TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4.1 Governance

4.1 Governance

4.1.1 Corporate Governance Code

The Company refers to the AFEP-MEDEF corporate governance code for listed companies of Novemberb2016 (the “AFEP-MEDEFbcode”) and available on the MEDEF website (www.medef.com). In accordance with ArticlebL.225-37-4 of the French Commercial Code, the report of the Board of Directors on

corporate governance specifies the provisions of the AFEP-MEDEF code that have been set aside and the reasons therefore. The table below shows recommendations of the code that have not been applied by the Company, the practices of Teleperformance and their justifications.

Recommendations of the AFEP-MEDEF code setbasidebor not applied Non-compete compensation (§23.3) The Board must provide for a stipulation authorizing non-implementation of this agreement when the director leaves.

Teleperformance SE’s practices and their justifications

The Board of Directors, at its meeting held on November 30 th , 2017, upon recommendation of its Remuneration and Appointments Committee, authorized the amendment of the non-compete agreement of Mr. Daniel Julien, Chairman and Chief Executive Officer. This agreement, entered into in 2006, amended by decisions of the Board meetings held on May 31 st and November 30 th , 2011, was approved by the shareholders’ meetings held on June 1 st , 2006band May 29 th , 2012. From the start, it did not include a stipulation authorizing the Board to waive its implementation, the latter having for imperative to protect the legitimate interests of the Group and all of its stakeholders (employees, clients, sharehoders, partners). On the occasion of its amendment authorized on November 30 th , 2017, the Board, pursuing its objective of protecting the Group's interests and its policy on the matter and in the case of a historical executive and founder of the Group, decided not to introduce such waiver. During that same meeting, the Board authorized the conclusion of a non-compete agreement between the Company and Mr. Olivier Rigaudy. In the continuity of its policy in the case of Group executive officers , it decided not to introduce such waiver. In both those decisions, the Board considered that the Group’s activity, its strong exposition to competition and the sentitive nature of the information known by executive officers requires a strong protection and a clear delimitation between activities that the executive difrector can or cannot carry out after his or her departure. Thus, the Board wanted the obligations and undertakings incumbent on executive officers to be certain and binding for both parties.

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4.1.2 Governance structure

Statutory provisions Under the terms of Articleb19bof the articles of association, executive management is exercised under the responsibility of either the Chairman of the Board or another individual appointed by the Board of Directors and who has the title of Chief Executive Officer (directeur général). The Board of Directors chooses between these two ways of exercising the executive management. The shareholders and third parties must be informed of this choice in accordance with the terms laid down by law. The Chief Executive Officer has full powers to act in any circumstances in the Company’s name. He must exercise his powers within the limits of the corporate purpose and subject to the powers expressly reserved by law to general meetings of shareholders and the Board of Directors. Upon proposal by the Chief Executive Officer, the Board of Directors may appoint one or more individuals responsible for assisting the Chief Executive Officer, with the title of Deputy Chief Executive Officer ( directeur général délégué ). With the Chief

Executive Officer’s agreement, the Board of Directors determines the scope and duration of the powers granted to the Deputy Chief Executive Officers. The Deputy Chief Executive Officers have the same powers as the Chief Executive Officer vis-à-vis third parties. Choice of the method of exercise of executive management The combined shareholders’ meeting held on May 31 st , 2011b approved the Company’s change of its governance from a dual structure consisting of a Supervisory Board and a Management Board to a single governance structure consisting of a Board of Directors. At its meeting held on May 30 th , 2013, the Board of Directors, upon recommendation of its Remuneration and Appointments Committee, decided to separate the roles of Chairman of the Board and Chief Executive Officer. On that occasion, the Board decided to implement a governance structured around an Executive Chairman and a Chief Executive Officer.

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Teleperformance bb - bb Registration documentbb 2017