Worldline - 2020 Universal Registration Document
G
CORPORATE GOVERNANCE AND CAPITAL Corporate Governance
Tasks of the Lead Director in 2020 G.2.3.5.2 During year 2020, the Lead Director performed the following duties, in particular: Maintained an ongoing dialogue with the Secretary of the ● Board and the Chairman and Chief Executive Officer and when useful or necessary as well, with the chairmen of the Committees and the other Directors; Participated in the preparation of the agenda of the Board ● meetings closely with the Secretary of the Board and the Chairman and Chief Executive Officer; Closely participated in the work relating to the changes in ● the composition of the Board of Directors, in particular in the context of its enlargement following the acquisition of Ingenico, in collaboration with the Chairman of the Nomination Committee, the Chairman and Chief Executive Officer and the Secretary of the Board; Ensured that no Director was in a conflict of interest in ● particular during the review of the diversity policy at the Board level and the independence of the Board members during the Board meeting held on December 18, 2020; Reviewed the modifications made to the Internal Rules of ● the Board of Directors in collaboration with the Secretary of the Board of Directors; Defined the approach and process for implementing the ● annual evaluation of the Board’s work with the Secretary of the Board, and in this context, prepared the evaluation questionnaire that was sent to each of the Directors and reviewed the responses provided by the Directors, and presented a report on this evaluation at the Board of Directors meeting held on February 23, 2021; Maintained a regular dialogue with the Company’s main ● shareholders.
In addition, in the context of the next 2021 Annual General Meeting, the dialogue with shareholders and proxy advisors regarding governance matters will be carried out by the Secretary of the Board and supervised by the Lead Director with the departments in charge of Investor Relations and of Human Resources and CSR strategy.
Employee’s participation G.2.3.6 in the Board of Directors
Representation of employee G2.3.6.1 shareholders
December 31, 2020, the shares held by the Company’s employees and by the employees of its affiliated companies as defined in article L. 225-180 of the French Commercial Code represent 0,11% of the share capital, i.e. less than the 3% threshold above which such appointment is required by law (see Section G.5 of this Universal Registration Document). Directors representing employees In accordance with article L. 22-10-7 (previously article L. 225-27-1 of the French Commercial Code, the Social and Economic Committee of the Company designated Ms. Marie-Christine Lebert and Mr. Arnaud Lucien as Director representing the employees respectively on May 17, 2019 and November 30, 2020, for a three-year term of office. Social and Economic Committee 1 ’s G.2.3.6.2 representation A representative of the Social and Economic Committee, i.e. Ms. Julie Noir de Chazournes or her substitute, Mr. Thierry Cottrel, is invited to attend the Board of Directors’ meetings, without voting rights.
1 Previously known as the Works Council
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Universal Registration Document 2020
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