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14

Administrative, management and

supervisory bodies and

senior management

Composition of management and supervisory bodies

122

Worldline

2016 Registration Document

Composition of the Board of Directors

14.1.2

in addition to the Chairman are appointed by Atos SE.

outside of the Company during the last five years. Five Directors

main positions and offices held by the Company’s Directors

Directors as of the date of this Registration Document and the

The table below shows the composition of the Board of

Corporate Governance Code for Listed Companies published by

Independent Directors pursuant to the criteria set forth in the

of whom have been determined by the Board of Directors to be

Group’s principal shareholder.

general shareholders meeting upon nomination by Atos SE, the

Directors (including the Chairman) who were appointed by the

AFEP and MEDEF (the “AFEP-MEDEF Code”) and six other

Directors includes nine members (including its Chairman), three

As of the date of this Registration Document, the Board of

determine the independence of a Director:

certain number of criteria must be reviewed in order to

her judgment”. The AFEP-MEDEF Code also determines that a

its group or the management of either that may colour his or

has no relationship of any kind whatsoever with the corporation,

in June

2013, defines as independent, a Director when “he or she

The AFEP-MEDEF Code of Corporate Governance, as amended

been in such a position for the previous five years;

or a company that the latter consolidates, and not having

of the corporation, or an employee or Director of its parent

The Director shall not be an employee or Executive Director

The Director shall not be an Executive Director of a

a Director;

in office or having held such office for less than five years) is

such or an Executive Director of the corporation (currently

directly or indirectly, or in which an employee appointed as

company in which the corporation holds a directorship,

banker:

to) a customer, supplier, investment banker or commercial

The Director shall not be (or be bound directly or indirectly

that is material for the corporation or its group,

its group accounts;

for a significant part of whose business the corporation or

Executive Director;

The Director shall not be related by close family ties to an

corporation within the previous five years;

The Director shall not have been an auditor of the

The Director shall not have been a Director of the

corporation for more than twelve years.

held

Company shares

Name; number of

of birth

Date

Nationality

Expiration

of office

date of term

address

Business

during the last 5 years

Main positions and offices held

outside the Company and Group

Thierry Breton

of Directors

of the Board

Chairman

held: 1

Number of Company shares

01/15/1955 French

approve the financial

Meeting called to

Annual Shareholders’

statements for the

December 31, 2016

fiscal year ending

Ouest

Immeuble River

80 quai Voltaire,

95870 Bezons

of this Registration Document:

Positions and offices held as of the date

Chairman and CEO of Atos SE

1

Profit ForecastsChairman of Bull

Profit ForecastsDirector of Carrefour SA

1

(Senegal), SATS (Singapore)

Profit ForecastsDirector of Sonatel

five years that are no longer held:

Positions and offices held during the last

Finances and Industry

French Minister of the Economy,

CEO of Atos International SAS

Gilles Grapinet

Officer;

Chief Executive

Director

held: 20,000

Number of Company shares

07/03/1963 French

December 31, 2016

fiscal year ending

statements for the

approve the financial

Meeting called to

Annual Shareholders’

Ouest

Immeuble River

80 quai Voltaire,

95870 Bezons

of this Registration Document:

Positions and offices held as of the date

Functions, Atos SE

1

Senior Executive Vice-President Global

equensWorldline SE

Chairman of the Supervisory Board of

Director of Saint Louis Re SA, Bull

Director of Atos Participation 2 SA

Permanent representative of Atos SE,

Vice President of Atos IT Solutions and

Services GmbH

Worldline China

Atos Information Technology GmbH,

Member of the Supervisory Board of

five years that are no longer held:

Positions and offices held during the last

None