Worldline - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Compensatory allowance for forced departure The Board of Directors, on March 15, 2019, ensured that the change of status of Mr. Gilles Grapinet had no consequences on his pension rights. As such and to the extent to which this change of status generated a loss of rights previously validated by Mr. Gilles Grapinet with regard to the performance conditions in the Atos pension plan rules, the Board of Directors decided to set up a complementary allowance for an amount equal to the difference between the following two amounts: The net pension (after payment of social security ● contributions) due to Mr. Gilles Grapinet on December 31, 2018 under the Atos SE and Atos International supplementary pension plan ( i.e. € 291,000 gross); and The net pension (after payment of the social security ● contributions) due to Mr. Gilles Grapinet under the Worldline pension plans. If the difference between those two amounts is positive, ● Mr. Gilles Grapinet will be entitled to receive this compensatory allowance, in the event of a forced departure, provided that he does not engage in any other professional activity. At the discretion of the Board of Directors, this allowance will take the form of: An allowance paid in one installment (equal to the net ● difference between the capital representing each of the above-mentioned pensions, determined in accordance with the mortality tables in effect at the time of the beneficiary’s retirement); or An additional annuity that will not benefit from the social ● security treatment for pensions provided for in Article L. 137-11 of the French Social Security Code. The benefit of this allowance is subject to the achievement of performance conditions assessed since 2014 and regarding Mr. Gilles Grapinet’s whole career as Chief Executive Officer of Worldline: achievement during more than 2/3 of the performance conditions set by the Board of Directors. No compensatory allowance will be paid to Mr. Gilles Grapinet in the event of resignation. The allowance is still due in case of departure due to 2 nd or 3 rd category invalidity or in the event of death. In the event of the dismissal of Mr. Gilles Grapinet before he reaches the legal age of retirement, he will only benefit from the allowance if he does not resume a professional activity before benefiting from the payment of his pension rights. No amount was granted to Mr. Gilles Grapinet in 2020 as he continues to hold his position at Worldline. The total rights from the frozen plan (L. 137-11), including due to the potential increase in the reference compensation, the rights from the new pension plan (L. 137-11-2) and from the compensatory allowance in case of forced departure before retirement may not exceed an annual annuity of € 291,000.

Social protection plans The Chief Executive Officer is entitled to the reimbursement plans for healthcare and incapacity, disability and death policy costs applicable to Worldline Group employees, as well as to the foreign travel assistance policy in force within Worldline in France. The healthcare policy includes in-patient and out-patient benefits (including medication reimbursement and alternative medicine), as well as dental and vision coverage. The healthcare contribution paid to the insurer is defined as a percentage of the annual salary capped at five times the annual Social Security ceiling and is co-financed by the Company. For 2020, Worldline’s contribution for Mr. Gilles Grapinet amounts to € 2,797.20. The incapacity, disability and death policy mainly offers the following benefits: Death coverage of 320% of the annual salary up to bracket ● C (eight times the annual Social Security ceiling), with a maximum of 500% in case of permanent disability; An educational annuity of 12% to 15% of the annual salary ● up to bracket C, depending on the children’s age; Salary maintained (up to bracket C) in case of incapacity or ● disability. The incapacity, disability and death contribution paid to the insurer is defined as a percentage of the annual salary with a maximum of five times the annual Social Security ceiling and is co-financed by the Company. For 2020, Worldline’s contribution for Mr. Gilles Grapinet amounts to € 2,480.64. The insurance policies relating to these schemes are subject to the rules and laws applicable for this type of policy. The Board of Directors has the authority to revoke the Chairman and Chief Executive Officer’s eligibility for these plans. Vote of last Annual General Meeting The Annual General Meeting of June 9, 2020 approved the fixed, variable and exceptional components making up the total compensation and all fringe benefits paid or allocated in respect of the fiscal year ended December 31, 2019 to Mr. Gilles Grapinet (25 th resolution). Compliance with the compensation policy The fixed, variable and long-term components making up the total compensation and all fringe benefits attributable to Mr. Gilles Grapinet comply with the provisions set by the Board of Directors on the recommendation of the Remuneration Committee. This compensation is in line with the corporate interest and adapted to the Company’s long-term business strategy with a view to ensuring its sustainability. The Company did not make any adjustments to its compensation policy.

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Universal Registration Document 2020

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