TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4.1 Governance

■ had been involved in a bankruptcy, a sequestration of assets or a liquidation procedure; ■ had been prevented by a court order from acting in the capacity of a member of an issuer’s administrative, management or supervisory body or from being involved in the management or conduct of an issuer’s business affairs. Absence of conflicts of interests The internal regulations of the Board of Directors states that each director must inform the Chairman of the Board of any conflict situation, even potential, between the Company’s interests and his or her direct or indirect interests, or those of the shareholder Group that they represent. In addition, said director must abstain from the discussions and corresponding deliberations. To the Company’s knowledge, as of the date of this Registration Document, no conflict of interests is identified between the duties of each director and member of the executive management to the Company and/or the Group in respect of their position as corporate officers and their private interests or other duties. To the Company’s knowledge, as of the date of this Registration Document, no arrangement or agreement exists with the principal shareholders, customers or suppliers wherein one of the members of the Board of Directors or the executive management has been selected in such capacity. To the Company’s knowledge, as of the date of this Registration Document, no restriction has been accepted by members of the Board of Directors or the executive management concerning the transfer of their holdings in the Company, other than restrictions attached to performance shares granted to them or in connection with the long-term incentive plan. 4.1.3.6 Agreements entered into between the Company and one of its directors, service agreements and interests held in the Group companies Service agreements or agreements entered into with a director The agreement listed below is an ordinary agreement concluded on normal terms. It indirectly concerns a director who is not qualified as independent. Daniel Julien, Chairman and Chief Executive Officer, is a 35% shareholder in a company that owns a building leased to Servicios Hispanic Teleservices S.C. (Mexico). The total rental income for said building amounted to US$577,843.62 in 2017bcompared to US$567,600 in 2016. It is reminded that, in Septemberb2013, a study commissioned by the Group from an independent real estate valuation firm showed that the aforementioned rent transaction was carried out at below-market prices.

4.1.3.4 Proposals to the shareholders’ meeting on the composition of the Board of Directors It is proposed that the shareholders’ meeting to be held on April 20 th , 2018: ■ renew the terms of office of five directors which are expiring. If the shareholders’ meeting approves the propositions submitted: ● the terms of office of Ms. Emily Abrera and Messrs Daniel Julien and Stephen Winningham will be renewed for 3byearsb, ● the terms of office of Mssrs Bernard Canetti and Jean Guez will be renewed for 2byears, These renewals will allow to maintain a strong rate of independent directors and feminization as well as a strong internationalization within the Board.They will also allow to maintain an expertise and knowledge of the Group necessary to the good functioning of the Board. ■ ratify the cooptation of Mr. Patrick Thomas as a director in replacement of Mr. Paulo César Salles Vasques, who resigned on October 13 th , 2017, for the remaining duration of his term of office, which expires at the end of the shareholders’ meeting to be held in 2019band called to approve the financial statements for the preceding year. The appointment of Mr Thomas brings to the Board his experience as a executive officer and director of international groups as well as his expertise in fast-growing environments to support the Group in the success of its ambitious growth plan for its activities. If the shareholders’ meeting approves all the propositions thus submitted, the Board of Directors will maintain: The Board of Directors, upon proposal from its Remuneration and Appointments Committee, has considered that Ms.bEmily Abrera, Mr. Patrick Thomas and Mr. Stephen Winningham continue to be qualified as independent in application of the independence criteria of the AFEP-MEDEF code; ■ a percentage of women of 43%, thus complying with the legal provisions on the matter; ■ a continued strong internationalization of its composition with six nationalities represented and 64% of non-French directors or binationals; ■ a strong knowledge of the Group, its business and specificities. ■ a rate of independent directors of 64%; Family ties To the Company’s knowledge, there are no family ties between the directors. Absence of conviction for fraud, responsibility for a bankruptcy or indictment and/or public sanction To the Company’s knowledge, as of the date of the present Registration Document, during the past five years, none of the directors or members of the executive management: ■ had been convicted for fraud, or indicted and/or sentenced to an official public sanction by any statutory or regulatory authority; 4.1.3.5 Statements on the situation of members of the administrative, management and supervisory bodies

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Teleperformance bb - bb Registration documentbb 2017