Worldline - Registration Document 2016

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Practices of administrative and management bodies Internal Regulations of the Board of Directors

on the Group’s structure; Strategic alliance or partnership which could have an impact ● delegated to the Chief Executive Officer; Parent guarantees in excess of the authorized amount ●

subsidiary; Purchase by a third party of share capital of a significant ● Financing and loans in excess of € 10 million. ●

Evaluation of Work Performed by the Board of Directors 16.3.3

and involvement in deliberations. of Directors and of the committees in light of such person’s skills effective contribution of each Director to the work of the Board questions are properly prepared and debated, and measure the and functioning are adequate to their tasks, verify that important composition, periodically ask itself whether their organization and its committees, reflect on the desirable balance in their must analyze the rules governing the functioning of the Board organization and procedures of its committees. In particular, it organization and procedures, as well as the composition, expectations by periodically analyzing its composition, Board of Directors to evaluate its ability to meet shareholder The Internal Regulations of the Board of Directors require the

the Board’s meeting agenda must include a discussion of its To that end, the Internal Regulations provide that once a year evaluations and the results thereof. Board must inform shareholders of the completion of these functioning. Furthermore, once a year in its Annual Report, the evaluations and the results thereof. each year in the Annual Report of the completion of these at least every three years. The shareholders must be informed the assistance of an outside consultant, must also be carried out direction of the Nomination and Compensation Committee with A formal evaluation, which may be implemented under the

Board of Directorsmeetings 16.3.4

Pursuant to the Company’s bylaws and Internal Regulations, the 94%. Attendance of Directors at these meetings was an average of 2015 financial year, the Board of Directors met eleven times. Board of Directors has met as often as necessary. During the particular: The Board of Directors met to discuss the following topics in review and approval of the 2017 budget; ● forecasts; review of the financial information and quarterly reports and ● financial statements; review of and closure of consolidated half year and yearly ● review of financial presentations and press releases; ● external growth operations; review of the strategic trends of the Group, especially the ● financial year; confirming his variable compensation paid for the 2016 compensation, setting the objectives of his variable part, and confirming the elements of the Chief Executive Officer’s ●

review of the operation of the corporate bodies and ● corporate governance (review of the propositions of independence of Directors, conformity review of the appointment and renewal of the Directors, review of the recommendations, amendment of the Internal Regulations); Company’s practices with the AFEP-MEDEF Board of Directors. The Committees are solely advisory in Committees are governed by the Internal Regulations of the Board of Directors: the Audit Committee and the Nomination as well as the works of the two permanent Committees of the The Board regularly heard the review of the statutory auditors and Compensation Committee. The powers of these review of external growth projects. ● Committees. on the basis of the documentation generated by the during the meetings of the Board of Directors, where applicable, Directors. Their recommendations are discussed at length decision-making and liable body. They report to the Board of preparing the works of the Board which is the only

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Worldline 2016 Registration Document