TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4.1 Governance

Managing conflicts of interest As part of the management of conflicts of interest, the Board of Directors authorizes regulated agreements and commitments and settles any potential situation of conflict of interest involving common directors within the Group. The internal regulations of the Board provide that every director is required to inform the Chairman of the Board of Directors of any conflict situation, even a potential situation, between the Company’s interests and their direct or indirect interests, or those of the shareholder Group that they represent. In addition, they must abstain from participating in the discussions and deliberations. Information – Training – Conditions for preparing the works of the Board – Confidentiality Members of the Board of Directors receive all the documents, technical materials and information that are appropriate and necessary for the performance of their mission and to prepare their discussions. The Board may ask for any reports, documents and research prepared by the Group prior to any meeting, and may commission any external technical studies at the Company’s expenses. The annual timetable for the Board of Directors’ meetings is communicated to the directors and the statutory auditors several months in advance. The Board of Directors is continually informed by its Chairman, by any means, of all material events and transactions relating to the Company. In addition, where the Chairman considers it necessary, the Board of Directors may hear the Group’s key Officers, in order for them to present their specific area of activity within the Group or the situation of the regional subsidiaries for which they are responsible. When appointed to the Board, each director receives the information regarding the Company and the Group and a training, adapted to his or her specific needs. Interviews are set up with the Chairman of the Board, the Chief Executive Officer or the Group Chief Legal Officer. The formation of directors continues beyond their appointment, in particular through site visits and constitutes a continuing process. The Board of Directors is a collegial body; its decisions are binding on all of its members. Directors and any person who attends its meetings are bound by a strict non-disclosure obligation and duty of discretion on information disclosed by the Company, and received during the discussions of the Board and its Committees, and those of a confidential nature, or presented as such by the Chairman of the Board of Directors. In addition, if the Board of Directors is aware of confidential and precise information that is likely to have a material impact on the share price of the Company or of the companies controlled by the Company when it is published, within the meaning of ArticlebL.233-3 of the French Commercial Code, the directors must comply with the regulations applicable to insider dealings and insider misconducts, and in particular, refrain from disclosing this information to a third party as long as it has not been made public, and refrain from performing any transactions involving the Company’s securities.

Board meetings The Board of Directors meets at least once a quarter, in order to discuss the progress of the Company’s affairs and their foreseeable development. It is convened by the Chairman. If the position of Chairman is vacant, or if the Chairman is prevented from attending, the Board of Directors may be convened on a given agenda by the Chief Executive Officer, the appointed Vice- Chairman, where applicable, or by any director. Meetings may be held in any location, as indicated in the notice. An attendance register is kept and is signed by the members of the Board of Directors attending the meeting. At least half of the Board members must be physically present for the Board’s decisions to be valid. Decisions are taken by majority vote of the members who are present or represented; each member who is present or represented has one vote, and each member who is present may only hold one proxy. The Chairman of the meeting has the casting vote in the event of a tied vote. The Board of Directors may invite anyone that it chooses to attend all or part of its meetings. The Board decides whether to hear these speakers individually or collectively. Directors may attend the Board meetings by means of videoconferencing or telecommunications facilities, in accordance with the applicable statutory and regulatory provisions. These attendees are considered present for the calculation of the quorum and majority, except in the case of meetings relating to the approval of the annual parent company financial statements The Board of Directors’ discussions are recorded in minutes that are entered into a special ledger held at the registered office. The minutes shall mention the use of the videoconference and telecommunication systems described in the previous sub- paragraphs, where applicable. The minutes are signed by the Chairman of the meeting and by at least one director; in the event that the Chairman of the meeting is prevented from attending, the minutes are signed by at least two directors. In addition to the information required by law, these minutes specify the nature of the information provided to members of the Board of Directors, and provide a summary of the discussions, as well as an indication of the manner whereby each of the members present or represented voted on each item in the agenda. At each Board meeting, the Chairman shall provide each member in attendance with a copy of the minutes of the previous meeting as approved by the Board of Directors. Committees The Board of Directors may decide to set up internal Committees, for which it determines the membership and remits, and which perform their activities under its responsibility. The Board decided to create two permanent specialized Committees: the Audit and Compliance Committee and the Remuneration and Appointments Committee. and the management report. Minutes of proceedings

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Teleperformance bb - bb Registration documentbb 2017