Assystem - Registration Document 2016

CORPORATE GOVERNANCE 2 For corporate governance matters, the Company refers to the AFEP- MEDEF Code of Corporate Governance (the “AFEP-MEDEF Code” or the “Code” which can be viewed on the MEDEF website at www. medef.com (see also Chapter 8 of this Registration Document for cross references to this Code). Under the “Comply or Explain”, rule set out in Article L. 225-37 of the French Commercial Code and Article 27.1 of the AFEP-MEDEF Code, in general the Company considers that its practices comply with the recommendations contained in the Code, although it does not apply all of the Code’s recommendations. The recommendations it has elected not to follow are set out at the beginning of each sub-chapter in question, together with the reasons why. On 22 May 2014, Assystem was converted into a société anonyme (public limited company) with a Board of Directors chaired by Dominique Louis, Chairman & CEO. The Board is guided in its work by its Rules of Procedure which define its modus operandi and include the Securities Trading Code of Conduct. The Board regularly reviews its Rules of Procedure in order to ensure that they are continually in compliance with the applicable laws and regulations. The latest update was carried out by the Board on 1 February 2017 in order to align the Rules with European Union Regulation no. 596/2014 dated 16 April 2014 on market abuse and its implementing legislation, which entered into force on 3 July 2016. The Group’s new governance structure – adopted based on the industry benchmark – is in line with the recommendations of the AFEP-MEDEF

Code and with SBF 250 best practices. It offers a form of governance that is tightly structured around Management, acting under the oversight of three independent directors who ensure a balance of power. This balance is enhanced by the fact that the powers of the Chairman & CEO and the CFO & Deputy CEO are delineated by the Rules of Procedure and the nominating decisions that fall within the remit of the Board. Assystem’s governance structure is also intended to simplify the decision- making process, accelerate the implementation of the Group’s strategy, strengthen the Board’s accountability, and create closer ties between the Board and Management. In addition, the Board has two specialised committees – the Audit Committee and a Nominations and Remuneration Committee, each with its own rules of procedure. These two Committees, whose meetings are not attended by the Chairman & CEO, further strengthen the balance of power. At 31 December 2016, the Group’s Management team was headed by Dominique Louis (Chairman & CEO) and comprised Philippe Chevallier (CFO & Deputy CEO), Stéphane Aubarbier (Executive Vice-President, Energy & Infrastructure), David Bradley (Executive Vice-President, Global Product Solutions) and Gérard Brescon (Executive Vice-President, Human Resources). In the two main Sections that make up this Chapter one covers the Board itself (Section 2.1 ) and the other the remuneration of Company officers (Section 2.2 ).

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ASSYSTEM

REGISTRATION DOCUMENT 2016