Worldline - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

In addition to the aforementioned alignment with the Company’s corporate interest, Worldline is also committed to ensuring that Executive Corporate Officers’ interests are aligned with shareholders’ interests to ensure value creation for shareholders. Worldline has specifically strengthened dialog with proxies and investors on governance topics and on compensation for Executive Corporate Officers, to better understand their expectations, their concerns and previous votes on these topics. The following four key principles underly the total compensation policy applicable to each Executive Corporate Officer, with the purpose of being transparent and exhaustive in the level of details provided for the components that A good balance is ensured between the cash compensation and the equity compensation for Executive Corporate Officers; a significant portion of which (more than 75%) is subject to the achievement of Group mid-term and long-term performance conditions. No component of the Corporate Officers’ compensation represents a disproportionate share of their total compensation. The global compensation policy also reflects the balance between the Company’s corporate interest, market practices, and the performance of the Corporate Officers as well as other stakeholders of the Company. Executive Corporate Officers’ compensation is also determined with regard to compensation received by Directors and by Company employees. Indeed, the Company’s compensation policy ensures that the various components of the compensation for Executive Corporate Officers stay coherent and measured compared to the average and median compensation of employees of the Company and of all the employees of all the entities of the Group in France by applying the equity ratio metric. Furthermore, the performance conditions of equity-based long-term compensation are identical for all employee beneficiaries and for Executive Corporate Officers. These alignments ensure that efforts made to achieve the Group’s performance objectives remain consistent. To determine the total compensation for the Company’s Executive Corporate Officers, the Board of Directors takes the following components of compensation into account: Fixed annual compensation in cash; ● A annual variable portion in cash expressed as a ● comprise the global compensation policy: 1. Balance, Exhaustiveness and Consistency

The advantage of benefiting from a defined benefit ● supplementary pension plan, under certain eligibility conditions defined below; A collective plan for the reimbursement of healthcare costs ● and disability/death coverage; A compensatory allowance in the event of forced ● The fixed portion of the compensation for Executive Corporate Officers is determined by taking into account the level and complexity of their responsibilities, their experience and seniority, particularly within the Group; and market analyses for similar positions (see paragraph below on “Competitiveness”). The multi-year long-term compensation for Executive Corporate Officers is limited to a maximum of 50% of the total maximum compensation of the Executive Corporate Officer concerned. When multi-year long-term compensation is equity-based, the value taken into account is based on the fair value set by reference to IFRS 2 recognized in the consolidated financial statements. Therefore, every year, the Board of Directors will adapt the multi-year long-term compensation of the Executive Corporate Officer in order to comply with this ceiling. A defined benefit supplementary pension plan is in force within Worldline. This supplementary pension plan has been aligned with the “Loi Pacte” (Pacte Law) on supplementary pension plans (Article L. 137-11-2 of the French Social Security Code) from January 1, 2020 and the Circular of December 23, 2020 1 for Excom members of Worldline who meet a minimum of three years seniority 2 in an Excom position, as employees or Executive Corporate Officers of Worldline, and whose annual fixed compensation exceeds fifteen times the French annual departure (Chief Executive Officer); Other fringe benefits detailed below. ● The level of total compensation for Executive Corporate Officers is reviewed and compared with market practices. 3. Pay for Performance A major portion of Executive Corporate Officer compensation is subject to the fulfilment of financial and non-financial performance conditions (more than 75% of total compensation) thus reflecting the obligation on Executive Corporate Officers to create value. The variable compensation of the Executive Corporate Officers is a conditional compensation, based on financial and non-financial, operating performance criteria that is both clear and demanding and is exclusively related to quantitative objectives which are set annually by the Worldline Board of Directors, upon proposal of the Remuneration Committee. These objectives are closely aligned with the Group’s ambitions, directly linked to the objectives of the strategic plan, as they are regularly presented to shareholders. Furthermore, and in order to secure the achievement of the performance objectives over a full year, the setting of these objectives, and the resulting review, are made on a half-yearly basis. social security ceiling. 2. Competitiveness

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percentage of the fixed annual compensation; Multi-year long-term equity compensation; ●

1 Circular No. DSS/3C/5B/2020/237 of December 23, 2020 relating to the establishment of the supplementary pension plans mentioned in Article L. 137-11-2 of the French Social Security Code. 2 The Board of Directors initially set the seniority condition at 5 years. On February 23, 2021, the Board of Directors, on the Remuneration Committee’s recommendation, amended the eligibility conditions for the supplementary pension plan by lowering the seniority condition from five years to three years to align with the new legal environment as from January 1st, 2021.

Universal Registration Document 2020

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