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16
Practices of administrative and management bodies
Committees of the Board of Directors
148
Worldline
2016 Registration Document
Board of Directors)
of the Internal Regulations of the
Composition (articles 9.2.4 and 9.3.2
16.4.1.2
The Audit Committee can be composed of a minimum of three
of Directors.
Cardoso and Ms. Tolson are independent members of the Board
appointed from among the independent members of the Board
and a maximum of five members, two-thirds of whom must be
are Mr. Cardoso (Chairman), Ms. Tolson and Mr. Arditti. Mr.
Registration Document, the members of the Audit Committee
AFEP-MEDEF Code. At the date of the registration of this
of Directors, in accordance with the recommendations of the
financial and operational specificities.
nomination, be informed about the Company’s accounting,
members of the Audit Committee must, at the time of their
members who are knowledgeable in finance and accounting. All
In accordance with applicable law, the Audit Committee includes
Board of Directors.
the same time as such member’s term as a member of the
term of a member of the Audit Committee may be renewed at
same as their term as members of the Board of Directors. The
The term of office of the members of the Audit Committee is the
Company.
Audit Committee may not include any Executive Director of the
proposal of the Nomination and Compensation Committee. The
its independent members by the Board of Directors, upon the
The Chairman of the Audit Committee is appointed from among
The Committee’s secretary is any person designated by the
Chairman of the Committee or with the Chairman’s approval.
Directors)
Internal Regulations of the Board of
Functioning (article 9.3.2 of the
16.4.1.3
Committee decisions are subject to a majority vote by members
may be transmitted orally or by any other means. Audit
participate. The notice of meeting must include an agenda and
Chairman or secretary, as long as at least half of its members
vote.
participating in the meeting, with each member having one
or by telephone or video conference, when convened by its
The Audit Committee may validly deliberate either in a meeting
and interim financial statements. Meetings take place prior to
twice per year on the occasion of the preparation of the annual
The Audit Committee meets as often as necessary and, at least,
Committee’s agenda includes examination of the annual or
least two days before such meeting when the Audit
the meeting of the Board of Directors and, whenever possible, at
Directors.
interim financial statements due to be reviewed by the Board of
Works in 2016
16.4.1.4
times. Attendance of members at the meetings was 100%.
During the 2016 financial year, the Audit Committee met six
the following items in particular:
During the 2016 financial year, the Audit Committee reviewed
segment information (now by Global Business Lines);
the main accounting options and the new presentation of
the Group’s accounting and financial documents, including
●
information;
and the draft financial press releases as well as the forecast
the periodic financial reports on the Group’s performance
●
the related party transactions with the Atos group;
●
audit;
summary reports concerning the activities of the internal
department, the conclusions of the main missions and the
the annual mission plan of the Group Internal Audit
●
the risk mapping;
●
declared claims and litigations and the provisions.
the risks of the most critical contracts as well as the state of
●
in connection with their general audit mission.
accounts, as well as the reports of their other works carried out
statutory auditors concerning the annual and half-yearly
The Committee heard the intermediate and final reports of the
Nomination and Compensation Committee
[GRI 102-37]
16.4.2
Regulations of the Board of Directors)
Missions (article 9.3.1 of the Internal
16.4.2.1
Directors, within its areas of competence.
is to prepare and facilitate the decisions of the Board of
The mission of the Nomination and Compensation Committee’s
candidacy to the Board of Directors.
opinion and/or recommendation with respect to such
position as a senior executive or officer, and with delivering an
any candidacy for a position on the Board of Directors or for a
Committee is charged generally with researching and analyzing
With respect to nominations, the Nomination and Compensation of the Company’s Registration Document.
discussed annually by the Board of Directors prior to publication
members of the Board of Directors, which is then reviewed and
makes a preliminary assessment as to the independence of
Directors. The Nomination and Compensation Committee
between the Company and the members of the Board of
important operations that involve risks of conflicts of interests
The Nomination and Compensation Committee reviews
with respect to the compensation of the Chairman and of the
Compensation Committee is charged with drafting proposals
With respect to compensation, the Nomination and
compensation, ensuring the consistency of these rules with the
CEO (including defining the rules for determination of variable
annual performance evaluation and with the Group’s