Assystem - 2015 Registration Document

CORPORATE GOVERNANCE THE BOARD OF DIRECTORS

Securities trading Code of Conduct and prevention of insider trading In compliance with the recommendations set out in the AMF General Regulation, members of the Board are required to disclose any trades they carry out in the Company’s securities and to refrain from trading in any Assystem securities they hold personally during the closed periods specified in the regulation. The modes of application are described in the revised Securities Trading Code of Conduct approved by the Board at its meeting of 9 February 2015, each executive director having declared in writing to have read it; moreover, every year the Company informs its executive directors of the dates on which it intends to publish quarterly or half-yearly information and the associated closed periods. This process applies to the Group’s senior executives who have access to confidential information, whether they are considered “permanent” or “occasional” insiders. Accordingly, the Company has compiled a list of insiders in accordance with Article L. 621-18-4 of the French Monetary and Financial Code. The details of “permanent insiders” on this list are systematically updated twice a year (on 31 July and 31 December) and details of “occasional insiders” are added to the list whenever necessary ( e.g. when a one-off or specific project requires the involvement of persons who will have access to inside information during the time they work on that project). CHANGES ON THE BOARD Apart from the changes mentioned in Chapter 2.1.1.1 above, no changes occurred in 2015 and none are expected in 2016.

RESPONSIBLE DIRECTORS Conflicts of interest

The Company is not aware of any potential conflict of interests between executive and non-executive directors’ duties to Assystem and their own personal interests and/or other obligations. Furthermore, to the best of the Company’s knowledge, none of its executive directors: ● has been associated with a bankruptcy, receivership or liquidation in the past five years; ● has been publicly and officially incriminated and/or sanctioned by statutory or regulatory authorities (including professional bodies); ● has been disqualified by a court from acting as a member of an administrative, management or supervisory body of an issuer or from taking part in the management or conduct of the business of any issuer in the past five years. Lastly, there are no family ties between the members of the Board. ● has been convicted of fraud in the past five years;

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2.1.1.2 Information on executive directors

Provisions of the AFEP-MEDEF Code not applied

Explanation

The AFEP-MEDEF Code recommends the staggering of terms of office in order to avoid re-electing all directors at the same time and to promote a smooth transition of directors.

Members of the Board of Directors of Assystem are elected for a three-year term but these terms are not staggered. Consequently, all of the Board’s members were re-elected in May 2014. The Company’s position was based on the underlying principles of the Articles of Association and the Rules of Procedure governing the Board’s composition. As Assystem has a majority shareholder, the above principles guarantee fair and collective representation of all shareholders and the best interests of the Company, particularly in view of the presence of independent directors. It was therefore not considered useful to stagger terms of office.

The AFEP-MEDEF Code recommends that directors use their directors’ fees to purchase a significant number of shares in the Company.

Implementation of this recommendation will be included as an agenda item at a Board meeting in 2016.

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ASSYSTEM

FINANCIAL REPORT 2015