Worldline - 2019 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

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 should interview the statutory auditors, and also the persons responsible for finance, accounting and treasury matters. The review of accounts by the Audit Committee should be accompanied by a presentation from the statutory auditors stressing the essential points not only of the results of the statutory audit, in particular the adjustments resulting from the audit and significant weaknesses in internal control identified during the auditors’ work, but also the accounting methods chosen. It should also be accompanied by the complementary report to the Audit Committee provided for by applicable law and a presentation from the Chief Financial Officer describing the corporation’s risk exposures including those of a social and environmental nature, and its material off-balance-sheet commitments. As far as internal audit and risk control are concerned, the Audit Committee must interview those responsible for the internal audit. It should be informed of the program for the internal audit and receive internal audit reports or a regular summary of those reports. The Audit Committee may call upon external experts if need be. In 2019, the Audit Committee, in its operation, benefited from Company’s internal skills, in particular the Group Chief Financial Officer, the Group Head of Internal Audit and Internal Control, the Group Head of Legal, Compliance and Contract management, the Group Chief Operating Officer and Chief Technology Officer as well as the statutory auditors who attended, as applicable and upon request from the Committee Chairman, meetings of the Audit Committee. Works in 2019 During the 2019 financial year, the Audit Committee met eight times. Attendance of members to the meetings was an average of 98%. The highest individual rate of attendance was 100% (reached by 4 of the current members). During the 2019 financial year, the Audit Committee reviewed the following items in particular: The Group’s accounting and financial documents, including ● statements related to off-balance sheet, before their presentation to the Board; the main accounting items and methods; the quarterly financial reports on the Group’s performance, the consolidated accounts for 2018, the half-yearly accounts 2019, and the draft financial press releases as well as the forecast information before their submission to the Board of Directors; The related-party transactions and the related procedure; ● The acquisition of the minority shareholdings in ● equensWorldline and its related financial documentation (issuance of bonds and OCEANEs to refinance the bridge loan);

The

financial,

organizational

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operational

● consequences and progress of the separation from the Atos group; The follow-up of the acquisition and integration of SIX ● Payment Services; The Audit Committee’s charter relating to the approval of ● non-audit services provided by the Statutory Auditors; 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; Review of the credit rating of the Group; ● Review of the 2018 Registration Document, notably the ● Company’s accounts and the consolidated financial statements included in the Registration Document; The risks in particular those associated with the most ● critical contracts, cyber environments and compliance, 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. Mission (article 9.3.1 of the Internal Rules 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 and its Committees or to a position of management with a corporate mandate with the Company, and to formulate an opinion and/or recommendation with respect to such candidacy to the Board of Directors. The Nomination and Remuneration Committee, in coordination with the Lead Director, 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 Universal Registration Document. With respect to compensation, the Nomination and Remuneration Committee is charged with formulating proposals regarding the compensation of the Chairman, the Chief Executive Officer and the Deputy 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, The Nomination and G.2.5.2 Remuneration Committee [GRI 102-36] [GRI 102-37]

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387 Universal Registration Document 2019