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CORPORATE GOVERNANCE
2
THE BOARD OF DIRECTORS
RESPONSIBLE DIRECTORS
Conflicts of interest
The Company is not aware of any potential conflict of interests between
executive and non-executive directors’ duties to Assystem and their own
personal interests and/or other obligations.
Furthermore, to the best of the Company’s knowledge, none of its
executive directors:
●
has been convicted of fraud in the past five years;
●
has been associated with a bankruptcy, receivership or liquidation
in the past five years;
●
has been publicly and officially incriminated and/or sanctioned by
statutory or regulatory authorities (including professional bodies);
●
has been disqualified by a court from acting as a member of an
administrative, management or supervisory body of an issuer or from
taking part in the management or conduct of the business of any
issuer in the past five years.
Lastly, there are no family ties between the members of the Board.
Securities trading Code of Conduct and prevention of insider trading
In compliance with the recommendations set out in the AMF General
Regulation, members of the Board are required to disclose any trades
they carry out in the Company’s securities and to refrain from trading in
any Assystem securities they hold personally during the closed periods
specified in the regulation.
The modes of application are described in the revised Securities Trading
Code of Conduct approved by the Board at its meeting of 9 February
2015, each executive director having declared in writing to have read
it; moreover, every year the Company informs its executive directors
of the dates on which it intends to publish quarterly or half-yearly
information and the associated closed periods.
This process applies to the Group’s senior executives who have access
to confidential information, whether they are considered “permanent”
or “occasional” insiders.
Accordingly, the Company has compiled a list of insiders in accordance
with Article L. 621-18-4 of the French Monetary and Financial Code.
The details of “permanent insiders” on this list are systematically updated
twice a year (on 31 July and 31 December) and details of “occasional
insiders” are added to the list whenever necessary (
e.g.
when a one-off
or specific project requires the involvement of persons who will have
access to inside information during the time they work on that project).
CHANGES ON THE BOARD
Apart from the changes mentioned in Chapter 2.1.1.1 above, no
changes occurred in 2015 and none are expected in 2016.
2.1.1.2
Information on executive directors
Provisions of the AFEP-MEDEF Code not applied
Explanation
The AFEP-MEDEF Code recommends the staggering of terms of office
in order to avoid re-electing all directors at the same time and to promote
a smooth transition of directors.
Members of the Board of Directors of Assystem are elected for a three-year
term but these terms are not staggered. Consequently, all of the Board’s
members were re-elected in May 2014. The Company’s position was based
on the underlying principles of the Articles of Association and the Rules of
Procedure governing the Board’s composition. As Assystem has a majority
shareholder, the above principles guarantee fair and collective representation
of all shareholders and the best interests of the Company, particularly in view
of the presence of independent directors. It was therefore not considered useful
to stagger terms of office.
The AFEP-MEDEF Code recommends that directors use their directors’ fees
to purchase a significant number of shares in the Company.
Implementation of this recommendation will be included as an agenda item
at a Board meeting in 2016.
17
ASSYSTEM
FINANCIAL REPORT
2015