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

authorised the payment to Gilbert Vidal of severance pay of €800,000 on the basis of the fulfilment of the performance conditions mentioned above. Furthermore, the Board decided to give Gilbert Vidal, for a period of one year from 5 June 2015, health insurance cover similar to that which he enjoyed at the Company. The Board of Directors’ decision of 27 February 2015 was published on the Company’s website. On 5 June 2015, the Board noted the removal of Mr. Gilbert Vidal as deputy managing director. Mr. Gilbert Vidal received no variable remuneration for 2015. On 1 September 2015, GV Finance Conseils, represented by Gilbert Vidal, and Assystem SA signed an assistance and services agreement for the provision of legal, tax and M&A consulting services over the period 1 September 2015 to 26 February 2016 for a total lump sum of seventy-seven thousand five hundred euros (€77,500).

authorised severance pay of €800,000 due, except in cases of gross or wilful misconduct, to Gilbert Vidal in the event of his dismissal, taking into account changes in the scope of the Company, increases in his remuneration since the severance pay amount was first set, and new duties assumed. At its meeting of 22 May 2014, the Board also renewed the performance conditions tied to the severance pay; these conditions will be assessed at Group level and are: ● the certification, without major reservations and within the legal deadlines, of the consolidated financial statements of the five years preceding his departure from the Company; ● an average ROCE of at least 6% over the last three financial years. At its meeting of 27 February 2015, the Board decided to remove Gilbert Vidal from his post as deputy managing director; nonetheless, he was asked to remain at his post during and for the requirements of a transition period lasting until the evening of 5 June 2015, which Mr. Gilbert Vidal agreed to do. At the same meeting, the Board

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TABLE 1 – SUMMARY OF REMUNERATION DUE AND STOCK OPTIONS AND PERFORMANCE SHARES AWARDED TO EACH EXECUTIVE DIRECTOR

Dominique Louis Chairman and Chief Executive Officer

2014

2015

Remuneration paid for the year (detailed in table 2)

€179,833

€253,600

Valuation of multiyear variable remuneration granted during the year Valuation of options granted during the year (detailed in table 4) Valuation of performance shares awarded during the year (detailed in table 6)

None None None

None None None

TOTAL PROVISIONS

€179,833

€253,600

Philippe Chevallier Deputy CEO and CFO from 5 June 2015

2014

2015

Remuneration paid for the year (detailed in table 2)

– – – – –

€296,855

Valuation of multiyear variable remuneration granted during the year Valuation of options granted during the year (detailed in table 4) Valuation of performance shares awarded during the year (detailed in table 6)

None None None

TOTAL PROVISIONS

€296,855

Gilbert Vidal Deputy managing director until 5 June 2015 Remuneration paid for the year (detailed in table 2)

2014

2015

€391,100

€1,184,915

Valuation of multiyear variable remuneration granted during the year Valuation of options granted during the year (detailed in table 4) Valuation of performance shares awarded during the year (detailed in table 6)

None None None

None None None

TOTAL PROVISIONS

€391,100 €1,184,915

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ASSYSTEM

FINANCIAL REPORT 2015