ASSYSTEM_Registration_Document_2017

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CORPORATE GOVERNANCE REPORT

BOARD OF DIRECTORS

SUMMARY TABLE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES

Nominations and Compensation Committee

Male/ Female

Start of first term of office

End of current term of office

Number of years on the Board

Audit Committee

Age

Dominique Louis Chairman & CEO

66

M 4 February 1994

2020 AGM

23

Chairman x

Gilbert Lehmann

72

M 3 May 2004

2020 AGM

13

x

Tikehau Capital (Vincent Favier)

49

M 22 May 2014

2020 AGM

4

x

x

Chair x

Miriam Maes

61 46

F F

12 May 2011 9 March 2016

2020 AGM 2020 AGM

7 2

x

Virginie Calmels

Number of meetings in 2017 Average attendance rate

12

7

1

93.33%

95.23%

100%

NUMBER OF DIRECTORS In accordance with paragraph 1 of Article L. 225-17 of the French Commercial Code, the Board comprises a minimum of three and a maximum of eighteen members elected for a renewable three-year term. At 31 December 2017, the Board comprised five members: ● Gilbert Lehmann, independent director (1) , Chairman of the Audit Committee and member of the Nominations and Compensation Committee. ● Miriam Maes, independent director (1) , member of the Audit Committee and Chair of the Nominations and Compensation Committee. ● Tikehau Capital (whose permanent representative is Vincent Favier), a corporate director and member of the Audit Committee and the Nominations and Compensation Committee. On 30 November 2017, the Board of Directors appointed Tikehau Capital to replace Salvepar as a director (as Salvepar had been merged into Tikehau Capital), for the remainder of Salvepar’s term of office, expiring at the Annual General Meeting to be called to approve the 2019 financial statements. The shareholders will be invited to ratify this appointment at the Annual General Meeting on 16 May 2018 (see Chapter 8 of this Registration Document). The Company does not currently have any directors representing employees. However, as a result of the French Act dated 17 August 2015 (the Rebsamen Act), public limited companies in France are now required to have employee representatives on their management bodies. Consequently, following the issue of the Group’s Works Council’s opinion on this matter on 10 March 2017, during the extraordinary session of the 16 May 2017 Annual General Meeting, the shareholders amended the Company's Articles of Association in order to (i) provide for the Board to include one or more employee representatives, depending on the size of the Board, i.e. one employee representative director if the Board has fewer than 12 members (which is currently the case for Assystem) or two employee representative directors if the Board has more ● Virginie Calmels, independent director (1) . ● Dominique Louis, Chairman & CEO.

than 12 members, and (ii) set the terms and conditions for appointing the employee representative director(s) (in Assystem's case, appointment by the Group Works Council). The director representing employees was supposed to take up office within six months of the 16 May 2017 Annual General Meeting. However, in view of the transfer of control of the GPS division that took place on 28 September 2017, the existing Group Works Council was automatically dissolved on 13 September 2017. A new Group Works Council is currently being formed and its scope will include ECP and BQG which were acquired in late 2017 (see Chapter 1). The Company plans to have an employee representative director on the Board by 30 June 2018. GENDER BALANCE ON THE BOARD OF DIRECTORS At 31 December 2017, at least 40% of the Board's members were women, in compliance with the requirement of French Act 2011-103 of 27 January 2011 relating to gender equality in the workplace and in particular to gender balance on Boards of Directors. INDEPENDENT DIRECTORS The AFEP-MEDEF Code states that in order for a director to be deemed independent they must not: ● be – or have been in the past five years – an employee or executive officer of the Company, or an employee, executive officer or director of its parent or an entity that is consolidated by its parent; ● be an executive officer of an entity in which the Company is a corporate director, either directly or indirectly, or in which an employee or executive officer of the Company (currently in office or having held such office in the past five years) holds a directorship; ● be a customer, supplier, investment banker or commercial banker:

● that is significant for the Company or the Group, or

● for which the Company or the Group represents a significant proportion of the entity's business.

(1) As defined in Article 8.5 of the November 2016 version of the AFEP-MEDEF Code.

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ASSYSTEM

REGISTRATION DOCUMENT 2017