Assystem - Registration Document 2016

8

REPORTS OF THE BOARD OF DIRECTORS

REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS

8.1 REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS

8.1.1.4 Remuneration and benefits in kind granted by the Company and other Group entities during 2016 to members of the administrative, management and supervisory bodies in office 8.1.1.4.1 REMUNERATION OF MEMBERS OF THE BOARD OF DIRECTORS See Chapter 2 – Corporate Governance, Section 2.2.1. 8.1.1.4.2 REMUNERATION OF EXECUTIVE OFFICERS Remuneration of Dominique Louis See Chapter 2 – Corporate Governance, Section 2.2.2. Remuneration of Philippe Chevallier See Chapter 2 – Corporate Governance, Section 2.2.2. The principles and components of the remuneration and benefits of the Company’s executive officers for 2017 are set out in Chapter 2, Section 2.2.2.2 of this Registration Document. The Assystem Group has elected to apply the recommendations contained in the AFEP-MEDEF Corporate Governance Code for Listed Companies (as revised in November 2016). The Group has not identified any areas of non-compliance with this Code, other than those described in Chapter 2 on Corporate Governance. In addition, it has assessed the Board of Directors’ work, based on a questionnaire completed by each Board member, the results of which are detailed in Section 2.1.2.1. The application of the recommendations and provisions concerning the remuneration of directors (executive and non-executive) is described in Chapter 2 – Corporate Governance. The effects of climate change and the measures taken by the Company to reduce these effects are set out in Chapter 4 of this Registration Document (particularly Sections 4.1 and 4.6.3.2). INTERNAL CONTROL PROCEDURES The Group’s internal control system comprises a combination of resources, procedures, behavioural standards and actions adapted to the specific features of each Group company and to the Group as a whole. This overall system: ● helps the Group manage its business activities, the effectiveness of its operations and the efficient use of its resources; ● is designed to enable the Group to appropriately factor in the significant risks to which it is exposed (operational, financial and compliance-related risks). 8.1.3 8.1.2 IMPLEMENTATION OF THE RECOMMENDATIONS CONTAINED IN THE AFEP-MEDEF CORPORATE GOVERNANCE CODE FOR LISTED COMPANIES (AS REVISED IN NOVEMBER 2016)

On the preparation and organisation of the Board of Directors’ work and the Company’s internal control and risk management procedures

To the Shareholders, In accordance with the French Financial Security Act (Act no. 2003- 706 of 1 August 2003), in my capacity as Chairman of the Board of Directors, I hereby report to you on the preparation and organisation of the Board’s work, the Company’s internal control and risk management procedures and the implementation of the recommendations contained in the AFEP-MEDEF Corporate Governance Code for Listed Companies, as revised in November 2016. This report, which is appended to the 2016 management report, has been prepared in accordance with Article L. 225-37 of the French Commercial Code and was presented to the Board of Directors on 7 March 2017. The Statutory Auditors have prepared a report setting out their comments on the information contained in this report regarding internal control and risk management procedures relating to the preparation and processing of accounting and financial information. Finally, pursuant to French Act no. 2011-103 of 27 January 2011 concerning the balanced representation of men and women on Boards of Directors and gender equality in the workplace, I hereby disclose that women represented 40% of the members of Assystem’s Board of Directors at 31 December 2016. PREPARATION AND ORGANISATION OF THE WORK OF THE BOARD OF DIRECTORS – CORPORATE GOVERNANCE 8.1.1 8.1.1.1 The Board of Directors See Chapter 2 – Corporate Governance, Section 2.1 OFFICES AND POSTS HELD BY MEMBERS OF ASSYSTEM’S BOARD OF DIRECTORS AT 31 DECEMBER 2016 See Chapter 2 – Corporate Governance, Section 2.1.1. OFFICES AND POSTS HELD BY MEMBERS OF ASSYSTEM’S BOARD OF DIRECTORS IN THE PAST FIVE YEARS (1 JANUARY 2012 TO 31 DECEMBER 2016) See Chapter 2 – Corporate Governance, Section 2.1.1.2. 8.1.1.2 Securities Trading Code of Conduct See Chapter 2 – Corporate Governance, Section 2.1.1.1. 8.1.1.3 Conflicts of interest See Chapter 2 – Corporate Governance, Section 2.1.1.1. See Chapter 2 – Corporate Governance, Section 2.1.2.1

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ASSYSTEM

REGISTRATION DOCUMENT 2016