Worldline - 2019 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Corporate Governance

and verifying the annual application of these rules and of the Directors). The Nomination and Remuneration Committee also participates in preparing an incentive compensation policy for employees of the Company and its subsidiaries. In particular, it formulates proposals regarding the decisions to grant options for the subscription and/or purchase of Company shares, or of Company performance shares to the benefit of company officers and any or all employees of the Company and its subsidiaries. The rules governing the compensation of Senior Executive Officers are described in Section G.3 Executive compensation and stock ownership of this Universal Registration Document. With respect to compensation of the members of the Board of Directors, the Committee is responsible for proposing to the Board of Directors to rule each year on the total annual amount of compensation to be submitted to the approval of the Annual Shareholders’ Meeting and the way such compensation shall be distributed among the Directors, particularly taking into consideration the attendance of the Directors at Board and Committees meetings, the level of liability incurred by the Directors, and the time that they are required to devote to their functions. The Committee also makes observations and/or recommendations relating to retirement and employment insurance schemes, benefits in kind and the financial rights granted to company officers of the Company and its subsidiaries. The Nomination and Remuneration Committee is composed of a maximum of five members, the majority of whom must be appointed from among the independent members of the Board of Directors, in accordance with the recommendations of the AFEP-MEDEF Code. The Nomination and Remuneration Committee members is composed as follows: Lorenz von Habsburg Lothringen (Chairman); ● Danielle Lagarde 1 ; ● Luc Rémont 1 ; ● Susan Tolson 1 . ● In accordance with the recommendations of the AFEP-MEDEF Code, the Nomination and Remuneration Committee is composed of a majority of independent members, and no Senior Executive Officer is a member. Members of the Committee are appointed by the Board of Directors from among its members and taking into consideration their independence, experience and skills. The term of office of the members of the Nomination and Remuneration Committee is the same as their term as members of the Board of Directors. The term of a member of the Nomination and Remuneration Committee may be renewed at the same time as such member’s term as a member of the Board of Directors. Composition (articles 9.3.1 of the Internal Rules of the Board of Directors)

The Chairman of the Nomination and Remuneration Committee is appointed by the Board of Directors whether or not from among the independent members, upon the proposal of the Nomination and Remuneration Committee. The Committee’s secretary is any person designated by the Chairman of the Committee or with the Chairman’s approval. Operating rules (article 9.3.1 of the Internal Rules of the Board of Directors) The Nomination and Remuneration 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 to its work. The notice of the meeting must include an agenda and may be transmitted orally or by any other means. The decisions of the Nomination and Remuneration Committee are subject to a majority vote by members participating in the meeting, with each member having one vote. The Nomination and Remuneration Committee meets as often as necessary and at least three times per year, in particular before the Board of Directors meets to assess the independence of its members pursuant to the independence criteria adopted by the Company and, in any event, prior to any meeting at which the Board of Directors votes on the compensation of members of senior management or the allocation of compensation to Directors. The Chief Executive Officer is associated to the works of the Committee relating to appointments and to the long-term incentive policy related proposals. The Nomination and Remuneration Committee may call upon external experts if need be. Works in 2019 During the 2019 financial year, the Nomination and Remuneration Committee met six times. Attendance of members to the meetings was 92%. The highest individual rate of attendance was 100% (reached by all current members). The Nomination and Remuneration Committee met in 2019 in order to deal in particular with the following subjects: Proposal regarding the setting of the objectives of the ● variable part of the Chief Executive Officer and the Deputy Chief Executive Officer’s compensation for H2 2019, and the confirmation of the results for their variable compensation related to H2 2018 and H1 2019; Review of the conformity of the Senior Executive Officers’ ● compensation with the recommendations of the AFEP-MEDEF Code; Proposal regarding the maintenance of a defined ● supplementary pension plan for the Chief Executive Officer; Proposal in connection with the setting of targets of ● performance conditions for 2019 applicable to the defined benefits pension scheme benefiting the Chief Executive Officer;

1 Independent Director.

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Universal Registration Document 2019