Worldline - Registration Document 2016

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

16.4.2.3

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

these rules). medium-term strategy, and verifying the annual application of in preparing an incentive compensation policy for employees of The Nomination and Compensation Committee also participates Directors and to all or any employees of the Company and its options or of performance shares to executive officers and proposals for grants of stock subscription and/or purchase the Company and its subsidiaries. In particular, it prepares subsidiaries. are described in Chapter 15, “Compensation and Benefits of The rules governing the compensation of senior management Directors and Senior Executives”. Committee meetings, the level of responsibility assumed by particular, the presence of such Directors at Board and Directors’ fees among the Directors, taking into consideration, in Shareholders’ Meeting as well as the terms for allocation of such Directors’ fees to be submitted for the approval of the Annual Committee is charged with proposing the annual amount of With respect to members of the Board of Directors, the their responsibilities. such Directors, and the time that they are required to devote to The Committee also makes observations and/or accorded to officers of the Company and its subsidiaries. insurance schemes, benefits in kind and the financial benefits recommendations relating to retirement and employment Tolson are independent members of the Board of Directors. (Chairman), Mr. Breton and Ms. Tolson. Mr. Rémont and Ms. Nomination and Compensation Committee are Mr. Rémont date of this Registration Document, the members of the with the recommendations of the AFEP-MEDEF Code. At the consideration their independence, experience and skills. Directors from among its members and taking into Members of the Committee are appointed by the Board of of the Board of Directors. renewed at the same time as such member’s term as a member the Nomination and Compensation Committee may be members of the Board of Directors. The term of a member of Compensation Committee is the same as their term as The term of office of the members of the Nomination and Board of Directors. Board of Directors, upon the proposal of the Chairman of the is appointed from among the independent members by the The Chairman of the Nomination and Compensation Committee The Committee’s secretary is any person designated by the Chairman of the Committee or with the Chairman’s approval. independent members of the Board of Directors, in accordance majority of whom must be appointed from among the a minimum of three and a maximum of five members, the The Nomination and Compensation Committee is composed of Directors) Internal Regulations of the Board of Composition (articles 9.3.1 of the 16.4.2.2

The Nomination and Compensation Committee may validly meeting must include an agenda and may be transmitted orally long as at least half of its members participate. The notice of conference, when convened by its Chairman or secretary, as deliberate either in a meeting or by telephone or video or by any other means. management or the allocation of Directors’ fees. Directors votes on the compensation of members of senior and, in any event, prior to any meeting at which the Board of pursuant to the independence criteria adopted by the Company Directors meets to assess the independence of its members at least three times per year, in particular before the Board of and Compensation Committee meets as often as necessary and meeting, with each member having one vote. The Nomination subject to a majority vote by members participating in the Nomination and Compensation Committee decisions are members to the meetings was 100%. Compensation Committee met three times. Attendance of During the 2016 financial year, the Nomination and Directors: formulate opinions and recommendations to the Board of order to deal in particular with the following subjects so as to The Nomination and Compensation Committee met in 2016 in Executive Officer; the review of the variable compensation of the Chief ● Executive Officer; the variable compensation of the Chairman and Chief the definition of the performance objectives applicable to ● Officer’s compensation; the AFEP-MEDEF Code regarding the Chief Executive the review of the conformity with the recommendations of ● (including performance conditions); the setting of terms and conditions of a stock option plan ● the renewal of the composition of the Board of Directors; ● fees (jetons de présence). the determination of the rules for the allocation of Directors’ ● Works in 2016 16.4.2.4

16

149

Worldline 2016 Registration Document