Assystem - 2015 Registration Document

CORPORATE GOVERNANCE 2 The Company refers to the AFEP-MEDEF Code of Corporate Governance which can be viewed on the MEDEF website at www.medef.com. Chapter 8 of this document also refers to this Code. Under the “ Comply or Explain ”, rule set out in Article L. 225-37 of the French Commercial Code and Article 25.1 of the AFEP-MEDEF Code, in general the Company feels that its practices conform to the recommendations of the Code, it being made clear that some such recommendations have nonetheless been shelved. Those recommendations not followed, as well as the reasons why, are described at the beginning of the sub-chapters in question. On 22 May 2014, Assystem became a public limited company with a Board of Directors chaired by Dominique Louis, Chairman and CEO. The Board is guided in its work by its Rules of Procedure which define its modes of organization and operation and set out the precepts related to the Securities Trading Code of Conduct which were adopted by the Board on 9 February 2015. The Board regularly reviews its Rules of Procedure in order to ensure that they always conform to the laws and regulations in force. This governance structure is the industry benchmark and is in line with the recommendations of the Code and with SBF 250 best practices; it offers a form of governance that is tightly structured around Management

acting under the oversight of two independent directors whose presence acts as a counterweight. The balance of power thus sought is further enhanced by the fact that the powers of the Chairman and CEO and the deputy managing director are constrained by the Rules of Procedure and the nominating decisions made by the Board. This governance structure is also intended to simplify the decision-making process, accelerate the implementation of Assystem Group’s strategy, strengthen the Board’s accountability, and create closer ties between the Board and executive management. The Board moreover formed an Audit Committee and a Nominations and Remuneration Committee, each with its own rules of procedure. These two Committees, whose meetings are not attended by the Chairman and CEO, further enhance the balance of powers. As at 31 December 2015, the Group’s Management team was headed by Dominique Louis (Chairman and CEO) and comprised Philippe Chevallier (Deputy CEO and CFO), Stéphane Aubarbier (Executive Vice-President, Energy & Infrastructure), David Bradley (Executive Vice- President, Global Product Solutions) and Gérard Brescon (Executive Vice-President, Human Resources). In this section, Chapter 2.1 deals with the Board of Directors and Chapter 2.2 discusses the remuneration of executive directors.

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ASSYSTEM

FINANCIAL REPORT 2015