TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4.1 Governance

4.1.3.7.4 The Committees of the Board of Directors In the performance of its missions and duties, the Board is assisted by two specialized Committees: the Audit and Compliance Committee and the Remuneration and Appointments Committee. The work performed by the Committees, which report on their work after each of their meetings, assists the Board of Directors in its discussions and decision making. The Board Committees work on assignments entrusted to them by the Board. They actively prepare their works and inform the Board of all points which appear to raise an issue or require a decision, thus facilitating its deliberations. They also provide such advice and recommendations to the Board as falls within their remit, but have no power of decision, subject to the decisions that the Audit and Compliance Committee may adopt pursuant to applicable legal and regulatory provisions, under the responsibility of the Board. The Audit and Compliance Committee The internal regulations of the Audit and Compliance Committee have been drafted in accordance with the AMF working group on Audit Committees dated Juneb14 th , 2010. They were updated by decision of the Board of Directors at its meeting held on Februaryb28 th , 2018. Composition The Audit and Compliance Committee is composed of at least three members of the Board of Directors, as chosen by the Board. No executive officer sits on this Committee. The Audit and Compliance Committee members are appointed for the term of their office as members of the Board of Directors. As of the date of this report, the Audit and Compliance Committee consists of three members, two of whom are independent: In accordance with the recommendations of the AFEP-MEDEF code, at least two thirds of the Committee’s members are independent. The three members have the specific financial, accounting and statutory auditing skills required to perform their duty of due diligence and to accomplish their duties. The skills are characterized by their professional experience, which they have acquired in senior management positions in companies, banks, or working for an audit firm or in the capacity of chartered accountant or statutory auditor, as described in sectionb4.1.3.3 of the 2017 Registration Document. Responsibilities The Chairman of the Audit and Compliance Committee reports to the Board of Directors on all of the Committee’s works. Alain Boulet Jean Guez Chairman, independent Member Stephen Winnigham Member, independent

Missions The Audit and Compliance Committee’s overall remit is to monitor issues relating to the preparation and control of financial and accounting information. It prepares the background work for the Board’s approval of the annual (parent company and consolidated) financial statements and its review of the half-yearly financial statements, at least two days prior to the relevant Board meeting. As part of its specific remit, the Committee is primarily responsible for monitoring: ■ the effectiveness of the internal control and risk management systems; ■ the statutory audit of the parent company and consolidated accounts performed by the statutory auditors; The purpose of this statutory assignment is to prepare and facilitate the oversight work of the Board of Directors, anticipate potential problems, identify all risks, notify the Board of those risks and issue appropriate recommendations to the Board. The Audit and Compliance Committee manages the process for selecting and reappointing the statutory auditors when their term of office expires and gives a recommendation when the renewal of their term of office is contemplated. The Audit and Compliance Committee approves the provision by the statutory auditors of services other than the certification of financial statements. The Committee may invite anyone that it chooses to take part in some or all of its meetings, and decides whether to hear its invitees individually or as a Group. In practice, the Committee invites to its meetings the statutory auditors, the Company’s Chief Financial Officer, the Chief Audit Officer and the Consolidation director as well as other members of the financial management team, as and when required. The Audit and Compliance Committee may use external experts when circumstances so require, once it has informed the Chairman of the Board or the Board itself. Meetings in 2017 The Audit and Compliance Committee met four times in 2017; the meetings were attended by all of its members. Meetings of the Audit and Compliance Committee were held over two days before the meetings of the Board of Directors to review accounts, in accordance with the recommendations of the AFEP- MEDEF code which provides for sufficient time to have available and review the financial statements. The statutory auditors attended all four meetings. ■ the independence of the statutory auditors. ■ the financial information preparation process;

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Members

02/23/2017 04/27/2017 07/24/2017 11/23/2017

Total 100% 100% 100% 100% 100%

Bernard Canetti (1)

Yes Yes Yes n/a

Yes Yes Yes n/a

n/a Yes Yes Yes

n/a Yes Yes Yes

Alain Boulet Jean Guez

Stephen Winningham (2) ATTENDANCE RATE

100% 100% 100% 100%

(1) Member until Juneb23 rd , 2017. (2) Member since Juneb23 rd , 2017.

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Teleperformance bb - bb Registration documentbb 2017