Assystem - Registration Document 2016

CORPORATE GOVERNANCE

REMUNERATION AND BENEFITS IN KIND ALLOCATED BY THE COMPANY AND OTHER GROUP ENTITIES IN 2016 TO MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES IN OFFICE

2.2 REMUNERATION AND BENEFITS IN KIND ALLOCATED BY THE COMPANY AND OTHER GROUP ENTITIES IN 2016 TO MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES IN OFFICE

Recommendation of the AFEP-MEDEF Code not applied by Assystem

Explanation

Defined benefit supplementary pension plans should be subject to the condition that the beneficiary must be an officer or employee of the Company when he or she claims their pension pursuant to the applicable rules and regulations.

Not applicable.

2

Hedging instruments for performance shares.

Performance shares whose vesting conditions have been met are allocated to the beneficiaries out of treasury stock.

2.2.1

REMUNERATION OF MEMBERS OF THE BOARD OF DIRECTORS

new governance structure ( i.e. with a Board of Directors instead of a Supervisory Board) and specified that only independent directors would be remunerated. However, at its meeting of 29 April 2015, after closely studying Salvepar’s situation, the Board authorised Salvepar to also receive directors’ fees. At the Annual General Meeting of 24 May 2016, the Company’s shareholders set the total amount of directors’ fees at €200,000 for 2016. At its meeting of 7 November 2016, the Board approved the Nominations and Remuneration Committee’s proposed allocation of directors’ fees. These fees were paid on 16 November 2016.

The remuneration of directors takes the form of directors’ fees and is based on (i) directors’ actual attendance at Board and Committee meetings and (ii) their level of responsibility. Following the new governance structure approved by shareholders at the Annual General Meeting held on 22 May 2014, at its first meeting on 22 May 2014 the Board of Directors indicated that the rules previously governing the allocation of attendance fees for Supervisory Board members would remain unchanged under the Company’s

A breakdown of the fees paid in 2015 and 2016 to members of the Board of Directors is provided in the following table:

Paid in 2016 for 2016 (in euros)

Paid in 2015 for 2015 (in euros)

Name

Title

Gilbert Lehmann

Director, Chairman of the Audit Committee and member of the Nominations and Remuneration Committee Director, Chair of the Nominations and Remuneration Committee and member of the Audit Committee Director, member of the Audit Committee and of the Nominations and Remuneration Committee

63,409

69,231

Miriam Maes

49,318

53,846

Salvepar

42,273

46,154

Vincent Favier Virginie Calmels

Permanent representative of Salvepar

– –

–

Director

24,615

Total

155,000

193,846

2.2.2

REMUNERATION OF THE COMPANY’S EXECUTIVE OFFICERS

At its meeting on 7 March 2017, in accordance with Articles 19 and 22 of the November 2016 version of the AFEP-MEDEF Code, the Board of Directors decided that: ● all of the Company’s directors – except Dominique Louis and Salvepar who are already indirect shareholders of Assystem – will be required to invest a portion of their directors’ fees in Assystem shares over the next three years until the total amount invested corresponds to 10% of their annual directors’ fees received; ● Philippe Chevallier will be required to invest a portion of his annual remuneration in Assystem shares over the next two years until the total amount invested corresponds to 10% of his annual remuneration.

At 31 December 2016, the Company’s executive officers were: ● Dominique Louis, Chairman & CEO since 22 May 2014; ● Philippe Chevallier, CFO & Deputy CEO since 5 June 2015.

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ASSYSTEM

REGISTRATION DOCUMENT 2016