Worldline - Registration Document 2016

16

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

16.4.1.2

Board of Directors) of the Internal Regulations of the Composition (articles 9.2.4 and 9.3.2

Committee decisions are subject to a majority vote by members may be transmitted orally or by any other means. Audit vote. participating in the meeting, with each member having one and interim financial statements. Meetings take place prior to twice per year on the occasion of the preparation of the annual The Audit Committee meets as often as necessary and, at least, Committee’s agenda includes examination of the annual or least two days before such meeting when the Audit the meeting of the Board of Directors and, whenever possible, at Directors. interim financial statements due to be reviewed by the Board of times. Attendance of members at the meetings was 100%. During the 2016 financial year, the Audit Committee met six the following items in particular: During the 2016 financial year, the Audit Committee reviewed segment information (now by Global Business Lines); the main accounting options and the new presentation of the Group’s accounting and financial documents, including ● information; and the draft financial press releases as well as the forecast the periodic financial reports on the Group’s performance ● the related party transactions with the Atos group; ● audit; summary reports concerning the activities of the internal department, the conclusions of the main missions and the the annual mission plan of the Group Internal Audit ● the risk mapping; ● declared claims and litigations and the provisions. the risks of the most critical contracts as well as the state of ● in connection with their general audit mission. accounts, as well as the reports of their other works carried out statutory auditors concerning the annual and half-yearly The Committee heard the intermediate and final reports of the Works in 2016 16.4.1.4

The Audit Committee can be composed of a minimum of three appointed from among the independent members of the Board and a maximum of five members, two-thirds of whom must be are Mr. Cardoso (Chairman), Ms. Tolson and Mr. Arditti. Mr. Registration Document, the members of the Audit Committee AFEP-MEDEF Code. At the date of the registration of this of Directors, in accordance with the recommendations of the of Directors. Cardoso and Ms. Tolson are independent members of the Board financial and operational specificities. nomination, be informed about the Company’s accounting, members of the Audit Committee must, at the time of their members who are knowledgeable in finance and accounting. All In accordance with applicable law, the Audit Committee includes Board of Directors. the same time as such member’s term as a member of the term of a member of the Audit Committee may be renewed at same as their term as members of the Board of Directors. The The term of office of the members of the Audit Committee is the Company. Audit Committee may not include any Executive Director of the proposal of the Nomination and Compensation Committee. The its independent members by the Board of Directors, upon the The Chairman of the Audit Committee is appointed from among The Committee’s secretary is any person designated by the Chairman of the Committee or with the Chairman’s approval.

16.4.1.3

Directors) Internal Regulations of the Board of Functioning (article 9.3.2 of the

participate. The notice of meeting must include an agenda and Chairman or secretary, as long as at least half of its members or by telephone or video conference, when convened by its The Audit Committee may validly deliberate either in a meeting

Nomination and Compensation Committee [GRI 102-37] 16.4.2

16.4.2.1

Regulations of the Board of Directors) Missions (article 9.3.1 of the Internal

discussed annually by the Board of Directors prior to publication members of the Board of Directors, which is then reviewed and makes a preliminary assessment as to the independence of Directors. The Nomination and Compensation Committee between the Company and the members of the Board of important operations that involve risks of conflicts of interests The Nomination and Compensation Committee reviews with respect to the compensation of the Chairman and of the Compensation Committee is charged with drafting proposals With respect to compensation, the Nomination and compensation, ensuring the consistency of these rules with the CEO (including defining the rules for determination of variable annual performance evaluation and with the Group’s

Directors, within its areas of competence. is to prepare and facilitate the decisions of the Board of The mission of the Nomination and Compensation Committee’s

candidacy to the Board of Directors. opinion and/or recommendation with respect to such position as a senior executive or officer, and with delivering an any candidacy for a position on the Board of Directors or for a Committee is charged generally with researching and analyzing With respect to nominations, the Nomination and Compensation of the Company’s Registration Document.

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Worldline 2016 Registration Document