TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

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4.1 Governance

as a consequence, the Internal Regulations of the Board of Directors defining the terms and conditions of the appointment of such Lead Independent director, as well as his or her missions. Appointment of the Lead Independent director The Board of Directors appoints a Lead Independent director, on the recommendation of the Remuneration and Appointments Committee, among the directors qualified as independent by the Board of Directors. The appointed Lead Independent director holds this position while in office as a director, unless otherwise decided by the Board of Directors, which may choose to terminate his or her duties at any time. If for any reason the director is no longer qualified as independent, his or her position as Lead Independent director will be terminated. The Lead Independent director may be a member of one or more of the Committees of the Board of Directors. Functions of the Lead Independent director ● In the event that the Chairman is absent at a meeting of the Board of Directors, the Lead Independent director presides over the meeting. ● In the event of a temporary or durable unavailability of the Chairman to fulfill his functions, the Lead Independent director becomes interim Chairman. He or she replaces the Chairman until the Chairman becomes available again or until a new Chairman is elected. If necessary, he or she organizes the selection and appointment of a new Chairman of the Board. ● If, during the interim, it becomes necessary to appoint a new Chief Executive Officer, the Lead Independent director also organizes the selection process and appointment of this new Chief Executive Officer. ● The Lead Independent director is, with the Chairman, the Chief Executive Officer and the Deputy Chief Executive Officer, the shareholders’ dedicated contact on issues that fall within the remit of the Board. ● The Lead Independent director shall keep the Chairman, the Chief Executive Officer and the Board informed of the main topics raised by shareholders. Means of the Lead Independent director The Lead Independent director: ■ convenes, organizes and chairs, at least once a year, a meeting of the independent directors where topics of their choice are discussed; ■ can attend, with no voting rights, all meetings of the Board Committees he or she is not a member and participate in their work; he or she shall also attend, if invited by the Chief Executive Officer and/or the Deputy Chief Executive Officer, meetings of the Executive Committee; ■ can suggest to the Chairman additional items to the agenda of Board meetings; ■ has access to all documents, information and people that he or she deems necessary to fulfill his or her functions; ■ reports once a year to the Board of Directors on the execution of his or her functions. ■ Relationships with shareholders; ■ Interim role: continuity of governance;

Loans and guarantees granted to directors The Company has not granted any loans or guarantees to one of its directors. Interests in Group companies held by directors Daniel Julien holds (i) 10% of the share capital of GN Research SA (Luxembourg) and (ii) 7% of the share capital of Hong Kong Asia CRM Ltd (Hong Kong). To the Company’s knowledge, no other director or member of the executive management has investments or interests in Group companies, either directly or indirectly, excluding the shares held in connection with a corporate officership within the Group. 4.1.3.7.1 Internal Regulations of the Board of directors During its deliberations on Mayb31 st , 2011, the Company’s Board of Directors adopted its internal rules, modified in particular in Februaryb2018, aimed at explaining its role and procedures, in accordance with the legal and statutory provisions and corporate governance rules applicable to listed companies. The main provisions of the Board of Directors’ internal regulations are described below. Directors’ rights and obligations The Board of Directors may perform any checks and controls that it deems appropriate at any time. It may ask the Company to forward to it any documents of any kind that are useful for the performance of its assignment, regardless of whether such documents are issued by the Company or are intended for it. The directors are entitled to have any documents and information forwarded to them, in order to perform this assignment. This right shall be exercised via the Chairman of the Board of Directors; the directors may not personally interfere in the management of the Company or directly request the documents and information required. The Board of Directors’ internal rules also set out the obligations incumbent on directors, specifically with regard to corporate ethics, confidentiality, conflicts of interest and the possession of insider information. Members of the Board of Directors and of the Committees, together with any persons attending the meetings of the Board and its Committees, are bound by a general confidentiality obligation regarding the discussions of the Board and its Committees, as well as any information of a confidential nature or presented as such by its Chairman. Lead Independent director Following the decision to combine the functions of Chairman and Chief Executive Officer, and further to the continued improvement of the governance within the Company, the Board of Directors, at its meeting held on Febrary 28 th , 2018, decided, upon recommendation of the Chairman and Chief Executive Officer and the Remuneration and Appointments Committee, to create the function of a Lead Independent director and to amend, 4.1.3.7 Organization and functioning of the Board of Directors

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Teleperformance bb - bb Registration documentbb 2017