Assystem - 2018 Register document

4

CORPORATE GOVERNANCE REPORT

THE BOARD OF DIRECTORS

the Board on 1 February 2017 in order to align it with European Union Regulation no. 596/2014 dated 16 April 2014 on market abuse and its implementing legislation, which came into force on 3 July 2016. Each company officer is required to declare in writing that they have read this Code. In addition, each year the Company informs its directors and officers of the dates on which it intends to publish quarterly and half-yearly financial information and the associated closed periods. This process has been extended to all of the Group’s key personnel who have access to inside information. DIVERSITY POLICY The Board regularly assesses whether its own membership and that of its Committees is balanced in view of the Company’s ownership structure and in terms of the diversity of their members’ profiles. Currently, three out of the Board’s six members are women (including one non-French member) and three are men. Almost all of the Board’s members have experience working for an international structure and the aim is for the Board to achieve a balance between experience, skills, independence and ethics. The directors are selected based on the above criteria, and notably for their experience and skills (particularly in terms of managing large international groups, understanding of specific issues related to Assystem business, knowledge of the Company’s markets, and financial skills). Thanks to this balanced structure, the Board’s discussions and decision- making processes are of the highest quality. CHANGES ON THE BOARD Apart from the changes described in Section 4.1.1.1 above, no changes on the Board occurred in 2018.

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: ● has been associated with a bankruptcy, receivership or liquidation in the past five years; ● has been publicly and officially incriminated and/or sanctioned by statutory or regulatory authorities (including professional bodies); ● has been disqualified by a court from acting as a member of an administrative, management or supervisory body of an issuer or from taking part in the management or conduct of the business of any issuer in the past five years. Lastly, there are no family ties between the members of the Board. Securities Trading Code of Conduct In compliance with the recommendations of the AMF’s General Regulations, members of the Board of Directors are required to disclose any trades they carry out in the Company’s securities and to refrain from trading in any Assystem securities they hold personally during the closed periods specified in the applicable laws and set out in the AMF’s General Regulations. The procedures for applying these trading rules are described in the Company’s Securities Trading Code of Conduct, which was revised by ● has been convicted of fraud in the past five years;

4.1.1.2 Information about the Company’s directors and officers

Recommendation of the AFEP-MEDEF Code not applied by Assystem The AFEP-MEDEF Code recommends staggering directors’ terms of office in order to avoid re-electing all directors at the same time and to ensure a smooth re-election process.

Explanations

Members of the Board of Directors of Assystem are elected for a three-year term but these terms are not staggered. Consequently, all of the Board’s members were re-elected on 16 May 2017. The Company’s decision not to apply this recommendation was based on the underlying principles of the Articles of Association and the Rules of Procedure governing the Board’s membership structure. As Assystem has a majority shareholder, these principles guarantee fair and collective representation of all shareholders and the best interests of the Company, particularly in view of the presence of independent directors. It was therefore not considered useful to stagger directors’ terms of office.

72

ASSYSTEM

REGISTRATION DOCUMENT 2018