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16
Practices of administrative and management bodies
Committees of the Board of Directors
147
Worldline
2016 Registration Document
Committees of the Board of Directors
16.4
or its Chairman.
charged with examining questions submitted to it by the Board
2014, the Company’s Board of Directors may create committees
Company’s Extraordinary Shareholders’ Meeting on April
30,
Pursuant to article
17 of the Company’s bylaws as adopted at the
Also, a third committee was created by decision of the Board of
Committee and a Nomination and Compensation Committee.
date of the Company’s shares on Euronext Paris: an Audit
Two such Board committees were put in place on the listing
Directors on December
12, 2016, the Investment Committee.
AFEP-MEDEF Code.
composition complies with the recommendations of the
rules of these Committees are described below. Their
The composition, responsibilities and powers, and procedural
Audit Committee
16.4.1
Responsibilities and Powers
16.4.1.1
Regulations of the Board of Directors)
(article 9.3.2 of the Internal
the information disclosed to shareholders and the markets.
statements and oversees the quality of internal controls and of
truthfulness of the Company and consolidated financial
assists the Board of Directors in analyzing the accuracy and
set forth in the Internal Regulations of the Board of Directors. It
work of the Board of Directors within its areas of competence, as
The Audit Committee’s mission is to prepare and facilitate the
The Audit Committee may provide the Board with any opinion
Directors with the following responsibilities:
particular, the Audit Committee is tasked by the Board of
or recommendation within the areas described below. In
With respect to the financial statements:
accounts prepared by the Finance department;
draft annual and interim company and consolidated
to conduct a preliminary review and give its opinion on the
●
to assess the relevance and consistency of accounting
●
principles and rules;
to inform itself as to changes in the scope of consolidation;
●
members of senior management;
representative, if necessary outside the presence of the
Internal Control department or any other management
management, Financial and Accounting department,
to meet, where necessary, with the statutory auditors, senior
●
other significant financial documents and press releases.
Company at the closing of each year’s accounts, as well as
to review the financial documentation distributed by the
●
With respect to the Company’s external audit:
the fees to be paid for statutory audit assignments;
of the Company’s statutory auditors and to the amount of
to examine questions relating to the nomination or renewal
●
to pre-approve any assignment entrusted to the statutory
●
auditors belong.
the amounts paid to the networks to which the statutory
rotation of statutory auditors; and to inform themselves of
independence of the statutory auditors; to oversee the
to ensure compliance with the principles guaranteeing the
auditors other than the statutory audit and, more generally,
Company’s risks:
With respect to internal controls and monitoring the
audit reports or a periodic summary of such reports;
planned work. The Audit Committee will receive internal
Internal Audit department and remain informed of its
internal audit, give its opinion as to the organization of the
sheet risks and undertakings; and to meet with the head of
systems and procedures; to review significant off-balance
quality and effectiveness of the Group’s internal control
to evaluate, together with Group-level management, the
●
to assess the reliability of the systems and procedures used
●
financial information;
procedures for reporting and processing accounting and
in preparing the accounts, to review methods and
the procedures used to evaluate and manage those risks.
position and significant undertakings and risks and to review
to regularly review the Company’s financial condition, cash
●
With respect to agreements entered into by the Company:
subsidiaries, on the other hand, that involve annual
subsidiaries, on the one hand, and the Company and/or its
provision of services between Atos SE and/or its
to review all drafts of framework agreements relating to the
●
payments in excess of €
10 million;
agreements exceeding €
10
million entered into between
hand.
hand, and Atos SE and/or one if its subsidiaries, on the other
the Company and/or one of its subsidiaries, on the one
to review all drafts of financing or cash management
●