Assystem - Registration Document 2016

2

CORPORATE GOVERNANCE THE BOARD OF DIRECTORS

Committee meeting held on that same day, the Board assessed the independence status of its members based on each of the above criteria. The Board’s conclusions are set out in the table below:

Dominique Louis

Miriam Maes

Gilbert Lehmann

Salvepar (V. Favier)

Virginie Calmels

Is not – and has not been within 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, investment banker or commercial banker: • 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.

x

X

X

x

x

x

x

x

x x x

x x x x

x x x

x x x x

Has no close family ties with a Company officer

x x x

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

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 no longer met this criterion at 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 in view of the fact that the Board will recommend to shareholders at the 16 May 2017 Annual General Meeting that he be re-elected as a director for a further three-year term. The Board considered that the fact Mr. Lehmann has been a director for more than twelve consecutive years does not mean that 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 Management. In reaching its decision the Board took into account not only Gilbert Lehmann’s expertise in key accounting and financial matters related to the nuclear sector – which is one of Assystem’s core business areas – 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 Management 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

Furthermore, to the best of the Company’s knowledge, none of its officers:

The membership structure of the Board of Directors, the Audit Committee and the Nominations and Remuneration 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 2016, three of the Company’s five directors 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 2016, two of this Committee’s three members (Gilbert Lehmann and Miriam Maes) were independent (Salvepar is not independent), i.e. at least two thirds of the Committee; ● the majority of the Nominations and Remuneration Committee members must be independent. At 31 December 2016, two of this Committee’s three members (Gilbert Lehmann and Miriam Maes) were independent (Salvepar is not independent), i.e. the majority of the Committee. RESPONSIBLE DIRECTORS Conflicts of interest The Company is not aware of any potential conflict of interests between the directors’ and executive managers’ duties to Assystem and their own personal interests and/or other obligations.

● has been convicted of fraud in the past five years;

● 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 and prevention of insider trading In compliance with the recommendations of the AMF General Regulations, members of the Board 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 Regulation. The procedures for applying these trading rules are described in the Company’s Securities Trading Code, which was revised by the Board on 1 February 2017 in order to align it with European Union

16

ASSYSTEM

REGISTRATION DOCUMENT 2016