Assystem - 2018 Register document

CORPORATE GOVERNANCE REPORT

THE BOARD OF DIRECTORS

At its meeting on 13 March 2019, 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 AFEP-MEDEF Code further specifies that directors who represent major shareholders of the Company may be deemed independent if they 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.

The Board’s conclusions are set out in the table below (1) :

Dominique Louis

Miriam Maes

Gilbert Lehmann

Tikehau Capital (Vincent Favier)

Virginie Calmels

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, commercial banker, investment banker or consultant: • 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. 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. Has no close family ties with a company officer.

x

x

x

x

x

x

x

x

x x x

x x x x

x x x

x x x x

4

x x x

*

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 due to the fact that the Board was putting him forward for re-election at the 16 May 2017 Annual General Meeting, at which his term of office was accordingly renewed for a three-year period. Gilbert Lehmann’s independence status was reviewed again by the Nominations and Compensation Committee and the Board of Directors on 13 March 2019. The Board once again deemed that the fact that 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

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 and the Committee must be chaired by an independent member. At 31 December 2018, two of this Committee’s three members (Gilbert Lehmann and Miriam Maes) were independent (Tikehau Capital is not independent), i.e. the majority of the Committee, and it was chaired by Miriam Maes, an independent member.

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 2018, three of the Company’s five directors (excluding the director representing employees) 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 2018, two of this Committee’s

(1) Excluding the director representing employees, as recommended in the AFEP-MEDEF Code (point 8.3).

71

ASSYSTEM

REGISTRATION DOCUMENT 2018