Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

Corporate Governance [GRI 102-10] [GRI 102-18] G.2 [GRI 102-22] [GRI 102-24] [GRI 102-26]

This report contains, in particular, information relating to the compensation of Corporate Officers, various aspects of the practices of the Company’s administrative and management bodies and factors likely to have an impact in the event of a public offering. Information on internal control and risk management procedures is included in the management report which now contains information about the financial risks associated with climate change and presents the measures being taken by the Company to reduce said risks by implementing a low-carbon strategy in all aspects of its business activity.

Compliance with the AFEP-MEDEF Code – Frame of reference on G.2.1 corporate governance

Since the listing of the Company’s shares on Euronext Paris, Worldline complies with the recommendations of the AFEP-MEDEF Corporate Governance Code for Listed Companies (the "AFEP-MEDEF Code", revised version of January 2020), in particular in connection with the preparation of the Board of Directors’ report on corporate governance. In that respect, Worldline’s Board of Directors performed on February 18, 2020 an annual review of the implementation by the Company of these governance principles.

The detail of the Board’s assessment items on the implementation of the AFEP-MEDEF Code will be available in its entirety on Worldline’s website www.worldline.com. The AFEP-MEDEF Code is available in the Governance section of the AFEP website: www.afep.com. As at the date of publication of this Universal Registration Document, and in accordance with the rule “Comply or Explain”, the following recommendations are not applied for the reasons indicated below.

AFEP-MEDEF Code recommendation

Explain

Independence of the Chairman of the Remuneration Committee (article 18.1) It is recommended that the Chairman of the

As part of the acquisition of SIX Payment Services, the shareholders’ agreement entered into between SIX Group and Atos SE mentioned that the chairperson of the Nomination and Remuneration Committee should be designated upon the proposal of SIX Group AG. Mr. Lorenz von Habsburg Lothringen has been appointed Chairman of the Nomination and Remuneration Committee on October 24, 2019 according to this shareholders’ agreement. Mr. Lorenz von Habsburg Lothringen shows full dedication in this role and his prior experience as member of this Nomination and Remuneration Committee is highly valuable for the Board and his Chairmanship ensures continuity in this domain. It is important to note that only non-executive directors (administrateurs n’ayant pas de fonctions exécutives) are members of the Nomination and Remuneration Committee (including as regards the chairperson) and its composition includes a majority of independent Directors as recommended by the AFEP-MEDEF Code. Ms. Marie-Christine Lebert has been designated as Director representing the employees on May 17, 2019 and participates in the meetings of the Board since then. During its review of the composition of the various Committees in October 24, 2019, the Board, upon recommendation of the Nomination and Remuneration Committee, took into account, in particular, the necessary induction period to adapt to how the Company’s governance operates, understand its specific characteristics, familiarize herself or himself with the challenges and broad outlines of the Board’s mission, and finally did not appoint the Director representing the employees to the Nomination and Remuneration Committee at this stage. However, it was decided by the Board, upon recommendation of the Nomination and Remuneration Committee, to appoint the Director representing the employees to the Social and Environmental Responsibility Committee, which is, in particular, responsible for overseeing the impacts of the Group’s social responsibility strategy and the rollout of the related initiatives as well as the Group’s social policies. In addition, all the works of the Nomination and Remuneration Committee are presented and discussed during Board meetings that the Director representing the employees attends and takes part to the discussions and votes related thereto.

Compensation Committee be independent.

Presence of a Director representing

employees at the Nomination and Remuneration Committee (article 18.1 )

It is recommended that an employee-director be a member

of the Nomination and Remuneration Committee.

356

Universal Registration Document 2019