Assystem - 2018 Register document

CORPORATE GOVERNANCE REPORT 4 The Assystem Group has chosen to apply the recommendations contained in the AFEP-MEDEF Corporate Governance Code for Listed Companies, as revised in June 2018 (the AFEP-MEDEF Code). Under the “Comply or Explain” rule set out in Article L. 225-37 of the French Commercial Code and Article 27.1 of the AFEP-MEDEF Code, the Company hereby states that, in general, its corporate governance practices comply with the recommendations of the AFEP-MEDEF Code but that a number of the recommendations have not been applied. The recommendations it has decided not to apply as well as the reasons for that decision are set out at the beginning of each sub-Chapter concerned. On 22 May 2014, Assystem was converted into a société anonyme (public limited company) with a Board of Directors chaired by Dominique Louis, Chairman & CEO. The Board of Directors is guided in its work by its Rules of Procedure which define its modus operandi and include the Securities Trading Code of Conduct. The Board regularly reviews its Rules of Procedure in order to ensure that they constantly comply with the applicable laws and regulations. The latest update was carried out by the Board on 1 February 2017 in order to align the Rules with European Union Regulation no. 596/2014 dated 16 April 2014 on market abuse and its implementing legislation, which entered into force on 3 July 2016. The Group’s governance structure – which was adopted based on the industry benchmark – is in line with the recommendations of the AFEP-MEDEF Code and with SBF 250 best practices. It offers a form of governance that is tightly structured around Management, acting under

the oversight of three independent directors who ensure a balance of power. This balance is enhanced by the fact that the powers of the Chairman & CEO and the CFO & Deputy CEO are delineated by the Rules of Procedure and the appointment decisions that fall within the remit of the Board. Assystem’s governance structure is also intended to simplify the decision- making process, accelerate the implementation of the Group’s strategy, strengthen the Board’s accountability, and create closer ties between the Board and Management. In addition, the Board has two specialised Committees – an Audit Committee and a Nominations and Compensation Committee, each with its own rules of procedure. The existence of these two Committees, whose meetings are not attended by the Chairman & CEO, further strengthens the balance of power. At 31 December 2018, the Group’s executive management team was headed by Dominique Louis (Chairman & CEO) and also comprised Philippe Chevallier (CFO & Deputy CEO) and Stéphane Aubarbier (Chief Operating Officer). This report is made up of three main sections: one concerning the Board of Directors (Section 4.1), one concerning the compensation of Company officers (Section 4.2), and one describing the terms and conditions applicable to participating in General Shareholders’ Meetings as well as related-party agreements (Section 4.3). All of the information making up the corporate governance report is shown in the related cross-reference table in Chapter 8 of this Registration Document.




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