Assystem - 2018 Register document

CORPORATE GOVERNANCE REPORT

THE BOARD OF DIRECTORS

4.1.2.2 Work of the Board of Directors and the Board Committees in 2018 THE BOARD OF DIRECTORS The Board met six times in 2018 with a 100% attendance rate. The main topics addressed by the Board during these meetings were as follows: ● recurring matters, including the parent company and consolidated financial statements, the interim financial statements, quarterly revenue, earnings and trading forecasts, the budget, the compensation packages of executives, the self-assessment of Board members, executive succession planning, the allocation of directors’ fees, sureties, deposits and guarantees and reviewing related party agreements; ● changes in the Group’s strategy and planned external growth transactions. The Board’s work particularly covered the following: ● on 4 July 2018, the Board decided to grant free shares to 53 Group employees; ● on 6 September 2018, the Board decided to grant free shares to 2 Group managers. THE AUDIT COMMITTEE The Audit Committee met six times in 2018 with a 100% attendance rate. The main topics addressed by the Committee during these meetings were as follows: ● recurring matters including the forecast budget for the year, the parent company and consolidated financial statements, an analysis of risks and the corresponding provisions and the interim financial report for 2018; ● the review of all draft financial press releases and analyst presentations. During its meetings the Committee’s work specifically covered the following: ● on 6 February 2018, it examined the 2018 budget and the draft financial press release on 2017 revenue; ● on 15 March 2018, it examined (i) the presentation of the parent company and consolidated financial statements for 2017 and the related accounting options selected, (ii) the Board of Directors’ draft management report for 2017 and significant events after the reporting date, (iii) the draft report of the Chairman of the Board on the work of the Board of Directors and internal control procedures, and (iv) the draft press release for the Group’s 2017 results and the related slide show; ● on 25 April 2018, it examined the draft financial press release on Q1 2018 revenue as well as the related business review and reporting schedules at 31 March 2018; ● on 25 July 2018, it reviewed the draft financial press release on H1 2018 revenue and the related business review; ● on 6 September 2018 it examined the Group’s consolidated financial statements and interim financial report at 30 June 2018 as well as the draft press release and related slide show; ● on 7 November 2018, it examined the draft financial press release on Q3 2018 revenue as well as the related business review and reporting schedules at 30 September 2018.

● reviewing the Board’s annual report on the Group’s risk exposure, particularly concerning financial and litigation risks, and significant off-balance sheet commitments. ● a Nominations and Compensation Committee, responsible for submitting proposals to the Board in relation to the election and re- election of Board members and the appointment or reappointment of any future CEO and members of the Audit Committee. It is kept informed by the Chairman of the Board of the appointment of other Group executives. Furthermore, the Nominations and Compensation Committee makes recommendations to the Board on the amount of directors’ fees to be submitted for approval at the Annual General Meeting and how these fees should be allocated among Board members. It may also submit proposals to the Board on the compensation of certain company officers and, at the request of the Chairman of the Board, may issue an opinion on which methods to use for calculating compensation for company executives. In order for the Board to properly perform its duties, prior to its meetings it is regularly and fully advised of matters submitted to it covering all agenda items, and particularly the running of the Company. In this respect, the Board’s Rules of Procedure specify that: ● it is the responsibility of the Chairman of the Board to decide on the agenda for each Board meeting and to send this agenda to all Board members in a timely fashion and by any appropriate means; ● information about the agenda items must be sent on a timely basis to members prior to Board and Committee meetings; ● in exceptional cases the Board is authorised to hold its meetings by videoconference or any other means of telecommunication. In compliance with the AFEP-MEDEF Code, the Board conducts an annual assessment of its operating procedures, its organisation and its membership structure. A formal assessment must also be carried out at least once every three years. Accordingly, on 5 February 2019, a self-assessment questionnaire about the Board was submitted to its members. The questionnaire covered the Board’s organisation and operating procedures, the relationship between the Board and the executive management team, an appraisal of the Company’s governance, and an evaluation of individual contributions to the work of the Board and its Committees. In general, all of the directors thought that the Board’s organisation was appropriate and in line with market practices. They felt that the presentations given and the discussions held demonstrated the Board’s spirit of cooperation and its collegiate nature. All of the directors considered relations between executive management and the Board to be good and most of the directors felt that they had a good understanding of the Company’s business activities, goals and challenges. They believed that there were good-quality, regular discussions and contacts outside of Board meetings between the directors themselves and between the Board and the executive management team. A number of areas for improvement were identified, however, such as regularly holding discussions with E&I operations staff to more effectively monitor the Group’s performance and strategy.

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ASSYSTEM

REGISTRATION DOCUMENT 2018