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CORPORATE GOVERNANCE

2

REMUNERATION AND BENEFITS IN KIND GRANTED BY THE COMPANY AND OTHER GROUP ENTITIES

IN 2015 TO MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES IN OFFICE

2.2

REMUNERATION AND BENEFITS IN KIND GRANTED BY THE

COMPANY AND OTHER GROUP ENTITIES IN 2015 TO MEMBERS

OF THE ADMINISTRATIVE AND MANAGEMENT BODIES IN OFFICE

Recommendation of the AFEP-MEDEF Code not applied by Assystem

Explanation

Supplementary pension schemes with defined benefits must be subject to the condition

that the beneficiary is an officer or employee of the Company when claiming

his or her pension rights pursuant to the applicable rules.

Not applicable as pension schemes are based on defined

contributions and not on defined benefits.

Hedging instruments for free shares.

To be applied in 2016.

2.2.1

REMUNERATION OF MEMBERS

OF THE BOARD OF DIRECTORS

The remuneration of directors in the form of directors’ fees takes into

account their attendance at Board and Committee meetings on the one

hand and their level of responsibility on the other.

Following the new governance structure approved by shareholders

at the Combined Ordinary and Extraordinary General Meeting held

on 22 May 2014, the Board, at its first meeting on 22 May 2014,

indicated that the rules governing the distribution of directors’ fees

would remain unchanged and specified that only independent directors

would be remunerated.

However, at its meeting of 29 April 2015, the Board, after a close

study of Vincent Favier’s situation following his appointment as CEO

of Ecoslops from 6 April 2015, authorised that he should also be

remunerated in his capacity as Salvepar’s permanent representative.

The Combined Ordinary and Extraordinary General Meeting of 22 May

2015 set the total amount of directors’ fees paid out to members of the

Board at €155,000 for 2015.

At its meeting of 3 November 2015, the Board approved the distribution

of directors’ fees proposed by the Nominations and Remuneration

Committee. These fees were paid on 2 December 2015.

Details of the remunerations paid in 2014 and 2015 for those two years are provided in the following table:

Company

Title

Paid in 2014

for 2014

(in euros)

Paid in 2015

for 2015

(in euros)

Michel Combes

Chairman of the Supervisory Board until 22 May 2014

28,796.93

Stanislas Chapron

Member of the Supervisory Board and Chairman of the Remuneration Committee

until 22 May 2014

14,398.46

Gilbert Lehmann

Chairman of the Audit Committee and Deputy Chairman of the Supervisory Board

until 22 May 2014

Director, Chairman of the Audit Committee and member of the Nominations and Remuneration

Committee since 22 May 2014

47,638.95

63,409.00

Armand Carlier

Member of the Supervisory Board, the Audit Committee and the Remuneration Committee

until 22 May 2014

14,398.46

Pierre Guenant

Member of the Supervisory Board and the Audit Committee until 22 May 2014

11,998.98

Miriam Maes

Member of the Supervisory Board and the Remuneration Committee until 22 May 2014

Director, Chairwoman of the Nominations and Remuneration Committee and member

of the Audit Committee since 22 May 2014

34,119.72

49,318.00

Martine Griffon-Fouco Member of the Supervisory Board until 10 February 2014

2,111.77

Bruno Angles

Member of the Supervisory Board until 22 May 2014

9,598.98

Salvepar

Director, member of the Audit Committee and member of the Nominations and Remuneration

Committee

N/A

42,273.00

Vincent Favier

Permanent representative of SALVEPAR

TOTAL

PROVISIONS

163,062.25 155,000.00

Other remuneration

Martine Griffon-Fouco Services agreement *

30,081.65

* Lobbying services and development support for stakeholders in the energy and nuclear industry and support for key account development teams.

29

ASSYSTEM

FINANCIAL REPORT

2015