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REPORTS OF THE BOARD OF DIRECTORS
8
REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS
8.1
REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS
On the preparation and organisation of the Board of Directors’ work
and the Company’s internal control and risk management procedures
To the Shareholders,
In accordance with the French Financial Security Act (Act no. 2003-
706 of 1 August 2003), in my capacity as Chairman of the Board of
Directors, I hereby report to you on the preparation and organisation of
the Board’s work, the Company’s internal control and risk management
procedures and the implementation of the recommendations contained
in the AFEP-MEDEF Corporate Governance Code for Listed Companies,
as revised in November 2016.
This report, which is appended to the 2016 management report, has
been prepared in accordance with Article L. 225-37 of the French
Commercial Code and was presented to the Board of Directors
on 7 March 2017. The Statutory Auditors have prepared a report
setting out their comments on the information contained in this report
regarding internal control and risk management procedures relating to
the preparation and processing of accounting and financial information.
Finally, pursuant to French Act no. 2011-103 of 27 January 2011
concerning the balanced representation of men and women on Boards
of Directors and gender equality in the workplace, I hereby disclose
that women represented 40% of the members of Assystem’s Board of
Directors at 31 December 2016.
8.1.1
PREPARATION AND ORGANISATION OF
THE WORK OF THE BOARD OF DIRECTORS
– CORPORATE GOVERNANCE
See Chapter 2 – Corporate Governance, Section 2.1.2.1
8.1.1.1
The Board of Directors
See Chapter 2 – Corporate Governance, Section 2.1
OFFICES AND POSTS HELD BY MEMBERS OF ASSYSTEM’S BOARD
OF DIRECTORS AT 31 DECEMBER 2016
See Chapter 2 – Corporate Governance, Section 2.1.1.
OFFICES AND POSTS HELD BY MEMBERS OF ASSYSTEM’S BOARD
OF DIRECTORS IN THE PAST FIVE YEARS (1 JANUARY 2012
TO 31 DECEMBER 2016)
See Chapter 2 – Corporate Governance, Section 2.1.1.2.
8.1.1.2
Securities Trading Code of Conduct
See Chapter 2 – Corporate Governance, Section 2.1.1.1.
8.1.1.3
Conflicts of interest
See Chapter 2 – Corporate Governance, Section 2.1.1.1.
8.1.1.4
Remuneration and benefits in kind granted
by the Company and other Group entities
during 2016 to members of the administrative,
management and supervisory bodies in office
8.1.1.4.1 REMUNERATION OF MEMBERS OF THE BOARD OF DIRECTORS
See Chapter 2 – Corporate Governance, Section 2.2.1.
8.1.1.4.2 REMUNERATION OF EXECUTIVE OFFICERS
Remuneration of Dominique Louis
See Chapter 2 – Corporate Governance, Section 2.2.2.
Remuneration of Philippe Chevallier
See Chapter 2 – Corporate Governance, Section 2.2.2.
The principles and components of the remuneration and benefits of
the Company’s executive officers for 2017 are set out in Chapter 2,
Section 2.2.2.2 of this Registration Document.
8.1.2
IMPLEMENTATION OF THE
RECOMMENDATIONS CONTAINED IN THE
AFEP-MEDEF CORPORATE GOVERNANCE
CODE FOR LISTED COMPANIES
(AS REVISED IN NOVEMBER 2016)
The Assystem Group has elected to apply the recommendations
contained in the AFEP-MEDEF Corporate Governance Code for Listed
Companies (as revised in November 2016).
The Group has not identified any areas of non-compliance with
this Code, other than those described in Chapter 2 on Corporate
Governance. In addition, it has assessed the Board of Directors’ work,
based on a questionnaire completed by each Board member, the results
of which are detailed in Section 2.1.2.1.
The application of the recommendations and provisions concerning the
remuneration of directors (executive and non-executive) is described in
Chapter 2 – Corporate Governance.
The effects of climate change and the measures taken by the Company
to reduce these effects are set out in Chapter 4 of this Registration
Document (particularly Sections 4.1 and 4.6.3.2).
8.1.3
INTERNAL CONTROL PROCEDURES
The Group’s internal control system comprises a combination of
resources, procedures, behavioural standards and actions adapted to
the specific features of each Group company and to the Group as a
whole. This overall system:
●
helps the Group manage its business activities, the effectiveness of
its operations and the efficient use of its resources;
●
is designed to enable the Group to appropriately factor in the
significant risks to which it is exposed (operational, financial and
compliance-related risks).
ASSYSTEM
REGISTRATION DOCUMENT
2016
164