Worldline - Registration Document 2016

Practices of administrative and management bodies Committees of the Board of Directors

Committees of the Board of Directors 16.4

or its Chairman. charged with examining questions submitted to it by the Board 2014, the Company’s Board of Directors may create committees Company’s Extraordinary Shareholders’ Meeting on April 30, Pursuant to article 17 of the Company’s bylaws as adopted at the date of the Company’s shares on Euronext Paris: an Audit Two such Board committees were put in place on the listing

Also, a third committee was created by decision of the Board of Committee and a Nomination and Compensation Committee. Directors on December 12, 2016, the Investment Committee. AFEP-MEDEF Code. composition complies with the recommendations of the rules of these Committees are described below. Their The composition, responsibilities and powers, and procedural

16

Audit Committee

16.4.1

16.4.1.1

Responsibilities and Powers Regulations of the Board of Directors) (article 9.3.2 of the Internal

to pre-approve any assignment entrusted to the statutory ● auditors belong. the amounts paid to the networks to which the statutory rotation of statutory auditors; and to inform themselves of independence of the statutory auditors; to oversee the to ensure compliance with the principles guaranteeing the auditors other than the statutory audit and, more generally, Company’s risks: With respect to internal controls and monitoring the audit reports or a periodic summary of such reports; planned work. The Audit Committee will receive internal Internal Audit department and remain informed of its internal audit, give its opinion as to the organization of the sheet risks and undertakings; and to meet with the head of systems and procedures; to review significant off-balance quality and effectiveness of the Group’s internal control to evaluate, together with Group-level management, the ● to assess the reliability of the systems and procedures used ● financial information; procedures for reporting and processing accounting and in preparing the accounts, to review methods and the procedures used to evaluate and manage those risks. position and significant undertakings and risks and to review to regularly review the Company’s financial condition, cash ● With respect to agreements entered into by the Company: subsidiaries, on the other hand, that involve annual subsidiaries, on the one hand, and the Company and/or its provision of services between Atos SE and/or its to review all drafts of framework agreements relating to the ● payments in excess of € 10 million; agreements exceeding € 10 million entered into between hand. hand, and Atos SE and/or one if its subsidiaries, on the other the Company and/or one of its subsidiaries, on the one to review all drafts of financing or cash management ●

the information disclosed to shareholders and the markets. statements and oversees the quality of internal controls and of truthfulness of the Company and consolidated financial assists the Board of Directors in analyzing the accuracy and set forth in the Internal Regulations of the Board of Directors. It work of the Board of Directors within its areas of competence, as The Audit Committee’s mission is to prepare and facilitate the The Audit Committee may provide the Board with any opinion Directors with the following responsibilities: particular, the Audit Committee is tasked by the Board of or recommendation within the areas described below. In With respect to the financial statements: accounts prepared by the Finance department; draft annual and interim company and consolidated to conduct a preliminary review and give its opinion on the ● to assess the relevance and consistency of accounting ● principles and rules; to inform itself as to changes in the scope of consolidation; ● members of senior management; representative, if necessary outside the presence of the Internal Control department or any other management management, Financial and Accounting department, to meet, where necessary, with the statutory auditors, senior ● other significant financial documents and press releases. Company at the closing of each year’s accounts, as well as to review the financial documentation distributed by the ● With respect to the Company’s external audit: the fees to be paid for statutory audit assignments; of the Company’s statutory auditors and to the amount of to examine questions relating to the nomination or renewal ●

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Worldline 2016 Registration Document