Assystem - 2015 Registration Document

REPORTS OF THE BOARD OF DIRECTORS

REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS

8.1.2

IMPLEMENTATION OF THE RECOMMENDATIONS CONTAINED IN THE AFEP-MEDEF CORPORATE GOVERNANCE CODE FOR LISTED COMPANIES (AS REVISED IN NOVEMBER 2015)

The Group’s internal control system concerns all fully consolidated subsidiaries controlled by the Group. The summary information set out in this report relating to Assystem’s internal control procedures is centred on significant elements that could have an impact on the financial and accounting information published by the Group. The Assystem Group has chosen to apply the internal control framework recommended by the AMF in its recommendation no. 2015-01 issued on 12 January 2015. The existing internal control procedures in place within the Group, and in particular those relating to the preparation and processing of accounting and financial information, are broken down on the basis of the five main components of internal control (see paragraph 3.3 of this Chapter). This report also describes the procedures developed in order to identify, analyse and manage risks. See the risk factors section in Chapter 5 for further information on the Group’s risks. 8.1.3.1 Internal control players and organisation of internal control procedures The Company has a full set of measures in place intended to control and reduce any risks that could prevent it from achieving its objectives. These measures take the form of procedures, instructions, supervisory arrangements, authorisations, delegations of responsibility, etc. This system covers the entire scope of the Group: divisions, business units, legal entities, countries, divisions, departments and services and covers all business processes. It forms an integrated framework. Assystem’s Board of Directors is ultimately responsible for ensuring that the internal control system is implemented properly and functions effectively. Since it is responsible for initiating and spearheading the Group’s clearly-expressed strategy of deploying an integrated internal control system, Assystem’s management team is the system’s owner. However, all Group players are part-owners in the sense that they are the agents and custodians of the system. Assystem’s various operations are carried out by project teams that work closely with their clients in order to deliver appropriate solutions in a rapid timeframe. In order to ensure the requisite responsiveness and enable each profit centre manager to take the necessary decisions a decentralised organisational structure has been put in place within the operating units.

The Assystem Group has elected to apply the recommendations contained in the AFEP-MEDEF Corporate Governance Code for Listed Companies (as revised in November 2015). The Group has not identified any areas of non-compliance with this Code, apart from those described in Chapter 2 on Corporate Governance. In addition, it has assessed the Board of Directors’ work, based on a questionnaire completed by each Board member, the results of which are detailed in section 2.1.2.1. The application of the recommendations and provisions concerning the remuneration of directors (executive and non-executive) is described in Chapter 2 – Corporate Governance. INTERNAL CONTROL PROCEDURES The Group’s internal control system comprises a combination of resources, procedures, behavioural standards and actions adapted to the specific features of each Group company and to the Group as a whole. This overall system: ● helps the Group manage its business activities, the effectiveness of its operations and the efficient use of its resources; ● is designed to enable the Group to appropriately factor in the significant risks to which it is exposed (operational, financial and compliance-related risks). The purpose of internal control is to ensure: ● compliance with the applicable legislation and regulations; ● the application of instructions and guidelines stipulated by the Board of Directors; ● the smooth functioning of each entity’s internal procedures, in particular those designed to take into account risks encountered in their activity and consequently, safeguard assets; However, internal control cannot provide an absolute guarantee that Assystem’s objectives will be met, as any internal control system has inherent limitations. These limitations are due to various factors, such as uncertainties in the external environment, the exercise of judgment, or the cost/benefit relationship of setting up new control mechanisms. 8.1.3 ● the reliability of financial information.

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ASSYSTEM

FINANCIAL REPORT 2015