Worldline - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

well as that allocated to Committee members (from € 1,000 to € 1,500 per meeting attended). However, given the current economic circumstances related to the Covid-19 crisis, the Board of Directors, on recommendation of the Remuneration Committee, decided not to implement in 2020 the aforesaid increase and stated that it would be discussed again in due time. During its meeting held on February 23, 2021, and upon recommendations of the Remuneration Committee, the Board again discussed the compensation amount for Directors and decided to proceed with the revision of said compensation under the conditions explained above. Due to the uncertain and difficult economic context during the first semester of 2021, the contemplated revision will be implemented as from July 1, 2021. As such, as from July 1, 2021, the rules for allocating the total amount of the directors’ compensation will be as follows: For members of the Board of Directors: ● Fixed annual compensation of € 20,000 per Director plus ● variable compensation of € 2,500 per meeting attended, The Lead Independent Director receives additional fixed ● compensation of € 15,000 per year; For members of Committees: ● For the Chairmen: Audit Committee Chairman: € 3,500 ● per meeting attended / Chairman of other Committees: € 2,500 per meeting attended, For each member of the Committees: € 150 per meeting, ● Censors are paid in the same way as Directors, ● Successive meetings held on the same day are counted ● as one meeting, If on the day of the General Meeting of shareholders, the ● Board meets before and after the General Meeting session, a single compensation payment shall be paid for the two sessions, If a Director attends meetings for several separate ● Committees on the same day, then only the highest compensation payment shall be paid for the successive sessions; The Director(s) representing employees do(es) not receive ● any compensation for the exercise of their term of office.

Directors are reimbursed for expenses incurred while performing their term of office, notably travel and accommodation expenses. No Director receives compensation for any mandate held in Group companies. The Director(s) representing the employees receive(s) a salary under their employment agreement, which is not related to the performance of their term of office as Director(s) of the Company. Mr. Gilles Grapinet, Chairman and Chief Executive Officer does not receive any compensation, neither for his role as Director, nor for his role as Chairman of the Board of Directors. Mr. Thierry Sommelet, in his capacity as employee of Bpifrance Investissement, does not receive any compensation for his term of office as director. for the Chief Executive Officer The compensation policy for the Chief Executive Officer applies to the current Chairman and Chief Executive Officer, Mr. Gilles Grapinet, and will still fully apply to the Chief Executive Officer when the positions of Chairman of the Board of Directors and of Chief Executive Officer are separated again. The Board of Directors decided on February 23, 2021, upon recommendations of the Remuneration Committee, to review as follows the components of compensation package for Mr. Gilles Grapinet relating to his duties of Chief Executive Officer of the Company having in mind the principles of balance, exhaustiveness, consistency, competitiveness, pay for performance and alignment with the shareholders’ interests, as detailed above. Compensation policy G.3.1.4 General principles and term of office G.3.1.4.1 of the Chief Executive Officer Mr. Gilles Grapinet was appointed Chief Executive Officer on April 30, 2014, the date on which the Company was converted into a limited liability corporation ( société anonyme ). Prior to such date, he had been Chairman of the Company under its former form of simplified stock company ( société par actions simplifiée ) since July 31, 2013. Mr. Gilles Grapinet’s appointment was renewed in 2017, then in 2020 at the end of the General Meeting that renewed his term of office as Director. The Chief Executive Officer may be removed from office at any time by the Board of Directors. Mr. Gilles Grapinet is not bound by any employment contract with the Company or any other Group entity.

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