ASSYSTEM_Registration_Document_2017

CORPORATE GOVERNANCE REPORT BOARD OF DIRECTORS

do not have a controlling interest in the Company. If a shareholder owns 10% or more of the Company's capital or voting rights, the Board should systematically review whether the director representing that shareholder may be deemed independent in view of the Company's capital structure and any potential conflicts of interest. At its meeting on 15 March 2018, based on the recommendation of the Nominations and Compensation Committee issued following the Committee Meeting held on that same day, the Board assessed the independence status of its members based on each of the above criteria.

The Board discusses and assesses whether or not directors have a significant relationship with the Company or the Group. It sets out in the Registration Document the criteria leading to its final assessment, namely that an independent director must not: ● have been a Statutory Auditor of the Company in the past five years; ● have been a director of the Company for more than 12 years. The AFEP-MEDEF Code further specifies that directors who represent major shareholders of the Company may be deemed independent if they ● have any close family ties with a company officer;

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The Board’s conclusions are set out in the table below:

Dominique

Gilbert Lehmann

Tikehau Capital (Vincent Favier)

Virginie Calmels

Louis Miriam Maes

Is not – and has not been in the past five years – an employee or executive officer of the Company, or an employee, executive officer or director of its parent or an entity that is consolidated by its parent. Is not an executive officer of an entity in which the Company is a corporate director, either directly or indirectly, or in which an employee or executive officer of the Company (currently in office or having held such office in the past five years) holds a directorship. Is not a customer, supplier, investment banker or commercial banker: • that is significant for the Company or the Group; or • for which the Company or the Group represents a significant proportion of the entity's business.

x

x

x

x

x

x

x

x

x x x

x x x x

x x x

x x x x

Has no close family ties with a company officer.

x x x

Has not been a Statutory Auditor of the Company in the past five years. Has not been a director of the Company for more than 12 years.

*

Does not represent a shareholder with a controlling interest in the Company or in its parent.

x

x

x

Not independent

Not independent

Director’s independence status Independent * As Gilbert Lehmann has been a director of the Company since 3 May 2004, he has not met this criterion since 31 December 2016. In accordance with the AFEP-MEDEF Code, his independence status, along with that of all of the directors, was reviewed by the Board on 7 March 2017, particularly as the Board planned to put him forward for re-election at the 16 May 2017 Annual General Meeting, at which he was accordingly re-elected. Mr. Lehmann’s independence status was once again reviewed by both the Nominations and Compensation Committee and the Board on 15 March 2018. As in 2017, the Board considered that the fact Mr. Lehmann has been a director for more than 12 consecutive years does not mean he should lose his classification as an independent director. The aim of this criterion is to ensure that as a result of their time spent on the Board, the director concerned does not lose their financial and professional independence or their capacity to be critical with respect to the Company’s executive management team. In reaching its decision the Board took into account not only Mr Lehmann’s expertise in key accounting and financial matters related to the nuclear sector – which is Assystem’s core business – and his extensive experience in general, but also the fact that he has always taken a completely objective stance in Board discussions and decisions and has demonstrated his ability to express his opinions and form a balanced judgement about the Company’s executive management team in all circumstances. The Board also considers that Mr. Lehmann is financially independent from the Group as the directors’ fees that he receives from the Company only represent a low proportion of his overall income. Independent Independent

independent (Tikehau Capital is not independent), i.e. the majority of the Committee. RESPONSIBLE DIRECTORS Conflicts of interest The Company is not aware of any potential conflicts of interest between the directors' and executive managers' duties to Assystem and their own personal interests and/or other obligations. Furthermore, to the best of the Company's knowledge, none of its officers:

The membership structure of the Board of Directors, the Audit Committee and the Nominations and Compensation Committee therefore complies with the AFEP-MEDEF Code which specifies that: ● Independent directors must represent at least one third of the Board members of companies that have a controlling shareholder and at least one half for other companies. At 31 December 2017, three of the Company's five directors were independent, i.e. at least one third of the Board. ● At least two thirds of the Audit Committee's members must be independent directors. At 31 December 2017, two of this Committee's three members (Gilbert Lehmann and Miriam Maes) were independent (Tikehau Capital is not independent), i.e. at least two thirds of the Committee. ● The majority of the Nominations and Compensation Committee members must be independent. At 31 December 2017, two of this Committee's three members (Gilbert Lehmann and Miriam Maes) were

● has been convicted of fraud in the past five years;

● has been associated with a bankruptcy, receivership or liquidation in the past five years;

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ASSYSTEM

REGISTRATION DOCUMENT 2017