TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4.1 Governance

Such agreements and contracts, if any, are described in sectionb4.1.3.6 of the Registration Document for 2017band are not material either for the Company or for the amounts. In addition, they only concern a director (Mr.bDanielbJulien) who is not qualified as independent. Thus, none of the directors qualified as independent have contracted directly or indirectly business relationships with the Company or the Group. The Board of Directors endeavors to ensure that at least half of its members meet the definition of independence in the AFEP- MEDEF code.

The Board of Directors designates as independent or not its members according to a preliminary recommendation submitted by the Remuneration and Appointments Committee tasked with examining the personal situation of the director in question based on the criteria for independence set out in paragraphb8.5 of the AFEP-MEDEF code, it being specified that the Board may consider that a given member who fulfills the above independence criteria should not, however, be classified as independent given their specific situation or that of the Company, and vice versa.

The independence criteria of the AFEP-MEDEF code are the following:

Criteria 1

Employee or corporate officer during the previous 5byears Not to be, and not having been for the previous 5 years: ■ an employee or an executive corporate officer of the Company; ■ an employee, executive corporate officer or director of a company that the Company consolidates; ■ an employee, executive corporate officer or director of its parent company or a company that the latter consolidates. Crossed mandates Not to have been for the past five years an executive corporate officer of a company in which the Company holds a directorship, directly or indirectly, or in which an employee appointed as such or an executive corporate officer of the Company is a director. Significant business relationships Not to be a customer, supplier, investment or commercial banker that is material to the Company or its Group, or for a significant part of whose business the Company or its Group accounts Duration of office above 12 years Not to have been a director of the Company for more than 12 years. The loss of the status of independent director occurs as of the 12-year anniversary date. Status of non-executive corporate officer A non-executive corporate officer may not be considered independent if he receives variable remuneration in cash or in securities or any remuneration related to the performance of the Company or Group. Status of the significant shareholder Directors representing significant shareholders of the Company or its parent company may be considered independent if said shareholders are not participating in the control of the Company. However, beyond a threshold of 10% of the share capital or voting rights, the Board, based on the report of the Appointments Committee, systematically questions the qualification as independent taking into account the composition of the share capital of the Company and the existence of a potential conflict of interests. Family ties Not to be related by close family ties to an executive Officer Statutory auditor Not to have been an auditor of the Company within the previous 5 years

Criteria 2

4

Criteria 3

Criteria 4

Criteria 5

Criteria 6

Criteria 7

Criteria 8

For the purposes of interpreting this table:

■ the Group includes the Company and any related company;

■ a related company is any company that controls the Company, or any company controlled by the Company; ■ control is understood within the meaning of ArticlebL.233-3 of the French Commercial Code;

■ an executive director is any person who has been appointed as a member of a corporate body (Management Board, Supervisory Board or Board of Directors) and any person appointed to a Senior Management position.

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Teleperformance bb - bb Registration documentbb 2017