Assystem - 2018 Register document

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CORPORATE GOVERNANCE REPORT

THE BOARD OF DIRECTORS

SUMMARY TABLE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES

Number of years on the Board

Nominations and Compensation Committee

Male/ Female

Start of first term of office

End of current term of office

Audit Committee

Age

Dominique Louis Chairman & CEO Gilbert Lehmann Tikehau Capital (Vincent Favier)

67 73 50 62 47 48

M 4 February 1994 2020 AGM M 3 May 2004 2020 AGM

24 14

Chairman

x

M 22 May 2014 2020 AGM

5 8 3 0 6

x x

x

Miriam Maes

F F

12 May 2011 2020 AGM 9 March 2016 2020 AGM

Chair

Virginie Calmels Nathalie Font

F 14 December 2018 2020 AGM

Number of meetings in 2018 Average attendance rate

6

2

100%

100%

100%

automatically dissolved on 13 September 2017. A new Group Works Council was then formed, including within its scope Euro Contrôle Projet and TBQG which were acquired in late 2017. Nathalie Font was appointed as the director representing employees by the new Group Works Council on 14 December 2018. GENDER BALANCE ON THE BOARD OF DIRECTORS At 31 December 2018, the Board’s membership structure complied with the requirement of French Act 2011-103 of 27 January 2011 relating to gender equality in the workplace and in particular to gender balance on Boards of Directors. INDEPENDENT DIRECTORS The AFEP-MEDEF Code states that in order for a director to be deemed independent they must not: ● be – or have 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; ● be 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; ● be a customer, supplier, commercial banker, investment banker or consultant: ● for which the Company or the Group represents a significant proportion of the entity’s business. 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: ● that is significant for the Company or the Group, or

NUMBER OF DIRECTORS In accordance with paragraph 1 of Article L. 225-17 of the French Commercial Code, the Board comprises a minimum of three and a maximum of eighteen members, elected for a renewable three-year term. At 31 December 2018, the Board comprised six members: ● Gilbert Lehmann, independent director, Chairman of the Audit Committee and member of the Nominations and Compensation Committee; ● Miriam Maes, independent director, member of the Audit Committee and Chair of the Nominations and Compensation Committee; ● Tikehau Capital (whose permanent representative is Vincent Favier), a corporate director and member of the Audit Committee and the Nominations and Compensation Committee; In accordance with the French Act dated 17 August 2015 (the Rebsamen Act), which requires public limited companies in France to have employee representatives on their management bodies, and following the issue of the Group’s Works Council’s opinion on this matter on 10 March 2017, during the extraordinary session of the 16 May 2017 Annual General Meeting, the shareholders amended the Company’s Articles of Association in order to (i) provide for the Board to include one or more employee representatives, depending on the size of the Board, i.e. one employee representative director if the Board has fewer than 12 members (which is currently the case for Assystem) or two employee representative directors if the Board has more than 12 members, and (ii) set the terms and conditions for appointing the employee representative director(s) (in Assystem’s case, appointment by the Group Works Council). The director representing employees was supposed to take up office within six months of the 16 May 2017 Annual General Meeting. However, in view of the transfer of control of the GPS division that took place on 28 September 2017, the then Group Works Council was ● Virginie Calmels, independent director; ● Nathalie Font, director representing employees. ● Dominique Louis, Chairman & CEO;

● have any close family ties with a company officer;

● 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.

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ASSYSTEM

REGISTRATION DOCUMENT 2018

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