Assystem - 2015 Registration Document

CORPORATE GOVERNANCE

REMUNERATION AND BENEFITS IN KIND GRANTED BY THE COMPANY AND OTHER GROUP ENTITIES IN 2015 TO MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES IN OFFICE

2.2 REMUNERATION AND BENEFITS IN KIND GRANTED BY THE COMPANY AND OTHER GROUP ENTITIES IN 2015 TO MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES IN OFFICE

Recommendation of the AFEP-MEDEF Code not applied by Assystem

Explanation

2

Supplementary pension schemes with defined benefits must be subject to the condition that the beneficiary is an officer or employee of the Company when claiming his or her pension rights pursuant to the applicable rules.

Not applicable as pension schemes are based on defined contributions and not on defined benefits.

Hedging instruments for free shares.

To be applied in 2016.

2.2.1

REMUNERATION OF MEMBERS OF THE BOARD OF DIRECTORS

However, at its meeting of 29 April 2015, the Board, after a close study of Vincent Favier’s situation following his appointment as CEO of Ecoslops from 6 April 2015, authorised that he should also be remunerated in his capacity as Salvepar’s permanent representative. The Combined Ordinary and Extraordinary General Meeting of 22 May 2015 set the total amount of directors’ fees paid out to members of the Board at €155,000 for 2015. At its meeting of 3 November 2015, the Board approved the distribution of directors’ fees proposed by the Nominations and Remuneration Committee. These fees were paid on 2 December 2015.

The remuneration of directors in the form of directors’ fees takes into account their attendance at Board and Committee meetings on the one hand and their level of responsibility on the other. Following the new governance structure approved by shareholders at the Combined Ordinary and Extraordinary General Meeting held on 22 May 2014, the Board, at its first meeting on 22 May 2014, indicated that the rules governing the distribution of directors’ fees would remain unchanged and specified that only independent directors would be remunerated.

Details of the remunerations paid in 2014 and 2015 for those two years are provided in the following table:

Paid in 2014 for 2014 (in euros)

Paid in 2015 for 2015 (in euros)

Company

Title

Michel Combes

Chairman of the Supervisory Board until 22 May 2014

28,796.93

–

Member of the Supervisory Board and Chairman of the Remuneration Committee until 22 May 2014 Chairman of the Audit Committee and Deputy Chairman of the Supervisory Board until 22 May 2014 Director, Chairman of the Audit Committee and member of the Nominations and Remuneration Committee since 22 May 2014 Member of the Supervisory Board, the Audit Committee and the Remuneration Committee until 22 May 2014 Member of the Supervisory Board and the Audit Committee until 22 May 2014 Member of the Supervisory Board and the Remuneration Committee until 22 May 2014 Director, Chairwoman of the Nominations and Remuneration Committee and member of the Audit Committee since 22 May 2014

Stanislas Chapron

14,398.46

–

Gilbert Lehmann

47,638.95

63,409.00

Armand Carlier Pierre Guenant

14,398.46 11,998.98

– –

Miriam Maes

34,119.72 2,111.77 9,598.98

49,318.00

Martine Griffon-Fouco Member of the Supervisory Board until 10 February 2014

– –

Bruno Angles

Member of the Supervisory Board until 22 May 2014

Director, member of the Audit Committee and member of the Nominations and Remuneration Committee

Salvepar

N/A

42,273.00

Vincent Favier TOTAL PROVISIONS

Permanent representative of SALVEPAR

–

–

163,062.25 155,000.00

Other remuneration Martine Griffon-Fouco Services agreement *

30,081.65

–

* Lobbying services and development support for stakeholders in the energy and nuclear industry and support for key account development teams.

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ASSYSTEM

FINANCIAL REPORT 2015