Worldline - 2019 Universal Registration Document

First page Table of contents Previous page 378 Next page Last page

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

The detailed assessment of the Directors’ independence based on the above-mentioned criteria is reproduced in the below table:

Criteria

Gilles Grapinet

Aldo Cardoso

Giulia Fitzpatrick

Lorenz von

Mette Kamsvåg

Danielle Lagarde

Marie Christine Lebert

Georges Pauget

Luc Rémont

Daniel Schmucki

Susan M. Tolson

Habsburg Lothringen

Criterion 1: Employee or corporate officer within the past 5 years Criterion 2: Cross-directorships Criterion 3: Significant business relationships

ü 1

Criterion 4: Family ties Criterion 5: Auditor

Criterion 6: Period of office exceeding 12 years

Criterion 7: Status of non-executive officer

Criterion 8: Status of the major shareholder

ü 2

Independent

In this table, ü represents an independence criterion that is satisfied and û represents an independence criterion that is not satisfied. Since the exceptional distribution in kind of 23.5% of Worldline share capital by Atos SE to its shareholders, Atos SE does no longer qualify as parent 1 company. For additional information on the shareholding Atos SE in Worldline, please refer to Section G.5.1.3. Since the completion of the sale of 13,1% stake in Worldline, Atos SE is no longer one of the Company's major shareholders. For additional information, 2 please refer to Section G.5.1.3 regarding the updated shareholding held by Atos SE.

Lead Director G.2.3.4 Following its decision to combine temporarily the offices of Chairman of the Board of Directors and Chief Executive Officer, the Board of Directors, in application of the highest corporate governance standards and upon recommendation of the Nomination and Remuneration Committee, decided to appoint a Lead independent Director on March 19, 2020. As per the Internal Rules of the Board of Directors, the Lead independent Director has, in particular, the following powers and responsibilities: Ensure that the Directors are provided with the information ● necessary to the accomplishment of their tasks; Organize, at least twice a year, meetings without the ● Can ask the Chairman of the Board to convene the Board ● of Directors to discuss a predetermined agenda; Supervise the yearly assessment of the Board and ●

attendance of the Senior Executive Officers being present; Review of the meetings’ agendas, upon consultation by the ● Chairman of the Board and/or the Board’s Secretary; the Lead Director may request the inclusion of additional items; Is consulted, notably by the Chairman of the Nomination ● and Remuneration Committee, early on in the directors' nomination and renewal process;

Committees’ work and report on the conclusions of such works to the Board of Directors together with the Board’s Secretary; and Report to the Board of Directors any conflict of interest ● that he/she has himself/herself identified or that were reported to him/her.

The Lead Director maintains a regular and open dialogue with the Directors, in particular with the independent Directors – for which he can be the spokesperson vis-à-vis the management and the other directors - as well as with the secretary of the Board of Directors. The Lead Director can also hold discussions with the shareholders, in consultation with the Chief Executive Officer, and shall report on it to the Chief Executive Officer and the Board of Directors.

378

Universal Registration Document 2019

Made with FlippingBook Ebook Creator