Worldline - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

The Board of Directors also took the following factors into account: The waiver by Executive Corporate Officers of the increase ● decided by the Board of Directors in February 2020 regarding their fixed and variable cash compensation, initially intended to take effect on January 1, 2020, and the salary freeze applied to the rest of the population in 2020; The absence of review of the objectives linked to variable ● compensation for the first half of 2020 (thereby severely impacting payment linked to the first half reduced to 24.39% of the half-year target variable compensation for Executive Corporate Officers and also affecting the first-half payment for top managers), as well as the impact of the second wave of Covid-19 (which led to a payment of 87.77% of the second-half target variable compensation for Executive Corporate Officers and also affecting the second-half payment for top managers); The resilience of Worldline’s financial achievements in ● 2020 against the backdrop of the global pandemic: despite the exceptional context linked to the Covid-19 crisis, top managers of Worldline successfully worked to ensure business continuity, control costs, support business operations and succeeded in mitigating the impact of Covid-19 on the Company’s financial results; The re-alignment based on exogenous conditions which ● are not specific to Worldline; The successful completion of the Ingenico acquisition ● against the backdrop of a global pandemic;

The evolution in the share price between the grant dates ● of the plans concerned and year-end 2020, namely 147% increase in share price for the 2018 plans and 120% for the 2019 plans. For 2020, despite the pandemic, the share price rose by more than 23% enabling Worldline to create value for its shareholders. Taking all these factors into account, the Board of Directors considered that it would be neither appropriate nor fair not to recognize the performance of the Executive Committee during this crisis as well as the excellent work of the team members and not to adjust the financial objectives underlying the determination of the long-term compensation of Executive Corporate Officers and beneficiaries of the plans concerned which would not have been achieved in 2020 due to the consequences linked to the Covid-19 crisis, as the adjustments made are fully in line with the Company’s corporate interest and correlated with the performance of the Worldline Group over 2020. This is in order to maintain the motivation of the beneficiaries, including the Executive Corporate Officers, and to allow Worldline to achieve its short- and long-term objectives while ensuring a community of interests with its shareholders. It is also recalled that the long-term incentive plans are mainly for Worldline’s top managers, key resources, experts and some juniors, including Executive Corporate Officers and that these plans are an important part of the compensation package and play a key role in motivating and retaining their beneficiaries. By securing vesting over a three-year period, the Company ensures that it maintains the development of a community of interest with its shareholders while involving its employees in the Company’s long-term performance and financial results.

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Universal Registration Document 2020

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