TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4.2 Remuneration of directors and executive officers

4.2 Remuneration of directors and executive officers

4.2.1 Remuneration of directors

4.2.1.1 Rules for allocation of directors’ fees Within the overall annual limit of €720,000 decided by the shareholders’ meeting held on Juneb23 rd , 2017 (until further decision), the Board of Directors decides of the allocation rules of directors’ fees amongst its members. These rules take into account, in compliance with the recommendations of the AFEP- MEDEF code and with the provisions of its internal regulations, (i) the membership of the Board and its specialized Committees and (ii) the effective attendance of directors at meetings of the Board and its Committees but also (iii) the directors’ place of residence. They thus contain a significant variable portion (excepted for the few directors that are not members of a Committee). The directors’ fees for a financial year are paid the following year. The Chairman and Chief Executive Officer, as a director, and, if applicable, directors holding an employment contract with a subsidiary of the Group, do not receive any directors’ fees from the Company or any of its subsidiaries. For the 2015bfinancial year, the following rules were decided by the Board at its meeting held on Julyb28 th , 2015: each director received an annual fixed fee of €20,000 and a variable amount of €3,500 per meeting subject to attendance. Each Committee member received a variable fee of €2,500 per meeting attended. The Committee Chairmen received an additional annual fixed fee of €5,000. A fee of €1,500 was paid for participating in a Board or Committee meeting for directors traveling from a country

outside Europe. The payments were made in May 2016. At its meeting held on Aprilb28 th , 2016, the Board decided to pay an exceptional fee to the directors in view of their work, time spent and their commitment in preparing the works of the Board and its Committees both during and between meetings, in particular on the assessment of the end of the transition period and the organization of corporate governance. For the 2016bfinancial year, the allocation rules set by the Board at its meeting held on Julyb28 th , 2015bremained unchanged. The payments were made in June 2017. It is specified that, at its meeting held on Juneb23 rd , 2017, the Board decided to pay an exceptional fee to the directors in view of their work, time spent and their commitment in preparing the works of the Board and its Committees both during and between meetings. The gross amount of directors’ fees paid in 2016 (in respect of the 2015bfinancial year) amounted to €599,976 and €599,775 paid in 2017 (in respect of the 2016bfinancial year). For the 2017bfinancial year, following the increase of the global amount of directors’ fees by the shareholders’ meeting held on Juneb23 rd , 2017, the Board, upon recommendation of the Remuneration and Appointments Committee, will review the rules of allocation of directors’ fees while retaining the governing principles in that respect.

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Teleperformance bb - bb Registration documentbb 2017