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16
Practices of administrative and management bodies
Statement Relating to Corporate Governance
150
Worldline
2016 Registration Document
Investment Committee
16.4.3
Directors)
Internal Regulations of the Board of
Composition (article 9.3.3 of the
16.4.3.1
The Investment Committee is composed of a minimum of three
Directors among its members.
and a maximum of five members, appointed by the Board of
The Chairman of the Investment Committee is appointed by the
Board of Directors.
Board of Directors, upon the proposal of the Chairman of the
ad nutum, without cause.
be renewed. The Board of Directors may terminate their office
Directors without cause nor notice. The term of their office can
They can, however, resign during any meeting of the Board of
is the same as their term as members of the Board of Directors.
The term of office of the members of the Investment Committee
The three members of the Committee are Mr Thierry Breton, Mr
remuneration for the other committees, described in Section 15.1,
Gilles Grapinet and Mr Aldo Cardoso. The rules related to
are applicable to the new created Committee,
Regulations of the Board of Directors)
Missions (article 9.3.3 of the Internal
16.4.3.1
main external growth projects led by the Company.
competence. It assists the Board of Directors in analyzing the
the work of the Board of Directors within its areas of
The Investment Committee’s mission is to prepare and facilitate
employee whose expertise is of use for the Committee’s works,
will be assisted from time to time or permanently by any
In order to carry forward its mission, the Investment Committee
Directors.
Committee’s Chairman subject to a decision of the Board of
and whose appointment will be made upon proposal of the
be.
The Committee shall be able to resort to external experts if need
Statement Relating to Corporate Governance
16.5
[GRI
102-22] [GRI 102-24] [GRI 102-25] and [GRI 102-26]
principle of gender balance in the Board’s composition, the
composition of the Board of Directors and the application of the
following:
implemented by the Company, with the exception of the
the internal control and risk management procedures
terms for preparation and organization of the Board’s work, and
of the report of the Chairman of the Board of Directors provided
AFEP-MEDEF Code, in particular in connection with preparation
Company complies with the recommendations of the
Since the listing of the Company’s shares on Euronext Paris, the
for by article L.
225-37 of the French Commercial Code on the
he will assume the role of CEO of the Company. Upon the
financial control over the Worldline subsidiary), and second, that
coordination of Global Functions (other than in respect of the
Directors of the Company.
employment agreement will be revisited by the Board of
conclusion of this transitional period, the terms of the CEO’s
Executive Vice President of the Atos Group in charge of
Atos SE affiliate which provides, first, that he will serve as Senior
Gilles Grapinet will retain his employment agreement with an
Given his existing responsibilities within the Atos group, Mr.
to 18 months the current governance structure of the Company.
Committee, has unanimously decided to extend for another 12
recommendation from the Nomination and Remuneration
2015 annual results, Worldline Board of Directors, based on the
As indicated in the February 23, 2016 press release related to the