Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

receive internal auditor’s reports or a periodic summary of such reports; To assess the reliability of the systems and procedures ● used in establishing the accounts, to review the methods and procedures for reporting and processing accounting and financial information; To monitor the effectiveness of the internal audit of the ● procedures relating to the preparation and processing financial of extra-financial and accounting information; and To regularly make itself aware of the financial situation, the ● cash position and any significant undertakings and risks and to examine the procedures adopted to evaluate and manage those risks. Composition (articles 9.2.4 and 9.3.2 of the Internal Rules of the Board of Directors) The Audit Committee can be composed of a maximum of six members and, in principle, at least two-thirds of such members must be appointed from among the independent members of the Board of Directors, in accordance with the recommendations of the AFEP-MEDEF Code. The Audit Committee is composed as follows: Aldo Cardoso 1 (Chairman); ● Giulia Fitzpatrick; ● Luc Rémont 1 ; ● Susan M. Tolson 1 ; ● Mette Kamsvåg 1 ; ● Daniel Schmucki. ● All Audit Committee members have financial and accounting competences. Aldo Cardoso, Chairman of the Audit Committee, has an in-depth and recognized knowledge of corporate finance and accounting, as well as of audit and control procedures, which he acquired during his long experience in the management of the audit and financial, legal and tax consulting firm Arthur Andersen and in exercising his various directorships as a Director of leading French and foreign companies. He is a Certified Public Accountant. Susan M. Tolson has financial and accounting knowledge as well as investment and development skills acquired from her experience in various investment structures (particularly in investment management) and performing her duties as Director of non-profit companies and organizations in France and especially abroad. Luc Rémont has held several positions at the French Ministry of Economy, Finance and Industry where he was in particular responsible for the French Treasury’s relations with international development banks and represented the French State’s shareholding interests in transportations companies, before joining the Ministry of Finance where he served as technical advisor and then deputy chief of staff of the Minister of Finance. He then served as head of corporate and investment banking for France and Benelux at Bank of America Merrill Lynch and CEO France at Schneider Electric.

Giulia Fitzpatrick holds an MBA in Finance from the Wharton School. She has in excess of 30 years of professional experience in particular in finance with various firms active in the financing sector and agriculture. Mette Kamsvåg holds a master’s in Business and Economics from BI Norwegian School of Management. She has financial and accounting knowledge acquired from her 20 years’ experience in IT and payment services sector in particular in the context of her duties as CEO of Nets (from 2011 to 2014) and Director of several companies and organizations especially in connection with Nordic markets. Daniel Schmucki has a long-standing experience in finance acquired through the various positions he held, notably at Bosch Group in Switzerland and Germany but also as Head Controlling, Treasury and Investors Relation at Flughafen Zürich AG and, since 2008, as Chief Financial Officer of SIX Group AG, a position he still holds. He holds a qualification as Chartered Accountant. More information regarding the backgrounds of Susan M. Tolson, Aldo Cardoso, Daniel Schmucki, Luc Rémont, Giulia Fitzpatrick and Mette Kamsvåg is available in their biography in Section G.2.3.1 Composition of the Board of Directors. All members of the Audit Committee must, at the time of their nomination, be informed about the Company’s accounting, financial and operational specificities. The term of office of Audit Committee members is the same as their term of office as members of the Board of Directors. The term of a member of the Audit Committee may be renewed at the same time as such member’s term as a member of the Board of Directors. 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 include neither the Chief Executive Officer nor the Deputy Chief Executive Officer. The appointment and renewal of the term of office of the Chairman of the Audit Committee is proposed by the Nomination and Remuneration Committee and it gives rise to specific review by the Board of Directors as recommended by the AFEP-MEDEF Code. The Committee’s secretary is any person designated by the Chairman of the Committee or with the Chairman’s approval. 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. Operating rules (article 9.3.2 of the Board of Directors’ Internal Rules)

1 Independent Director.

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Universal Registration Document 2019