the diversity of the ●

suggested that a digital and Fintech oriented perspective be added. Besides, they believe that it would be beneficial if the Board held periodic meetings devoted to such issues as strategy, growth and Worldline's positioning towards competitors. For that purpose, some Directors would like to receive more information about changes in regulations, market and technologies; the Board and its Committees ran more smoothly this year ● (+10 points compared with the previous year), although several Directors believe that the time taken to forward documents could be shortened. One Director recommended that executive sessions be held without corporate management and the Board already decided to implement this suggestion in 2018; the information sent to the Board was deemed to be ● satisfactory. Directors wished to receive more press surveys and financial analyses. Regular briefings of the Board by one, or more, operational managers would also enable Directors to gain a better understanding of Worldline's core businesses. In addition to being addressed through the questionnaire (in particular with the assessment of the actual contribution of each Director), the assessment of the performance of the general management took place twice in 2017, during the Board of Directors' Meetings that ruled in February and July, respectively for the second semester 2016 and the first semester 2017, on the achievement of the performance criteria of the Chief Executive Officer's variable compensation.

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Worldline 2017 Registration Document