TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

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This report constitutes the report of the Board of Directors on corporate governance presented to the shareholders’ meeting of Teleperformance SE to be held on April 20 th , 2018, in accordance with the provisions of ArticlesbL.225-37-2 to L.225-37-5 of the French Commercial Code. It was drawn up with the assistance of the senior management, the financial department and the legal department on the basis, in particular, of the works of the Board of Directors. It was presented to the Remuneration and Appointments Committee before approval by the Board of Directors. Its purpose is to report on: ■ the list of all offices held and duties performed by each director in all companies during the financial year; ■ the current authorizations given by the shareholders’ meetings to the Board of Directors in respect of capital increases pursuant to Articles L.225-129-1 and L.225-129-2 of the French Commercial Code and the use made of such authorizations during the financial year; ■ the choice on one of the two methods of exercising the executive management as set forth in Article L.225-51-1 of the French Commercial Code, at the time of the first report or in case of modification; ■ the composition as well as the conditions for preparing and organizing the works performed by the Board of Directors; ■ the application of the principle of balanced representation of men and women within the Board; ■ any limits imposed by the Board of Directors on the powers of the Chief Executive Officer; ■ the regulated agreements and commitments;

■ references made to a corporate governance code;

■ specific modalities of shareholder participation in the shareholders’ meeting or the statutory provisions that provide for such modalities; ■ principles and criteria for determining, allocating and granting the fixed, variable and exceptional elements of the total remuneration and the benefits of all kind of the Chairman, Chief Executive Officers and Deputy Chief Executive Officers, in respect of their positions; ■ the total remuneration and benefits of all kind paid to each executive director during the financial year by the Company describing the fixed, variable and exceptional elements of these remuneration and benefits as well as the criteria determining them or the circumstances under which they are granted, by reference, where applicable, to the resolutions voted under the conditions set forth in ArticlebL.225-37-2 of the French Commercial Code; ■ the commitments of any kind made by the Company in favor of its executive officers related to remuneration, payments or benefits due or liable to be due upon the assumption, termination or alteration of these responsibilities or at a later date, in particular pension commitments and other life benefits; ■ the elements liable to have an impact in the event of a public offering as decribed in ArticlebL.225-37-55 of the French Commercial Code.

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Teleperformance bb - bb Registration documentbb 2017