TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

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4.1 Governance

The Audit and Compliance Committee reviewed the following items in particular in 2017: ■ the statutory audit of the parent company and consolidated financial statements performed by the statutory auditors: ● the Group Chief Financial Officer’s presentation of the financial statements. The exposure to financial risks and off balance sheet commitments contained in the annexes of the accounts provided to Committee members, ● the program of reviews carried out by the statutory auditors, the findings of those reviews and the accounting options selected, ● the parent company and consolidated financial statements as of Decemberb31 st , 2016, ● the half-yearly summary consolidated financial statements as of Juneb30 th , 2017, ● the statutory auditors certified without qualification the consolidated financial statements as of Decemberb31 st , 2016band identified no misstatements in the summary consolidated financial statements as of Juneb30 th , 2017, ■ the effectiveness of the internal control and risk management systems: ● review of the draft report of the Chairman of the Board on the work of the Board and internal control, ● review of the internal audit plan for the 2017bfinancial year, ● overview of the assignments performed by the Internal Audit Department, ● presentation of the 2017binternal control self-assessment questionnaires, ● results and follow-up of the self-assessment questionnaires completed by the subsidiaries, ● diagnosis of the global risk management and internal control system; ● delivery to the Committee of the statutory auditors’ annual independence declaration in respect of the year ended Decemberb31 st , 2016, ● review of the amount and breakdown of the statutory auditors’ fees, ● the statutory auditors’ overview of the prior authorization process for services performed by their network offices, ● setting up of the rules regarding the Audit Committee’s approval of the provision of services that may be entrusted to the statutory auditors following the European audit reform, ● the review of related parties; ■ the financial information preparation process: ● point of information by the statutory auditors on the closing procedure of the 2016bfinancial year; ■ the independence of the statutory auditors:

● review of the process for renewing the appointment of the statutory auditors, ● approval of the provision of services other than the certification of financial statements. The Remuneration and Appointments Committee Composition In accordance with the recommendations of the AFEP-MEDEF code, the Committee does not include any executive officers and consists mostly of independent directors. It is also chaired by an independent director. As of the date of this report, the Remuneration and Appointments Committee is comprised of three members, most of whom are independent members: The Committee can invite anyone that it chooses to take part in some or all of its meetings. The Committee decides whether to hear its invitees individually or as a Group. The Committee’s meetings take place in the absence of the executive officers, except if the Committee wishes to hear or ask them to contribute to the works on selection and appointments. Missions The Remuneration and Appointments Committee issues opinions and recommendations regarding: ■ the determination of the remuneration policy and of the benefits granted to executive officers, including determining the variable portion by assessing the definition of the rules for setting this variable portion and the annual application of these rules; ■ the overall policy for granting performance shares, together with the conditions attached to the final vesting of these shares; ■ the global amount and rules of allocation of directors’ fees; ■ the candidates for membership of the Board of Directors, their status as independents, and annual review of such quality in accordance with the criteria defined by the AFEP-MEDEF code or the renewal of terms of office of directors. ■ the succession plans; Robert Paszczak Chairman , independent Member , independent Emily Abrera Bernard Canetti Member

Meetings in 2017 The Remuneration and Appointments Committee met four times in 2017, and the attendance rate was 100%.

Members

02/27/2017 07/27/2017 10/13/2017 11/29/2017

Total 100% 100% 100% 100% 100%

Robert Paszczak

Yes Yes n/a Yes

Yes Yes Yes n/a

Yes Yes Yes n/a

Yes Yes Yes n/a

Emily Abrera

Bernard Canetti (1)

Stephen Winningham (2) ATTENDANCE RATE

100% 100% 100% 100%

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

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Teleperformance bb - bb Registration documentbb 2017