Assystem - Registration Document 2016

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CORPORATE GOVERNANCE 2
For corporate governance matters, the Company refers to the AFEP-
MEDEF Code of Corporate Governance (the “AFEP-MEDEF Code” or
references to this Code).
Under the “Comply or Explain”, rule set out in Article L. 225-37 of the
French Commercial Code and Article 27.1 of the AFEP-MEDEF Code,
in general the Company considers that its practices comply with the
recommendations contained in the Code, although it does not apply all
of the Code’s recommendations. The recommendations it has elected not
to follow are set out at the beginning of each sub-chapter in question,
together with the reasons why.
On 22 May 2014, Assystem was converted into a société anonyme
(public limited company) with a Board of Directors chaired by Dominique
Louis, Chairman & CEO.
The Board is guided in its work by its Rules of Procedure which
define its modus operandi and include the Securities Trading Code of
Conduct. The Board regularly reviews its Rules of Procedure in order
to ensure that they are continually in compliance with the applicable
laws and regulations. The latest update was carried out by the Board
on 1 February 2017 in order to align the Rules with European Union
Regulation no. 596/2014 dated 16 April 2014 on market abuse and
its implementing legislation, which entered into force on 3 July 2016.
The Group’s new governance structure – adopted based on the industry
benchmark – is in line with the recommendations of the AFEP-MEDEF
Code and with SBF 250 best practices. It offers a form of governance
that is tightly structured around Management, acting under the oversight
of three independent directors who ensure a balance of power. This
balance is enhanced by the fact that the powers of the Chairman & CEO
and the CFO & Deputy CEO are delineated by the Rules of Procedure
and the nominating decisions that fall within the remit of the Board.
Assystem’s governance structure is also intended to simplify the decision-
making process, accelerate the implementation of the Group’s strategy,
strengthen the Board’s accountability, and create closer ties between
the Board and Management.
In addition, the Board has two specialised committees – the Audit
Committee and a Nominations and Remuneration Committee, each with
its own rules of procedure. These two Committees, whose meetings are
not attended by the Chairman & CEO, further strengthen the balance
of power.
At 31 December 2016, the Group’s Management team was headed by
Dominique Louis (Chairman & CEO) and comprised Philippe Chevallier
(CFO & Deputy CEO), Stéphane Aubarbier (Executive Vice-President,
Energy & Infrastructure), David Bradley (Executive Vice-President, Global
Product Solutions) and Gérard Brescon (Executive Vice-President, Human
Resources).
In the two main Sections that make up this Chapter one covers the
Board itself (Section 2.1) and the other the remuneration of Company
officers (Section 2.2 ).
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