Assystem - 2015 Registration Document

CORPORATE GOVERNANCE THE BOARD OF DIRECTORS

2.1 THE BOARD OF DIRECTORS

2.1.1

MEMBERS OF THE BOARD OF DIRECTORS

2011 relating to gender equality in the workplace and in particular to gender balance on Boards of Directors. Furthermore, the Board wished to comply in advance with the provisions applicable in 2017 of the aforementioned Act, namely, that either men or women should each make up at least 40% of the Board. To this effect, Virginie Calmels was co-opted to the Board at its meeting of 9 March 2016. Her appointment will be put to the Annual General Meeting for ratification on 24 May 2016. Virginie Calmels is the deputy mayor of Bordeaux in charge of the Economy, Employment and Sustainable Growth, the Vice-President of the Bordeaux Metropolitan Area, a regional councillor, and group chair in the Aquitaine-Limousin-Poitou-Charentes region in France. In addition to being an elected official, Virginie Calmels is the chairwoman of the Supervisory Board of Euro Disney, a director and the chairwoman of the Remunerations Committee of Iliad (Free), and a director and member of the Audit Committee of Technicolor. She is also the founder and chairwoman of SHOWer company and the vice chairwoman of the Centre for Long Term Strategic Studies (CEPS) in France. Virginie Calmels began her career as an auditor at Salustro Reydel. Among other positions she was CFO of the Dutch startup Sky Gate BV (1999); CFO, COO and Co-Deputy CEO of Canal+ (2000-2002); CEO (from 2003) and chairwoman (from 2007) of Endemol France and COO (from 2012) of Endemol Monde. She left Endemol Monde in 2013. A French national, Virginie Calmels is a chartered accountant and an auditor; she is a graduate of Toulouse Business School and of the Advanced Management Program at INSEAD. INDEPENDENT DIRECTORS The AFEP-MEDEF Code sets out the following criteria for a director to be deemed independent: ● is not, and in the past five years has not been, an employee or executive director of the Company, or an employee or director of its parent company or a firm it controls; ● is not an executive director of a firm in which the Company is a corporate director, either directly or indirectly, or in which an employee appointed as such or an executive director of the Company (current or less than five years ago) is a director;

2.1.1.1 General information

NUMBER OF DIRECTORS In accordance with Article L. 225-17 par. 1 of the French Commercial Code, the Board comprises a minimum of three and a maximum of eighteen members elected for a renewable three-year term. As at 31 December 2015, the Board comprised four members, namely: ● Gilbert Lehmann, independent director (1) , Chairman of the Audit Committee and member of the Nominations and Remuneration Committee; ● Miriam Maes, independent director1, member of the Audit Committee and Chairwoman of the Nominations and Remunerations Committee; ● Salvepar, a company whose permanent representative is Vincent Favier, director and member of the Audit Committee and the Nominations and Remuneration Committee. To date, the Board comprises no members representing employees. However, in accordance with the Act of 17 August 2015 (known as the Rebsamen Act) requiring the management bodies of public limited companies to include employee representatives, an Extraordinary General Meeting is to be convened in 2017 within six months of the closing of the 2016 financial year to modify the Articles of Association in order to specify whether the Board will include one or more employee directors and how they will be appointed. The director(s) representing employees will take up their position(s) within six months of the Extraordinary General Meeting. Gilbert Vidal stepped down from the Board on 5 June 2015 and was not replaced at that time. Moreover, at the Board meeting of 27 February 2015, he was replaced as deputy managing director by Philippe Chevallier for a three-year term, effective from 5 June 2015. In order to align the duration of the term of office with the duration of the severance pay mentioned in section 2.2.2.2 of this Chapter, the Board, at its meeting of 9 March 2016, decided by unanimous vote to extend Philippe Chevallier’s term as Deputy CEO and CFO until the Annual General Meeting in 2020 called to approve the parent company and consolidated financial statements for the year ending 31 December 2019. GENDER BALANCE ON THE BOARD OF DIRECTORS As at 31 December 2015, the Board’s composition complied with the provisions applicable on that date of Act no. 2011-103 of 27 January ● Dominique Louis, Chairman and CEO;

2

(1) Independent member as defined by the AFEP-MEDEF Code.

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ASSYSTEM

FINANCIAL REPORT 2015