Worldline - 2020 Universal Registration Document
CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership
The IFRS fair value of any stock options and/or 5 performance shares granted during the concerned year (taking into account a 100% vesting multiplier for the grant of performance shares in 2016, 2017 and 2020). Any exceptional compensation, severance pay and/or amounts paid under a supplementary pension plan have not been taken into account. For the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer, as from 2018 and pursuant to the provisions of the French Sapin 2 law, payment of the variable compensation due for the previous year could only be paid after approval by the Annual General Meeting called to approve the financial statements for the year ended. For this reason, the compensation paid in 2018 to the Chairman and Chief Executive Officer and Deputy Chief Executive Officer only takes into account the variable compensation paid in second half 2017. In 2019, the compensation of the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer took into account the bonus paid for the full year 2018 (first half and second half). In 2020, the compensation of the Chairman and Chief Executive Officer and of the Deputy Chief Executive Officer took into account the bonus paid for 2019 (first half and second half). Additional comments regarding the Chairman of the Board of Directors’ compensation: No compensation or attendance fees were paid during the period in question to the Chairman of the Board of Directors of the Company. This position was held by Mr. Thierry Breton until October 24, 2019, when Mr. Gilles Grapinet was appointed Chairman of the Board of Directors for a transition period in addition to his duties as Chief Executive Officer. Mr. Breton did not receive any attendance fees in his capacity of Chairman of the Board of Directors for the period from January 1, 2015, through October 24, 2019. For the period from October 24, 2019 to December 31, 2020, Mr. Gilles Grapinet did not receive attendance fees or other compensation in his capacity of Chairman of the Board of Directors. Additional comments regarding the Chairman and Chief Executive Officer’s compensation: Until February 1, 2019, the Chairman and Chief Executive Officer was paid by Atos International SAS under his employment contract with this company. Two-thirds of his annual base compensation and of his variable compensation relating to his duties as Chief Executive Officer of Worldline was reinvoiced by Atos International SAS to Worldline.
As from February 1, 2019, Mr. Gilles Grapinet holds no position and performs no activities within Atos, his employment contract with Atos International SAS having ended on the same date. Since February 1, 2019, Mr. Gilles Grapinet works solely for Worldline in his position as Chairman and Chief Executive Officer. The Board of Directors of Worldline decided on February 18, 2019 to maintain for 2019 the identical structure and amount of the compensation package granted to Mr. Gilles Grapinet in 2018. For presentation of the current ratio calculation, the total annual base compensation and total annual variable compensation of the Chairman and Chief Executive Officer (including the one-third not reinvoiced by Atos International to Worldline prior to February 1, 2019) was taken into account for the period from January 1, 2015 to December 31, 2020. The stock options and/or performance shares granted by Worldline and Atos SE have been taken into account. Additional comments regarding the Deputy Chief Executive Officer’s compensation: The Board of Directors first appointed a Deputy Chief Executive Officer in July 2018, effective as of August 1, 2018. The Deputy Chief Executive Officer’s compensation for the period from August 1, 2018 to December 31, 2018 has been annualized for the purpose of the ratio presentation below. Additional comments regarding the compensation of the employees of Worldline SA, the SEU Worldline France and all of Ingenico’s French entities: the full-time equivalent compensation has been taken into account only if: It was paid to employees who were employed 1 continuously during the year in question at the SEU Worldline France or at one of the Ingenico’s French entities ( i.e. employed on January 1 and December 31 of the year in question); Paid according to an employment contract of definite or 2 indefinite period and excluding compensation paid to trainees and apprenticeship and inbound and outbound assignees; It was paid to employees who worked throughout the 3 entire year in question; For all of Ingenico’s French entities: the reduction in social 4 security and payroll taxes approved by the French government following the Covid-19 crisis was reincorporated into the full-time equivalent compensation of the relevant employees.
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Universal Registration Document 2020
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