ASSYSTEM_Registration_Document_2017

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CORPORATE GOVERNANCE REPORT

COMPENSATION AND BENEFITS IN KIND ALLOCATED BY THE COMPANY AND OTHER GROUP ENTITIES IN 2017 TO MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES IN OFFICE

The Board has decided not to place any restrictions on the powers of the Chairman & CEO other than the applicable legal and regulatory restrictions and those set out in its Rules of Procedure. The Rules of Procedure state that for internal procedural purposes the Chairman & CEO must obtain the Board’s prior authorisation before (i) carrying out any acquisition or disposal or forming a joint venture where the value of the transaction exceeds €20 million, and (ii) carrying out any major internal restructuring(s). The Company’s Articles of Association do not provide for any additional restrictions on the Chairman & CEO’s powers. On 5 June 2015, the Board decided that in his role as CFO & Deputy CEO, Philippe Chevallier would have the same powers vis à vis third parties as the Chairman & CEO. However, for internal procedural purposes, Mr. Chevallier has the powers set out in the Board’s Rules of Procedure, it being specified that his scope of responsibility is limited to the Company’s financial and legal matters.

● studied the principle of putting in place a performance share plan for 2017 and the related terms and conditions, and assessed whether the performance target for Tranche 1 of the July 2016 plan had been achieved; ● examined the implementation of France’s “Rebsamen” Act; ● examined the independence criteria applicable to the members of the Board of Directors as set out in the AFEP-MEDEF Code. Restrictions on the powers of the Chairman & CEO and the CFO & Deputy CEO The Company’s executive management team is headed by Dominique Louis, who was re-appointed as Chairman & CEO by the Board of directors at its meeting on 16 May 2017. At that same meeting the Board re-iterated its decision not to separate the roles of Chairman and Chief Executive Officer. ● set the directors' fees budget for 2017;

2.2 COMPENSATION AND BENEFITS IN KIND ALLOCATED BY THE COMPANY AND OTHER GROUP ENTITIES IN 2017 TO MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES IN OFFICE

Recommendation of the AFEP-MEDEF Code not applied by Assystem Defined benefit supplementary pension plans should be subject to the condition that the beneficiary must be an officer or employee of the Company when he or she claims their pension pursuant to the applicable rules and regulations.

Explanations

Not applicable.

No hedging of risks related to performance shares.

Performance shares whose vesting conditions have been met are allocated to the beneficiaries out of treasury stock.

2.2.1

COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS

would be remunerated. However, at its meeting on 29 April 2015, after closely studying the situation of Salvepar, the Board authorised Salvepar (now Tikehau Capital) to also receive directors' fees. At the Annual General Meeting of 16 May 2017, the Company's shareholders set the maximum total amount of directors' fees at €215,000 for 2017. At its 8 November 2017 meeting, the Board approved the allocation of directors' fees for 2017 proposed by the Nominations and Compensation Committee on 7 March 2017. These fees were paid on 16 November 2017.

The compensation of directors takes the form of directors' fees and is based on (i) directors' actual attendance at Board and Committee Meetings and (ii) their level of responsibility. Following the change of governance structure approved by shareholders at the Annual General Meeting held on 22 May 2014, at its first meeting on 22 May 2014 the Board of Directors indicated that the rules previously governing the allocation of attendance fees for Supervisory Board members would remain unchanged under the Company's new governance structure and specified that only independent directors

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ASSYSTEM

REGISTRATION DOCUMENT 2017