TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4

4.1 Governance

The following table provides a breakdown of individual members’ attendance rate in 2017:

Directors

02/28/2017 06/23/2017 07/27/2017 10/13/2017 11/30/2017

Total 100%

DanielbJulien

Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes n/a Yes

Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes n/a Yes

Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes n/a Yes

Yes No Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes n/a Yes

Yes n/a Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes n/a Yes

Paulo César Salles Vasques (1)

75%

Emily Abrera AlainbBoulet

100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Bernard Canetti PhilippebDominati PaulinebGinestié

Jean Guez

Wai Ping Leung RobertbPaszczak

Leigh Ryan

Christobel Selecky

Angela Maria Sierra-Moreno

PatrickbThomas (2)

n/a

Stephen Winningham ATTENDANCE RATE

100% 98%

100% 100% 100%

93% 100%

(1) Director until October 13 th , 2017. (2) Director since November 30 th , 2017.

In addition to recurring issues relating to the business review, adjustment of annual forecasts, authorizations to be granted and the review of ongoing growth transactions, the Board of Directors specifically decided on the following points during its five meetings: ■ examination and approval of the parent company and consolidated financial statements for the year ended Decemberb31 st , 2016, of the management report and the examination of management forecast documents; ■ review of directors’ independence criteria and re-examination of the independence of directors; ■ convening of the shareholders meeting of June 23 rd , 2017, setting of the agenda for the meeting and approval of the reports and resolutions including the votes on remuneration due or granted in connection with financial year 2016 (“say on pay”); ■ approval of the Chairman of the Board’s report on the conditions for preparing and organizing the work of the Board and on the risk management and internal control procedures; ■ renewal of the authorization given to the Chief Executive Officer and to the Chairman and Chief executive director for sureties, endorsements and guarantees; ■ setting of the variable remuneration for 2016band of the remuneration as well as the principles and criteria of determination of said remenuration for 2017bfor Daniel Julien, Chairman of the Board of Directors, and Paulo César Salles Vasques, Chief Executive Officer; ■ assessment of the non-fulfillment of the performance criteria for the February 2014bperformance share plan; ■ proposal to renew directorships;

■ composition of the Committees;

■ renewal of the term of office of statutory auditors and acknowledgement of the non-renewal of the term of office of alternate auditors; ■ grants of performance shares (June 23 rd , 2017band November 30 th , 2017); ■ review of regulated and arm’s length agreements and commitments; ■ determination of the directors’ fees for the 2016bfinancial year; ■ examination and approval of the consolidated accounts at June 30 th , 2017, the half-yearly financial report and management forecast documents; ■ renewal of the delegation on issues of bonds and debt securities; ■ corporate governance: change of governance structure and of executive management modality; appointment of a Chairman and Chief Executive Officer and a Deputy Chief Executive Officer; ■ implementation of the share repurchase program;

■ 2017 forecasts and 2018bbudget;

■ remuneration policy of executive officers for 2018;

■ co-optation of a director;

■ discussion on the creation of a Lead Independent director function; ■ definition of diversity targets with regards to Board members; ■ yearly discussion on the professional and employment equal treatment policy;

■ yearly discussion on the Board’s functioning.

■ update on Group financing;

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Teleperformance bb - bb Registration documentbb 2017