TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

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4.1 Governance

Each Committee reports to the Board of Directors on its work and informs the Board of any points that it considers problematic or requiring a decision, thereby assisting the Board’s discussions. At each Board meeting, the Chairman of each Committee shall provide each Board member in attendance with a report on the Committee’s work since the last Board meeting. Assessment In accordance with the AFEP-MEDEF code recommendations, once a year, the Board of Directors proceeds with a discussion of its works and that of its specialized Committees. It reviews its composition, as well as the organization and functioning of the Board and the Committees. In addition, a formal assessment of the Board’s work is performed every three years, with the support of the Remuneration and Appointments Committee or by an independent director assisted by an outside consultant. The purpose of the assessment is to check that important issues have been appropriately prepared and discussed, and to assess each member’s effective contribution to the Board’s work. The conclusions of these assessments, yearly discussions and discussions conducted without the presence of executive directors are presented in the present report in sectionb4.1.3.7.5 of the 2017 Registration Document. 4.1.3.7.2 Missions and duties Pursuant to legal and regulatory provisions, the articles of association and its internal rules, the Board of Directors has the following duties: ■ approving the annual and consolidated financial statements;

■ deciding to pay any interim dividends;

■ reviewing and determining the guidelines for the Company’s business; ■ selection of the organization structure of executive management; ■ appointing and dismissing the Chairman, the Chief Executive Officer, and the Deputy Chief Executive Officers; ■ co-opting members of the Board under the conditions determined by the regulations in force; ■ defining the remuneration policy for executive officers and distribution of directors’ fees within the global amount decided by the shareholders’ meeting amongst Board members; ■ determining the number of performance shares or shares resulting from the exercise of options that executive officers are required to retain until the end of their term of office, in the event of the award of options or performance shares; ■ review of the main issues in the field of corporate social responsibility; ■ any significant (commercial, industrial, financial, real estate or other) transaction that the general management plans, not comprised under the approved strategy or budget, including, in particular, moveable or immoveable investment by external or internal growth, where the amount represents more than 20% of the Group’s net assets as reports in the latest consolidated financial statements approved by the Board of Directors; ■ concluding alliances of any kind involving a material proportion of consolidated revenues; ■ proposing dividend distributions to general meetings of shareholders. ■ approving the Chairman of the Board’s report. Furthermore, the Board of Directors determines or authorizes expressly and prior to their completion the following issues: ■ approving consolidated annual budgets;

■ drafting management forecasts;

■ convening and setting the agenda for the shareholders’ meeting;

■ deciding to issue bonds;

■ authorizing sureties, endorsements and guarantees; ■ prior authorization of regulated agreements and commitments; ■ setting up specialized Committees and determining their missions;

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Teleperformance bb - bb Registration documentbb 2017