Assystem - Registration Document 2016

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CORPORATE GOVERNANCE THE BOARD OF DIRECTORS

members (see below for more details), the remuneration of executives, the CFO & Deputy CEO’s remuneration, the self-assessment of Board members, the allocation of directors’ fees, and sureties, deposits and guarantees; ● changes in the Group’s strategy and planned external growth transactions. During its meetings the Board specifically carried out the following: ● on 9 March 2016, it decided to put forward Virginie Calmels for election as a new director; ● on 18 April 2016 it decided to launch a buyback procedure for its bonds redeemable in cash and/or in new and/or existing shares which were due to mature in 2017 (“2017 Ornane bonds”). The price offered for the bonds was set at the highest price paid by the Company for one of the block purchases carried out during the twelve months preceding its latest block purchase, i.e. €26.15 per bond (including accrued coupons). The offer period was set as the five consecutive trading days between 25 April 2016 and 29 April 2016 (inclusive); ● on 4 July 2016, it decided to grant an aggregate 300,300 free Company shares to key managers of the Assystem Group; ● on 7 September 2016, it decided to authorize the buyback of its perpetual bonds redeemable in cash and/or in new and/or existing shares (“Odirnane bonds”) under a reverse bookbuilding process carried out exclusively with bondholders not located in the United States; ● on 7 November 2016, it decided to authorise the refinancing of Assystem’s credit facilities agreement. THE AUDIT COMMITTEE The Audit Committee met seven times in 2016 with a 100% attendance rate. During these meetings the main topics addressed by the Audit Committee were as follows: ● recurring matters including the forecast budget for the year, the parent company and consolidated financial statements, an analysis of risks and the corresponding provisions and the interim financial report for 2016; ● the review of all draft financial press releases and analyst presentations. During its meetings the Audit Committee specifically carried out the following:

● on 9 March 2016 it examined (i) the presentation of the parent company and consolidated financial statements for 2015 and the related accounting options selected, (ii) the Board of Directors’ draft management report for 2015 and significant events after the reporting date, (iii) the draft report of the Chairman of the Board on the work of the Board of Directors and internal control procedures, and (iv) the draft press release for the Group’s 2015 results and the related analyst presentation; ● on 27 April 2016 it examined the reporting schedules as at 31 March 2016 and the draft financial press release on Q1 2016 revenue; ● on 29 July 2016 it reviewed the draft financial press release on H1 2016 revenue and the summary reporting schedules as at 30 June 2016; ● on 7 September 2016 it examined (i) the Group’s consolidated financial statements and the interim financial report at 30 June 2016, (ii) the draft press release on the interim results at 30 June 2016 and the related analyst presentation, and (iii) the implementation of a delegation of powers in relation to the audit reform regulations introduced in France on 18 March 2016; ● on 3 November 2016 it reviewed the draft financial press release on Q3 2016 revenue and the presentation of the Group’s revenue The Nominations and Remuneration Committee met once in 2016 (on 9 March 2016) with a 100% attendance. During this meeting, it: ● calculated and approved the variable remuneration payable to the Company’s management team for 2015; ● determined the criteria for setting the variable remuneration of the Company’s management team for 2016; ● approved the calculation of the increase in the remuneration payable to the CFO & Deputy CEO and the conditions for putting in place a termination benefit; ● proposed and examined Virginie Calmels’ directorship candidature; ● examined the succession plan for executives and the Group’s ten highest remuneration packages; ● studied the principle of putting in place a performance share plan for 2016 and the related terms and conditions; ● examined the independence criteria applicable to the members of the Board of Directors in compliance with the AFEP-MEDEF Code; ● discussed the progress made in applying the Rebsamen Act. and reporting schedules at 30 September 2016. THE NOMINATIONS AND REMUNERATION COMMITTEE ● set the directors’ fees budget for 2016;

● on 28 January 2016 it examined the 2016 budget;

● on 10 February 2016 it reviewed the draft financial press release on 2015 revenue;

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ASSYSTEM

REGISTRATION DOCUMENT 2016