TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4.2 Remuneration of directors and executive officers

4.2.4 Remuneration policy applicable to executive officers for 2018

a. General principles The Group’s remuneration policy for senior executives (including executive officers) is constructed and set to meet the Group’s needs. It is designed and aimed at supporting the Group’s long- term strategy. It also seeks to align the interests of the employees concerned with those of the shareholders as it establishes a link between performance and remuneration while guaranteeing a competitive compensation offer in accordance with the Group’s different businesses and services and the different geographic markets in which it operates. The remuneration policy pursues the three following main objectives: ■ attracting, developing and retaining talents and high potential as well as recognized skills; ■ aligning remuneration levels with the performances of the Group and of the subsidiaries concerned, if applicable. Remuneration must thus be competitive and consistent with regard to observed market practices.They are structured around the following components: ■ a fixed remuneration the amount of which takes into account the position, the level of responsibilities carried out and assumed, the experience and recognized technical skills and leadership; ■ a variable remuneration subject to performance criteria adapted and consistent with the environment and the market in which the person concerned operates. This variable remuneration is defined under a maximum amount. It is not a target amount that may vary due to exceptional items or if targets or objectives are exceeded. Group policy has always sought to establish a close link between remuneration and performance over the long-term while discouraging conduct and situations that could lead to major or even excessive risk-taking in pursuit of short-term gains: ■ an indemnity due in respect of a non-compete agreement (the specificities of which can differ depending on applicable legal and regulatory requirements) which objective is to protect the Company and its stakeholders following the departure of an executive; ■ the eligibility to performance shares, subject to performance and presence conditions, under the performance share plans set up once every three years at the level of the Group. b. Principles applicable to executive officers With regard to executive officers, the determination of the principles and criteria of the remuneration and benefits granted to each of them, as well as the remuneration itself, are approved by the Board of Directors upon proposal of the Remuneration and Appointments Committee and in the absence of the persons ■ encouraging performance; ■ benefits in kind;

concerned. The Board refers to the principles of the Group’s remuneration policy applicable to managers described above and to the recommendations of the AFEP-MEDEF code. In doing so, the Board endeavors to adjust the remuneration in accordance with the role and duties held and the responsibilities assumed. As in the case of key managers, the remuneration must be competitive in order to attract, motivate and retain executive directors. In addition, the variable portion must be tied to the Group’s performance and qualitative criteria. The Group’s intention in terms of determining of variable remuneration has, for many years, been driven by not encouraging or favoring the short-term reasoning and performances and thus preventing excessive risk taking. This is why the variable part of the remuneration is now equal to the fixed part and remains subject to the achievement of ambitious objectives related to the Group’s strategy. Such variable part remains always expressed in the form of a maximum amount (and not a percentage or a variation). The remuneration is expressed and paid, in US dollars by the US subsidiary Teleperformance Group, Inc. for the Chairman and Chief Executive Officer and in euros, by Teleperformance SE for the Deputy Chief Executive Officer; the Group thus bearing charges and social contributions in those countries in accordance with local applicable regulations. In relation to long-term share-based profit-sharing schemes (performance shares, long-term incentive plan, etc.), the policy stems from the desire to associate key managers and senior executives in the Group’s long-term development and align their interests with those of the shareholders by giving them an interest in the value of the Company shares, has remained unchanged for many years and is based on the following principles: ■ the acquisition (vesting) of performance shares is subject to performance and presence criteria applicable to both executive officers and all employees beneficiaries; ■ the performance conditions are in line with the long-term strategy as defined by the Board of Directors; ■ the performance and presence criteria are assessed and measured over a three-year period; ■ the performance criteria and expected levels of achievement are decided by the Board of Directors which, after recommendation of the Remuneration and Appointments Committee, sets the thresholds for calculating the performance expected or achieved and for determining the number of shares definitively vested; ■ performance shares are granted once every three years. The Group made a conscious decision to avoid annual grants of performance shares, given that it would not correspond to the characteristic principles and cycles of its business activity, and because the adopted policy is better suited to the long-term outlook adopted by the Group. The Group policy on this point is to favor a long-term approach, including with regard to the

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Teleperformance bb - bb Registration documentbb 2017