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14

Administrative, management and

supervisory bodies and

senior management

Composition of management and supervisory bodies

127

Worldline

2016 Registration Document

Germany from 1993 to 2006.

Arditti was a member of the Board of Directors of Worldline

Communication for the Atos group, a position he still holds. Mr.

Arditti became head of Investor Relations and Financial

CFO for France, Germany and Central Europe. In 2007, Mr.

Finance and Human Resources for Atos Origin in France, and

successively, Director of Mergers and Acquisitions, Director of

KPMG, he joined Atos in 1990, where until 2004 he was,

certified public accountant. After six years at Bull and four at

Techniques Industrielles et des Mines d’Alès (ENSTIMA) and is a

an engineering degree from the École Nationale Supérieure de

des Hautes Études de Commerce (HEC) in Paris. He also holds

Dauphine and a masters in international finance from the École

Gilles Arditti

holds a master in finance from the Université de

currently head of Business & Platform Solutions at Atos.

Systems Integration, including head of Profit Centers. She is

Integration. Prior to that, she had occupied various positions in

had been Senior Vice President in charge of Systems

charge of Private Sector Markets, and from 2007 to 2009 she

Beginning in 2009, she had been Senior Vice President in

has served as head of the United Kingdom and Ireland entities.

acquisition of KPMG Consulting. Since the beginning of 2012, she

Ursula Morgenstern

joined Atos in 2002 at the time of the

2010.

member for several corporations and non-profit entities since

high-yield bond market. Ms. Tolson has been an active Board

manager and then senior vice president, specializing in the

management organizations, successively as an analyst, portfolio

Companies, Inc., one of the world’s largest investment

Company (Capital Research), a subsidiary of The Capital Group

April

1990 to June

2010, Ms. Tolson worked at Capital Research

investments in media and entertainment companies. From

in 1988 as an Investment Officer, managing private equity

1984, and then joined Aetna Investment Management Company

as a corporate finance analyst at Prudential-Bache Securities in

Harvard Business School in 1988. Ms. Tolson started her career

1984 with a BA in economics and earned an MBA degree from

Susan M. Tolson

graduated cum laude from Smith College in

at Schneider Electric.

the position of Executive Vice President International Operations

France between July

2014 and April

2017. Since then, he holds

Electric, where he served as President of Schneider Electric

France beginning in 2009. In April

2014, he joined Schneider

America Merrill Lynch Corporate and Investment Banking for

Banking (which he recently left), where he was head of Bank of

Minister of Finance. In 2007, he joined Merrill Lynch Investment

served as technical advisor and then deputy chief of staff of the

interests in transportation companies. From 2002 to 2007, he

EBRD) before representing the French State’s shareholding

international development banks (including the World Bank and

was responsible for the French Treasury’s relations with

French Ministry of Economy, Finance and Industry. Initially, he

of Defense. From 1996 to 2007, he held several positions at the

started his career in 1993 as an engineer at the French Ministry

Nationale Supérieure des Techniques Avancées (Ensta) and

Luc Rémont

graduated from École Polytechnique and École

of Directors (non-executive) of Andersen Worldwide (2000) and

Directors of Andersen Worldwide (1996), Chairman of the Board

financial advisory France (1993-1996), member of the Board of

consultant, partner (1989), Chief Executive Officer audit and

held several successive positions at Arthur Andersen, including

Law and is a Certified Public Accountant. From 1979 to 2003, he

companies.

Since 2003, he has served as a Director of French and foreign

Chief Executive Officer of Andersen Worldwide (2002-2003).

Commerce de Paris and holds a Master’s Degree in Business

Aldo Cardoso

is a graduate of the École Supérieure de

Reviewof the Directors’ independence

members of the Board (i.e. one-third), are considered as

AFEP-MEDEF Code. On this basis, three out of the nine

each of its members, on the basis of criteria determined by the

Compensation Committee, reviewed the independent status of

relying on the preliminary work of the Nomination and

The Board of Directors, during its meeting of February

15, 2017,

particular, the Audit Committee and the Nomination and

recommendations for companies that are controlled. In

independent,

in

conformity

with

the

AFEP-MEDEF

Director.

Compensation Committee are both chaired by an Independent

Senior management

14.1.3

of the Company.

In accordance with article

22 of the Company’s bylaws, the

Chairman of the Board of Directors and Chief Executive Officer

Board of Directors has decided to separate the positions of

Mr. Thierry Breton serves as Chairman of the Board of Directors.

Worldline).

CEO of the Company (or other comparable responsibilities

Worldline subsidiary), and second, that he will assume the role of

Functions (other than in respect of the financial control over the

President of the Atos group in charge of coordination of Global

provides, first, that he will serve as Senior Executive Vice

an employment agreement with an Atos SE affiliate that

Mr. Gilles Grapinet serves as the Company’s CEO. He is party to

within the Atos group in the event that he ceases to be CEO of

the financial statements for the year ending December

31, 2016.

the Company’s Annual Shareholders’ Meeting called to approve

April

30, 2014 for a term of three years, to expire at the close of

He was appointed to the position of CEO of the Company on

managing the Company.

Chief Technology Officer, devotes two-thirds of his time to

President and three global business line Directors, including a

the CEO of the Company, assisted by a Senior Executive Vice

following the listing of the Company’s shares on Euronext Paris:

was put in place for a period of approximately 18 months

In order to ensure a smooth transition, the following structure