Assystem - Registration Document 2016

CORPORATE GOVERNANCE

THE BOARD OF DIRECTORS

2.1.2

CONDITIONS FOR THE PREPARATION

AND ORGANISATION OF THE WORK

OF THE BOARD OF DIRECTORS

2.1.2.1

General information on the duties and work

of the Board of Directors

In accordance with the Company’s Articles of Association and the Board

of Directors’ Rules of Procedure, the Board meets as often as required

in the interests of the Company and at least four times a year.

The Board determines the strategic, economic and financial agendas for

Assystem’s business activities and oversees their implementation. On the

initiative of its Chairman, it examines all matters relating to the proper

running of Assystem and makes all decisions – notably of a strategic

nature – regarding the Company, within the limits of the corporate

purpose and subject to the powers expressly vested in Shareholders’

Meetings. In particular, this covers all Assystem’s strategic decisions.

The Board has sole discretion for deciding how Assystem’s executive

management should be carried out and who should head the executive

management team. This person, who is accountable to the Board, may

be the Chairman of the Board or another individual appointed by the

Board as Chief Executive Officer.

As stated at the beginning of this Chapter, the Board has set up two

specialised Committees with consultative powers tasked with studying

and preparing issues to be discussed and decided on by the Board.

These Committees are:

●

Audit Committee

, responsible for assisting the Board in carrying

out its financial and audit-related duties and responsibilities. In

particular, this Committee’s duties include:

●

examining the interim and annual parent company and consolidated

financial statements, management reports and trading and earnings

statements,

●

verifying compliance with the accounting standards used in the

parent company and consolidated financial statements,

●

ensuring that the internal procedures for compiling and verifying

data are properly applied,

●

inspecting the quality and relevance of the information disclosed

to shareholders,

●

examining and issuing recommendations on the Company’s

procedures for selecting its Statutory Auditors, and particularly

on how the auditors are chosen and the conditions applicable

to their fees,

●

analysing the annual audit plans drawn up by the Statutory Auditors,

●

reviewing the Board’s annual report on the Group’s risk exposure,

particularly concerning financial and litigation risks, and significant

off-balance sheet commitments;

●

Nominations and Remuneration Committee

, responsible for

submitting proposals to the Board on the election and re-election of

Board members and the appointment or re-appointment of any future

CEO and members of the Audit Committee. It is kept informed by the

Chairman of the Board of the appointment of other Group executives.

Furthermore, the Committee makes recommendations to the Board

on the amount of directors’ fees to be submitted for approval at the

Annual General Meeting and how these fees should be allocated

among Board members. It may also submit proposals to the Board on

the remuneration of certain Company officers and, at the request of

the Chairman of the Board, may issue an opinion on which methods

to use for calculating remuneration for Company executives.

In order for the Board to properly perform its duties, prior to its meetings

it is regularly and fully advised of matters submitted to it covering all

agenda items, and particularly the running of the Company. In this

respect, the Board’s Rules of Procedure specify that:

●

it is the responsibility of the Chairman of the Board to decide on

the agenda for each Board meeting and to send this agenda to all

Board members in a timely fashion and by any appropriate means;

●

information about the agenda items must be sent on a timely basis

to members prior to Board and Committee meetings;

●

in exceptional cases the Board is authorised to hold its meetings by

videoconference or any other means of telecommunication.

In compliance with the AFEP-MEDEF Code, the Board conducts an

annual review of its operating procedures, its organisational structure

and its membership structure. A formal review must also be carried out

at least once every three years.

Accordingly, on 1 February 2017, a self-assessment questionnaire about

the Board was submitted to its members. The questionnaire covered

the Board’s organisational structure and operating procedures, the

relationship between the Board and Management, an appraisal of

the Company’s governance structure, and an evaluation of individual

contributions to the work of the Board and its Committees. In general,

all of the directors thought that the Board’s organisational structure

was appropriate and in line with market practices. They felt that the

presentations given and the discussions held demonstrated the Board’s

spirit of cooperation and its collegiate nature. All of the directors

considered relations between Management and the Board to be good,

and most of the directors deemed that they had a good understanding

of the Company’s business activities, goals and challenges. They felt

that there were good-quality, regular discussions and contacts outside

of Board meetings between the directors themselves and between the

Board and Management.

A number of areas for improvement were identified, however, such

as holding more frequent discussions with operations staff to more

effectively monitor strategy and the running of the Company.

2.1.2.2

Work of the Board of Directors and the Board

Committees in 2016

THE BOARD OF DIRECTORS

The Board met seven times in 2016 with an average attendance rate

of 97.14%. During these meetings the main topics addressed by the

Board were as follows:

●

recurring matters, including the parent company and consolidated

financial statements, the interim financial statements, quarterly revenue,

earnings and trading forecasts, the election/re-election of Board

ASSYSTEM

REGISTRATION DOCUMENT

2016