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16
Practices of administrative and management bodies
Internal Regulations of the Board of Directors
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Worldline
2016 Registration Document
on the Group’s structure;
Strategic alliance or partnership which could have an impact
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delegated to the Chief Executive Officer;
Parent guarantees in excess of the authorized amount
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subsidiary;
Purchase by a third party of share capital of a significant
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Financing and loans in excess of €
10 million.
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Evaluation of Work Performed by the Board of Directors
16.3.3
and involvement in deliberations.
of Directors and of the committees in light of such person’s skills
effective contribution of each Director to the work of the Board
and its committees, reflect on the desirable balance in their
must analyze the rules governing the functioning of the Board
organization and procedures of its committees. In particular, it
organization and procedures, as well as the composition,
questions are properly prepared and debated, and measure the
and functioning are adequate to their tasks, verify that important
composition, periodically ask itself whether their organization
expectations by periodically analyzing its composition,
Board of Directors to evaluate its ability to meet shareholder
The Internal Regulations of the Board of Directors require the
the Board’s meeting agenda must include a discussion of its
To that end, the Internal Regulations provide that once a year
evaluations and the results thereof.
Board must inform shareholders of the completion of these
functioning. Furthermore, once a year in its Annual Report, the
evaluations and the results thereof.
each year in the Annual Report of the completion of these
at least every three years. The shareholders must be informed
the assistance of an outside consultant, must also be carried out
direction of the Nomination and Compensation Committee with
A formal evaluation, which may be implemented under the
Board of Directorsmeetings
16.3.4
Pursuant to the Company’s bylaws and Internal Regulations, the
94%.
Attendance of Directors at these meetings was an average of
2015 financial year, the Board of Directors met eleven times.
Board of Directors has met as often as necessary. During the
particular:
The Board of Directors met to discuss the following topics in
review and approval of the 2017 budget;
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forecasts;
review of the financial information and quarterly reports and
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financial statements;
review of and closure of consolidated half year and yearly
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review of financial presentations and press releases;
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external growth operations;
review of the strategic trends of the Group, especially the
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financial year;
confirming his variable compensation paid for the 2016
compensation, setting the objectives of his variable part, and
confirming the elements of the Chief Executive Officer’s
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review of the operation of the corporate bodies and
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corporate governance (review of the propositions of
recommendations, amendment of the Internal Regulations);
Company’s
practices
with
the
AFEP-MEDEF
independence of Directors, conformity review of the
appointment and renewal of the Directors, review of the
review of external growth projects.
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Committees.
on the basis of the documentation generated by the
Board of Directors. The Committees are solely advisory in
Committees are governed by the Internal Regulations of the
during the meetings of the Board of Directors, where applicable,
Directors. Their recommendations are discussed at length
decision-making and liable body. They report to the Board of
preparing the works of the Board which is the only
Board of Directors: the Audit Committee and the Nomination
as well as the works of the two permanent Committees of the
The Board regularly heard the review of the statutory auditors
and Compensation Committee. The powers of these