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21
Additional Information
Constitutive Documents and Bylaws
253
Worldline
2016 Registration Document
Fiscal Year (article
36 of the Bylaws)
[GRI 102-50] and [GRI 102-52]
21.2.2
The Company has a fiscal year of twelve months, beginning on January
1 and ending on December
31 of each year.
Board of Directors and senior management
21.2.3
Members of the Board of Directors
21.2.3.1
(articles
13, 14 and 15 of the Bylaws)
three-year term. A maximum of one-third of the members of the
Board of Directors may be more than 70 years old. Within six
months after being nominated and for the duration of the term
of office, each member of the Board of Directors (other than
Directors representing employee shareholders) must hold at
least one thousand five hundred (1,500) shares of the Company.
the Ordinary Shareholders’ Meeting. The Board of Directors is
renewed each year on a rolling basis, such that one-third of the
members are renewed each year. Directors are appointed for a
The Company is governed by a Board of Directors composed of
at least three members and at most twelve members elected by
Chairman (articles
19 and 21 of the
21.2.3.2
Bylaws)
the Board of Directors. He organizes and manages its work, and
reports on such work to the General Shareholders’ Meeting. He
oversees the proper functioning of the Company’s governing
bodies and ensures, in particular, that the Directors are able to
members who are natural persons. The Chairman represents
carry out their duties.
The Board of Directors elects a Chairman from among the
Chief Executive Officer (article
23 of
21.2.3.3
the Bylaws)
Officer (CEO). The CEO is granted the broadest powers to act in
all circumstances in the Company’s name. He exercises these
powers within the limits of the Company’s purpose and subject
to the powers that the law and the bylaws grant expressly to the
managed either by the Chairman or by a person appointed by
the Board of Directors and given the title of Chief Executive
Shareholders’ Meeting or the Board of Directors. The CEO
represents the Company in its relations with third parties.
At the option of the Board of Directors, the Company may be
Convening and Holding of Board of
21.2.3.4
Directors’ meetings (article
18 of the
Bylaws)
Chairman prevails.
or represented. In the event of a tie, the vote of the meeting’s
The Board of Directors meets as often as necessary in the
Company’s interest, but at least every three months. The
Chairman convene the Board of Directors to discuss a particular
agenda. Decisions are taken by a majority of members present
Chairman convenes these meetings. If the Board of Directors
has not met in more than two months, at least one-third of its
members may request that the Chairman convene it to discuss
a particular agenda. The CEO may also request that the
Powers of the Board of Directors
21.2.3.5
(article
17 of the Bylaws)
functioning of the Company and, through its decisions, settles
matters concerning it.
Directors decides any question concerning the proper
The Board of Directors determines the direction of the
Company’s business and ensures its implementation. Subject to
the powers expressly granted to the Shareholders’ Meeting, and
within the limits of the Company’s purpose, the Board of
The Board of Directors determines the limits to the CEO’s
authority, as the case may be, pursuant to its rules of procedure,
by establishing the transactions for which Board authorization is
required.
Related-Party Agreements (article
25
21.2.3.6
of the Bylaws)
case of shares held by a company, its controlling company
within the meaning of article L.
233-3 of the French Commercial
Code is subject to the procedure provided for in articles
L.
225-38 to L.
225-43 of the French Commercial Code.
intermediary party between the Company and its CEO, any
Deputy Managing Director, any Director, any shareholder
holding more than 10% of the Company’s voting rights or, in the
Any agreement entered into either directly or through an
Compensation of Directors
21.2.3.7
(article
20 of the Bylaws)
to those Directors serving on committees.
Members of the Board of Directors may receive Directors’ fees,
the aggregate amount of which is set by the Shareholders’
Meeting and allocated freely by the Board of Directors among
its members. The Board of Directors may grant a larger portion