TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4

4.1 Governance

In 2017, the Board of Directors, upon recommendation of the Remuneration and Appointments Committee, conducted an analysis on the Group’s governance, the shareholders having expressed, in particular in connection with the shareholders’ meeting held on June 23 rd , 2017, their wishes to see evolutions in the governance. A review and analysis of Group governance had been conducted, under the aegis of the Remuneration and Appointments Committee and, in particular, the Committee Chairman. On that occasion, all directors had the opportunity to share views and present their analyses and suggestions; the Executive Chairman and the Chief Executive Officer were fully involved in that process. The directors weighed up the pros and cons of that governance structure. That analysis had highlighted the need to adopt a more transparent, rectilinear and, above all, flexible management organization structure. In view of the specific features of the Teleperformance Group, the Board considered that combining the duties of Executive Chairman and Chief Executive Officer seemed the most suitable and relevant governance structure in order to meet the Group’s current and future challenges. The new governance structure contributes to the roll-out of the Group’s strategy and, via a strengthened organizational structure, speeds up the strategic decision-making process and decision-making circuits so that decisions can be implemented more quickly. The AFEP-MEDEF code, which does not favour any structure, reminds that the Board of Directors opts between a separation or a combination of the functions of Chairman of the Board and Chief Executive Officer depending on specific requirements. The chosen formula and the arguments are notified to shareholders Statutory provisions Pursuant to Article 14bof the articles of association, the Company is managed by a Board of Directors comprising 3bto 18bmembers, subject to the statutory exception in the event of a merger. Board members may be individuals or legal entities. Composition of the Board The Board of Directors currently consists of fourteen members. Nine of its members are foreign nationals or binationals, representing 64%, six nationalities being represented. Nine directors have the status of independent directors in 2017bas defined by the internal regulations of the Board and the recommendations of the AFEP-MEDEF code. The Board is composed of recognized and experienced professionals in their respective business sectors and of international dimension: in particular counsel, marketing, banking, health, communication, distribution, international relations, public relations, BtoB, experts in customer service, and finance. These 4.1.3 The Board of Directors 4.1.3.1 Composition of the Board of Directors

and third parties. Aware of the governance method preferred by some of its shareholders, the Board’s decision lies on the need to have a more agile and flexible management structure in terms of decision-making, under the active supervision of the Board and its Committees. The Board worked on a strengthening of the elements allowing continuity in the balance of powers and the active and constructive exchanges within the Board. On that occasion, the appointment of a new independent director was reviewed and the function of Lead Independent director created. At its meeting held on February 28 th , 2018, the Board set the missions of the Lead Independent director (see section 4.1.3.7.1 of the present Registration Document) and enshrined them in its Internal Regulations. It also decided to appoint Mr. Patrick Thomas as Lead Independent director. As a consequence, the Board of Directors, at its meeting held on October 13 th , 2017, adopted a new organization structured around a Chairman and Chief Executive Officer, Mr. Daniel Julien, founder and historical leader of the Group, a Deputy Chief Executive Officer, Mr. Olivier Rigaudy and an expanded Executive Committee in terms of skills and expertise. The combination of the functions of Chairman of the Board and Chief Executive Officer and the appointment of a Deputy Chief Executive Officer creates conditions conducive to stepping up the Group’s growth and performance. The limitations brought to the powers of the executive management are described in the Internal Regulations of the Board of Directors (see section 4.1.3.7.2 below) and in the articles of association. skills are considered key in the Group’s current development phase and in line with the strategy pursued. Information on the Company’s individual directors, and the list of their offices and positions, is provided in sectionsb4.1.3.2 List of directors in office and 4.1.3.3 Main activities exercised by directors in office of the Registration Document for 2017. Qualification as Independent director The Board conducts an annual review of the independence of its members, upon recommendation of the Remuneration and Appointments Committee. The Committee, for the preparation of his opinion, endeavours that all the officerships held by directors in other companies having business relationships with the Company will not be of a nature as to compromise the independence and/or the performance of the duties of the directors concerned while taking into account the transaction entered into by the Group with those companies. Its analysis also concerns the other aspects of the business relationship (duration, importance…) when such business relationship exists. Indeed, if applicable, those are concluded at arms’ length and their amounts are not significant for each party.

72

Teleperformance bb - bb Registration documentbb 2017