Assystem - 2015 Registration Document

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CORPORATE GOVERNANCE THE BOARD OF DIRECTORS

2.1.2.2 Work of the Board of directors in 2015

draft report of the Chairman of the Board on the work of the Board and internal control procedures; ● the review of all draft financial communications and dossiers for presentation to the SFAF (French Society of Financial Analysts). More specifically the Audit Committee: ● on 29 January 2015, examined the 2015 budget and presented the conclusions of the tax audit of Assystem France and AEOS; ● on 9 February 2015, examined the draft financial press release on 2014 revenue; ● on 6 March 2015, examined the presentation of the annual and consolidated financial statements for 2014, examined the calculation of the variable remuneration of Group executives for 2014, examined the summary of the audit and internal control for 2014, and examined the proposed audit and internal control for 2015; ● on 29 April 2015, examined the reporting at 31 March 2015 and the draft financial press release on Q1 2015 revenue; ● on 29 July 2015, examined the draft financial press release on HY1 2015 revenue; ● on 7 September 2015, examined the Group consolidated financial statements and the interim financial report at 30 June 2015, and examined the draft press release on the interim results at 30 June 2015 and the related SFAF presentation; ● on 3 November 2015, the Audit Committee examined the draft financial press release on Q3 2015 revenue. THE NOMINATIONS AND REMUNERATION COMMITTEE The Committee met four times in 2015 with an attendance rate of 100% in order to: ● on 27 February 2015, examine the proposed (i) removal of Gilbert Vidal as deputy managing director and payment of severance pay to him on the basis of the (non)fulfilment of performance conditions, and (ii) appointment of Philippe Chevallier as Deputy CEO and CFO; ● on 6 March 2015, examine and approve (i) the calculation of the variable remuneration of members of the Executive Committee for 2014, (ii) the independence criteria of Board members based on the AFEP-MEDEF Code, (iii) the ten highest remunerations in the Group, and (iv) the budget for directors’ fees for 2015; ● on 29 April 2015, examine and approve (i) the criteria for determining the variable remuneration of the five members of the Group’s Management team for 2015, (ii) the change in the terms of employment of Philippe Chevallier following his appointment as Deputy CEO and CFO from 5 June 2015, and (iii) the distribution of directors’ fees for 2015; ● on 3 November 2015, examine the distribution of directors’ fees for 2015.

THE BOARD OF DIRECTORS The Board met eight times in 2015 with an average attendance rate of 97.5%. It mainly dealt with: ● the recurring matters of annual and consolidated financial statements, interim financial statements, quarterly revenue, off-balance sheet commitments, earnings and trading forecasts, the re-election of Board members (details below), the remuneration of executives, the renewal/approval of related party agreements, the self-assessment of Board members, the distribution of directors’ fees, sureties, deposits, and guarantees; ● increases in share capital by placing on record the exercise of stock warrants following the Board’s use of the authorisation given it by the Annual General Meeting; ● changes in the Group’s strategy and planned external growth. More specifically the Board: ● on 19 January 2015, approved and authorised the signing of rider 1 to the credit agreement signed on 16 December 2013; ● on 27 February 2015, (i) removed Gilbert Vidal as deputy managing director effective from 5 June 2015, (ii) authorised the payment to Gilbert Vidal of €800,000 in executive severance pay on the basis of the fulfilment of performance conditions, and (iii) appointed Philippe Chevallier as Deputy CEO and CFO to replace Gilbert Vidal effective from 5 June 2015 for a three-year term; ● on 6 March 2015, approved the annual and consolidated financial statements for the year ended 31 December 2014 as well as the terms of the management report; ● on 5 June 2015, (i) noted the removal of Gilbert Vidal as deputy managing director effective from said date, (ii) took note of the resignation of Gilbert Vidal as a director of the Company and from all his posts at Assystem, and (iii) took note of the ending of the employment contract of Philippe Chevallier and set his remuneration as Deputy CEO and CFO; ● on 7 September 2015, approved and authorised the signing of rider 2 to the credit agreement signed on 16 December 2016. THE AUDIT COMMITTEE The Audit Committee met seven times in 2015 with an attendance rate of 100%. It mainly dealt with: ● the recurring matters of the forecast budget for the year, changes in cash flow, the annual and consolidated financial statements (see below), the analysis of risk and provisions, and the examination of the

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ASSYSTEM

FINANCIAL REPORT 2015