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17

Employees

Employee Shareholding Plans and Long-Term Incentive Plans

159

Worldline

2016 Registration Document

Grant of Company Performance Shares

17.3.4

July

25, 2016, and upon the recommendation of the Nomination

resolution), the Board of Directors, during its meeting held on

months, by the Combined General Meeting of May

26, 2016 (23

rd

In connection with the authorization granted, for thirty-eight

key-talents, including the Chief Executive Officer.

to be issued in favor of the Worldline first managerial lines and

application of a multiplier coefficient capped at 115%), existing or

the number of shares in case of over-performance, through the

the Company (taking into account a mechanism to modulate

allocation of maximum 416,614 ordinary performance shares of

and Compensation Committee, decided to proceed with the

Document.

This Plan is detailed under Section

9 of the Reference

members of the equensWorldline Board of Directors.

shares of the Company existing or to be issued in favor of the

allocation, as from January

2, 2017, of ordinary performance

and Compensation Committee, decided to proceed with the

July

25, 2016, and upon the recommendation of the Nomination

resolution), the Board of Directors, during its meeting held on

months, by the Combined General Meeting of May

26, 2016 (23

rd

In connection with the authorization granted, for thirty-eight

The Worldline Executive Directors are not eligible to this

management team of the equensWorldline company.

performance shares plan solely reserved to the operational

performance conditions triggering the application of a multiplier

account an over-performance of the internal and non-financial

coefficient of maximum 115%).

in the plan rules. A maximum of 263,925 performance shares

applicable in case of over-performance in the conditions defined

and 2019. A multiplier coefficient of maximum 115% will be

non-financial performance conditions to be met in 2017, 2018

were allocated at grant date on January

2, 2017 (taking into

performance conditions relating to equensWorldline and

period defined in the plan rules, as well as to internal

equensWorldline Board of Directors during the acquisition

The allocation is subject to a condition of attendance within the

2017 targets which were known at the end of December

2016.

2017-2019 period and allow in addition to take into account the

strategic three-year plan of the Company covering the

performance conditions of the plan are aligned with the

(on September

30, 2016). For the remaining, the above

following the closing of the transaction with equensWorldline

the closed periods relating to the grant of performance shares

2016 but was postponed to January

2, 2017 to take into account

The grant date was initially planned during second semester

Stock-Options plans and Performance Shares plans of the Company

Achievement of the performance conditions relating to the

17.3.5

May

15, 2016 and the options are exercisable since then.

The stock-options plan dated September

3, 2014 vested on

this plan remains subject to the achievement of the 2016

2015 and 2016. The acquisition of the stock-options in respect of

the performance conditions were achieved for each of the years

Regarding the stock-options plan dated September

1, 2015

,

presence condition on the acquisition date, on May

15, 2017.

external performance condition as well as the completion of the

Criterion completion

Worldline Revenue Growth

YES

2016

YES

2015

Criterion completion

Worldline OMDA

YES

2016

2015

YES

Worldline Free Cash Flow

Criterion completion

YES

2016

YES

2015

External Condition

linked to Environmental and Social Responsibility

Criterion completion*

YES

2016

2015

YES

Achievement of the performance conditions

YES

for its Corporate Responsibility Integrated Reports.

In 2016, for the third consecutive year, Worldline received the highest ranking of the Global Reporting Initiative – the GRI G4 comprehensive rating –

*