Worldline - Registration Document 2016

16

Practices of administrative and management bodies Statement Relating to Corporate Governance

Investment Committee 16.4.3

remuneration for the other committees, described in Section 15.1,

are applicable to the new created Committee,

16.4.3.1

Directors) Internal Regulations of the Board of Composition (article 9.3.3 of the

16.4.3.1

Regulations of the Board of Directors) Missions (article 9.3.3 of the Internal

The Investment Committee is composed of a minimum of three Directors among its members. and a maximum of five members, appointed by the Board of The Chairman of the Investment Committee is appointed by the Board of Directors. Board of Directors, upon the proposal of the Chairman of the ad nutum, without cause. be renewed. The Board of Directors may terminate their office Directors without cause nor notice. The term of their office can They can, however, resign during any meeting of the Board of is the same as their term as members of the Board of Directors. The term of office of the members of the Investment Committee The three members of the Committee are Mr Thierry Breton, Mr Gilles Grapinet and Mr Aldo Cardoso. The rules related to

main external growth projects led by the Company. competence. It assists the Board of Directors in analyzing the the work of the Board of Directors within its areas of The Investment Committee’s mission is to prepare and facilitate employee whose expertise is of use for the Committee’s works, will be assisted from time to time or permanently by any In order to carry forward its mission, the Investment Committee Directors. Committee’s Chairman subject to a decision of the Board of and whose appointment will be made upon proposal of the be. The Committee shall be able to resort to external experts if need

Statement Relating to Corporate Governance 16.5 [GRI 102-22] [GRI 102-24] [GRI 102-25] and [GRI 102-26]

he will assume the role of CEO of the Company. Upon the financial control over the Worldline subsidiary), and second, that coordination of Global Functions (other than in respect of the Directors of the Company. employment agreement will be revisited by the Board of conclusion of this transitional period, the terms of the CEO’s Executive Vice President of the Atos Group in charge of to 18 months the current governance structure of the Company. Committee, has unanimously decided to extend for another 12 recommendation from the Nomination and Remuneration 2015 annual results, Worldline Board of Directors, based on the As indicated in the February 23, 2016 press release related to the

principle of gender balance in the Board’s composition, the composition of the Board of Directors and the application of the following: implemented by the Company, with the exception of the the internal control and risk management procedures terms for preparation and organization of the Board’s work, and of the report of the Chairman of the Board of Directors provided AFEP-MEDEF Code, in particular in connection with preparation Company complies with the recommendations of the Since the listing of the Company’s shares on Euronext Paris, the for by article L. 225-37 of the French Commercial Code on the Atos SE affiliate which provides, first, that he will serve as Senior Gilles Grapinet will retain his employment agreement with an Given his existing responsibilities within the Atos group, Mr.

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Worldline 2016 Registration Document