Assystem - 2015 Registration Document

8

REPORTS OF THE BOARD OF DIRECTORS

REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS

8.1 REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS

8.1.1

CONDITIONS FOR THE PREPARATION AND ORGANISATION OF THE WORK OF THE BOARD OF DIRECTORS – CORPORATE GOVERNANCE

On the preparation and organisation of the Board of Directors’ work and the Company’s internal control and risk management procedures

To the shareholders, Pursuant to the provisions of the Financial Security Act no. 2003-706 of 1 August 2003, I have the pleasure, as Chairman of the Board of Directors, to report to you on the preparation and organisation of the Board’s work, the Company’s internal control and risk management procedures and the implementation of recommendations contained in the AFEP-MEDEF Corporate Governance Code for Listed Companies, revised in November 2015. This report, together with the 2015 management report, has been prepared in accordance with Article L. 225-37 of the French Commercial Code and was presented to the Board of Directors on 9 March 2016. The Statutory Auditors have prepared a report setting out their comments on the information contained in this report regarding internal control and risk management procedures relating to the preparation and processing of accounting and financial information. Finally, pursuant to French Act no. 2011-103 of 27 January 2011 concerning the balanced representation of men and women on Boards of Directors and gender equality in the workplace, I hereby disclose that women represented 25% of the members of Assystem’s Board of Directors at 31 December 2015. The Board wished to comply in advance with the provisions applicable in 2017 of the aforementioned Act, namely, that men and 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 General Meeting of Shareholders for ratification on 24 May 2016.

See Chapter 2 – Corporate Governance, section 2.1.2.

8.1.1.1 The Board of Directors See Chapter 2 – Corporate Governance, section 2.1 Offices and posts held by members of Assystem’s Board of Directors at 31 December 2015 See Chapter 2 – Corporate Governance, section 2.1.1. Offices and posts held by members of Assystem’s Board of Directors in the past five years (1 January 2011 to 31 December 2015) See Chapter 2 – Corporate Governance, section 2.1.1.2. 8.1.1.2 Securities trading Code of Conduct See Chapter 2 – Corporate Governance, section 2.1.1.1. 8.1.1.3 Conflicts of interest See Chapter 2 – Corporate Governance, section 2.1.1.1.

8.1.1.4 Remuneration and benefits in kind granted by the Company and other group entities

during 2015 to members of the administrative, management and supervisory bodies in office

8.1.1.4.1 REMUNERATION OF MEMBERS OF THE BOARD OF DIRECTORS See Chapter 2 – Corporate Governance, section 2.2.1. 8.1.1.4.2 REMUNERATION OF EXECUTIVE DIRECTORS Remuneration of Dominique Louis See Chapter 2 – Corporate Governance, section 2.2.2. Remuneration of Philippe Chevallier See Chapter 2 – Corporate Governance, section 2.2.2. Remuneration of Gilbert Vidal See Chapter 2 – Corporate Governance, section 2.2.2.

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ASSYSTEM

FINANCIAL REPORT 2015