TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4.1 Governance

The Committee’s work and discussions focused mainly on the following issues in 2017:

4.1.3.7.5 Assessment of the functioning and works of the Board of Directors In accordance with the recommendations of the AFEP-MEDEF code, the Board of Directors carries out a formal assessment of its functioning and works and that of its Committees on a regular basis, and at least once every three years, with the assistance of the Remuneration and Appointments Committee. The Committee may request that an assessment is carried out by an external consultant on this occasion. Moreover, in accordance with the recommendations of the AFEP- MEDEF code, the Board discusses on its functioning every year. A formal assessment was performed in Julyb2015bon the basis of a questionnaire sent to each of the directors. The conclusions of this assessment were presented and discussed by the Board of Directors at its meeting held on Julyb28 th , 2015. This formal assessment highlighted a unanimous and very positive appreciation from the directors questioned concerning both the composition and the organization of the functioning of the Board and its Committees. The findings of this assessment are described in the Registration Document for 2015 (sectionb3.3.1.4). An annual discussion on the Board’s functioning was discussed during its meeting held on Novemberb30 th , 2017 (a part of which was held without the presence of executives). It was found that all directors appreciated the quality and transparency of the Board’s discussions and they noted the quality and importance of the work completed and information shared in preparation for Board meetings. They reemphasized the importance of the works and contributions of the Committees and they unanimously acknowledged the excellent performances of the Group and the improvements made in terms of governance. The Board members expressed their satisfaction with the upcoming appointment of a lead independent director, which boosted Teleperformance’s standing in terms of good governance practices.

■ reviewing the independence of the directors;

■ renewal of directorships and new appointments to be proposed to the 2017bshareholders’ meeting and propositions to the Board on the Committee’s composition; ■ assessment of the performance conditions of the Februaryb25 th , 2014bperformance shares; ■ variable 2016band determination of the 2017bremuneration policy for the executive officers; ■ implementation of the method to assess the qualitative criteria of the performance shares plans dated Aprilb28 th , 2016band Novemberb2 nd , 2016; ■ proposals of beneficiaries and approval of plan regulations for the performance shares plans dated Juneb23 rd , 2017band Novemberb30 th , 2017; ■ the review of the remuneration structure of executive officers in particular in connection with the results of the votes submitted to shareholders at the general meeting held on Juneb23 rd , 2017; ■ proposition to change the governance structure of the Company and the Group from a dualistic to a monist structure; ■ approval of the terms of the Chief Executive Officer’s departure; ■ determination of the remuneration policy for 2018bfor executive officers; ■ review of the non-compete agreeements of executive officers; ■ renewal of the terms of office of directors and new appointments to be proposed to the 2018bshareholders’ meeting and propositions to the Board of Directors on the composition of its Committees; ■ definition of diversity targets with regard to Board members. During one of its meetings, the Committee requested the attendance, expertise and advice of the Chairman of the Board, it being specified that the latter was not consulted for the examination and recommendations concerning the elements of his remuneration.

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Teleperformance bb - bb Registration documentbb 2017