Assystem - 2018 Register document

CORPORATE GOVERNANCE REPORT

COMPENSATION AND BENEFITS IN KIND ALLOCATED BY THE COMPANY AND OTHER GROUP ENTITIES TO MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES IN OFFICE

A breakdown of the fees paid in 2017 and 2018 to members of the Board of Directors is provided in the following table:

Paid in 2017 for 2017 (in euros)

Paid in 2018 for 2018 (in euros)

Name

Title

Gilbert Lehmann

Director, Chairman of the Audit Committee and member of the Nominations and Compensation Committee Director, Chair of the Nominations and Compensation Committee and member of the Audit Committee Director, member of the Audit Committee and member of the Nominations and Compensation Committee

74,423

69,107

Miriam Maes

57,885

53,750

Tikehau Capital

49,615

46,071

Vincent Favier Virginie Calmels

Permanent representative of Tikehau Capital

–

–

Director

28,943

30,714

Total

210,866

199,643

year. There has to be a separate resolution for the Chairman & CEO and the CFO & Deputy CEO. For the purpose of these votes, at their Annual General Meetings, companies are required to present the compensation due or awarded to each executive officer for the previous year. This presentation has to include fixed, variable and exceptional compensation, stock options, free shares/performance shares, benefits payable on taking up or leaving office, supplementary pension benefits, and benefits in kind.

At its 7 March 2017 meeting, in accordance with Articles 19 and 22 of the June 2018 version of the AFEP-MEDEF Code, the Board of Directors decided that: ● all of the Company’s directors – except Dominique Louis and Tikehau Capital, who are already indirect shareholders of Assystem – would be required to invest a portion of their directors’ fees in Assystem shares over the following three years (i.e. by the end of 2019) until the total amount invested corresponds to 10% of their annual directors’ fees received; ● Philippe Chevallier would be required to invest 10% of his annual compensation in Assystem shares. Accordingly, on 21 March 2018, Mr. Chevallier purchased 1,000 Assystem shares for an aggregate amount (including transaction fees and taxes) of €31,625. At 31 December 2018, the Company’s executive officers were: ● Dominique Louis, Chairman & CEO since 22 May 2014; ● Philippe Chevallier, CFO & Deputy CEO since 5 June 2015. 4.2.2.1 Presentation of the say on pay procedure Following the introduction of the “Sapin II” Act, the French say-on- pay procedure now requires two separate binding votes on executive compensation to be put to shareholders at the Annual General Meeting: ● a forward-looking (ex ante) vote on the compensation policy applicable to executive officers. In accordance with Article L. 225- 37-2 of the French Commercial Code, once a year – and each time an executive officer’s term is renewed – a resolution must be submitted at the Annual General Meeting concerning the principles and criteria used for determining, allocating and awarding the fixed, variable and exceptional components making up the total compensation and benefits of the Chairman, Chief Executive Officer(s) and Deputy Chief Executive Officer(s); ● a backward-looking (ex post) vote on the implementation of the above- mentioned compensation policy, whereby shareholders at the Annual General Meeting are asked to approve the actual amounts of the fixed, variable and exceptional components making up executive officers’ total compensation and benefits for the previous financial 4.2.2 COMPENSATION OF THE COMPANY’S EXECUTIVE OFFICERS

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4.2.2.2 Principles and components of the

compensation and benefits of executive officers for 2019

GENERAL PRINCIPLES APPLICABLE TO EXECUTIVE OFFICERS’ COMPENSATION The Board of Directors determines the general principles of the Company’s compensation policy for executive officers, based on proposals issued by the Nominations and Compensation Committee. This compensation policy takes into account the following principles as set out in the AFEP-MEDEF Code, which the Company uses as its corporate governance framework: ● achieving a balanced structure between the various compensation components. In line with this, the Nominations and Compensation Committee must ensure that each compensation package is in the Company’s interests and that the underlying reasons for its components are disclosed; ● ensuring that the compensation determined by the Board of Directors is comprehensive, with all components of compensation taken into account when setting the overall compensation package; ● the Board of Directors and the Nominations and Compensation Committee must take care to ensure that the interests of the executive management team are aligned with those of the Company’s shareholders in order to encourage shared value creation; ● respecting the concept of comparability, which means that the Board and the Nominations and Compensation Committee must align executive officers’ compensation packages with market practices, taking into account each officer’s specific roles and responsibilities, the work they actually carry out and their performance; ● creating a clear framework. This means that the Nominations and Compensation Committee and the Board must ensure that the rules are

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ASSYSTEM

REGISTRATION DOCUMENT 2018