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15
Compensation andBenefits of Directors and Senior Executives
Executive Compensation
134
Worldline
2016 Registration Document
The Board of Directors, during its meeting on December
12,
2016, implemented the principle of competiveness by basing its
decision of setting the CEO compensation applicable in future
years, on comparisons with international references of the
payment sector, taking into account the Company size increase
since 2011 (Company initial public offering; major acquisitions
realized in 2016; increase of about 50% of the market
capitalization since the IPO); this benchmarking outlined the
consistency between the Company’s performance and the
resulting financial recognition for the CEO. Those references are
European payment companies having a business profile similar
to that of Worldline on a combination of criteria (revenue,
EBITDA, geographical presence, number of employees).
Elements of the compensation of Mr. Gilles Grapinet – CEO
15.2.2
For the 2016 year
The elements of the compensation of Mr. Gilles Grapinet relating
to his duties of Company CEO include:
a
total compensation in cash
which is composed of:
●
a fixed annual compensation of €
400,000,
●
a variable compensation, subject to performance
●
conditions, whose annual target is set at €
400,000, with a
maximum payment capped at 130% of the target variable
compensation in case of over-performance and no
minimum payment.
A curve applies to each financial indicator intervening in the
calculation of the variable remuneration of Mr. Gilles Grapinet.
Each curve provides the following:
i. A threshold which is specific to each indicator and
associated to a certain level of payout; and
ii. A maximum associated to a payout limited at 130%.
Between the threshold and maximum achievement, the curve is
linear.
criteria OMDA and Free Cash Flow count for 30% each. The
maximum payout is therefore limited to 130% of the on target
bonus for the concerned period.
The External Revenue criterion counts for 40% in the total
variable remuneration of Mr. Gilles Grapinet; the two other
payment of the second semester of the previous year’s bonus,
and in August for the payment of the current year first
In order to monitor
Company’s performance
more closely and
establish a proactive way to support its strategic plan, the
performance objectives for the CEO are set and reviewed on a
half-year basis. As a consequence, the variable compensation is
paid every 6 months (usually in February or March, for the
semester’s bonus).
Thus,
due remuneration
reflects amounts due for the first and
second semesters of the relevant year; and
paid remuneration
reflects amounts paid for the second semester of the previous
year and the following first semester.
first-half of the year are set on the basis of the Company’s
budget approved by the Board of Directors in December and
objectives for the second-half of the year on the basis of the “Full
Year Forecast 2” approved in July.
regularly presented to the shareholders. Thus, objectives for the
The variable compensation of the CEO is conditional, based on
clear and demanding operating performance criteria exclusively
related to quantitative and financial objectives. The objectives
are fully aligned with the Company Ambitions, as they are
Regarding the 2016 year, the nature and weighting of each
indicator of the variable on-target bonus of the CEO are the
following:
Worldline Revenue Organic Growth (40%),
●
Worldline Operating Margin before Depreciation and
●
Amortization (30%),
Worldline Free Cash Flow before equity changes,
●
dividends paid to shareholders, and acquisitions/disposals
(30%);
total compensation.
Equity
based
compensation
: according to the
●
recommendations of the AFEP-MEDEF, and with
consideration of market practices documented in the
Registration Documents of CAC 40 companies, the Board of
Directors ensured that compensation in the form of options
and shares valued in accordance with IFRS standards, does
not represent a disproportionate percentage of the CEO’s
The CEO equity based compensation is subject to achieving
several demanding performance conditions determined by
the Board of Directors, whether internal or external, and
based on financial criteria (such as OMDA, Free Cash Flow
and Revenue Growth) and corporate social responsibility
objectives of the Company;
Benefits in kind
granted to the CEO since his appointment
●
remained unchanged.
Mr. Gilles Grapinet does not receive any Director’s fees in his
capacity as CEO of the Company.
Mr. Gilles Grapinet will not receive any severance or
compensation under a non-compete clause in the event of
termination from the Company.
As fromJanuary
1, 2017
Nomination and Compensation Committee the following
evolutions of the
total compensation in cash
of Mr. Gilles
Grapinet relating to his duties of Chief Executive Officer of the
Company, as from January
1, 2017:
On the occasion of the new Worldline three-year 2017-2019
strategic plan, in line with the three-year Atos “Ambition 2019”
plan, recently submitted to the investors, the Board of Directors
decided on December
12, 2016, upon recommendation of the
a fixed annual compensation of €
415,000;
●