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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,
Pursuant to the provisions of the Financial Security Act no. 2003-706
of 1 August 2003, I have the pleasure, as Chairman of the Board of
Directors, to 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 recommendations contained in
the AFEP-MEDEF Corporate Governance Code for Listed Companies,
revised in November 2015.
This report, together with the 2015 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 9 March 2016.
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 25% of the members of Assystem’s Board of
Directors at 31 December 2015.
The Board wished to comply in advance with the provisions applicable
in 2017 of the aforementioned Act, namely, that men and women
should each make up at least 40% of the Board. To this effect, Virginie
Calmels was co-opted to the Board at its meeting of 9 March 2016.
Her appointment will be put to the General Meeting of Shareholders
for ratification on 24 May 2016.
8.1.1
CONDITIONS FOR THE PREPARATION
AND ORGANISATION OF THE WORK
OF THE BOARD OF DIRECTORS –
CORPORATE GOVERNANCE
See Chapter 2 – Corporate Governance, section 2.1.2.
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 2015
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 2011 to 31 December 2015)
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 2015 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 DIRECTORS
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.
Remuneration of Gilbert Vidal
See Chapter 2 – Corporate Governance, section 2.2.2.
174
ASSYSTEM
FINANCIAL REPORT
2015