Assystem - Registration Document 2016

CORPORATE GOVERNANCE THE BOARD OF DIRECTORS

2.1.2

CONDITIONS FOR THE PREPARATION AND ORGANISATION OF THE WORK OF THE BOARD OF DIRECTORS

Furthermore, the 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 remuneration 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 remuneration 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 review of its operating procedures, its organisational structure and its membership structure. A formal review must also be carried out at least once every three years. Accordingly, on 1 February 2017, a self-assessment questionnaire about the Board was submitted to its members. The questionnaire covered the Board’s organisational structure and operating procedures, the relationship between the Board and Management, an appraisal of the Company’s governance structure, 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 organisational structure 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 Management and the Board to be good, and most of the directors deemed that they had a good understanding of the Company’s business activities, goals and challenges. They felt that there were good-quality, regular discussions and contacts outside of Board meetings between the directors themselves and between the Board and Management. A number of areas for improvement were identified, however, such as holding more frequent discussions with operations staff to more effectively monitor strategy and the running of the Company. 2.1.2.2 Work of the Board of Directors and the Board Committees in 2016 THE BOARD OF DIRECTORS The Board met seven times in 2016 with an average attendance rate of 97.14%. During these meetings the main topics addressed by the Board were as follows: ● recurring matters, including the parent company and consolidated financial statements, the interim financial statements, quarterly revenue, earnings and trading forecasts, the election/re-election of Board

2.1.2.1 General information on the duties and work of the Board of Directors In accordance with the Company’s Articles of Association and the Board of Directors’ Rules of Procedure, the Board meets as often as required in the interests of the Company and at least four times a year. The Board determines the strategic, economic and financial agendas for Assystem’s business activities and oversees their implementation. On the initiative of its Chairman, it examines all matters relating to the proper running of Assystem and makes all decisions – notably of a strategic nature – regarding the Company, within the limits of the corporate purpose and subject to the powers expressly vested in Shareholders’ Meetings. In particular, this covers all Assystem’s strategic decisions. The Board has sole discretion for deciding how Assystem’s executive management should be carried out and who should head the executive management team. This person, who is accountable to the Board, may be the Chairman of the Board or another individual appointed by the Board as Chief Executive Officer. As stated at the beginning of this Chapter, the Board has set up two specialised Committees with consultative powers tasked with studying and preparing issues to be discussed and decided on by the Board. These Committees are: ● an Audit Committee , responsible for assisting the Board in carrying out its financial and audit-related duties and responsibilities. In particular, this Committee’s duties include: ● examining the interim and annual parent company and consolidated financial statements, management reports and trading and earnings statements, ● verifying compliance with the accounting standards used in the parent company and consolidated financial statements, ● ensuring that the internal procedures for compiling and verifying data are properly applied, ● inspecting the quality and relevance of the information disclosed to shareholders, ● examining and issuing recommendations on the Company’s procedures for selecting its Statutory Auditors, and particularly on how the auditors are chosen and the conditions applicable to their fees, ● analysing the annual audit plans drawn up by the Statutory Auditors, ● 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 Remuneration Committee , responsible for submitting proposals to the Board on the election and re-election of Board members and the appointment or re-appointment 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.

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ASSYSTEM

REGISTRATION DOCUMENT 2016