TELEPERFORMANCE_Registration_document_2017

CORPORATE GOVERNANCE

4

4.1 Governance

The qualification retained by the Board of Directors, upon recommendation of its Remunertation and Appointments Committee, for each of the directors as of December 31 st , 2017band as of the date of preparation of the present Registration Document is the following:

Criteria (1)

Qualification retained by the Board

Name

Criteria 1 Criteria 2 Criteria 3 Criteria 4 Criteria 5 Criteria 6 Criteria 7 Criteria 8

×

×

DanielbJulien Emily Abrera AlainbBoulet

Non-independent

✔ ✔ ✔ ✔

✔ ✔

Independent Independent

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

× ×

BernardbCanetti

Non-independent Non-independent

✔ ✔ ✔ ✔ ✔

✔ ✔

×

PhilippebDominati PaulinebGinestié

✔ ✔ ✔ ✔

✔ ✔

Independent

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

×

Jean Guez

Non-independent

✔ ✔ ✔ ✔ ✔ ✔ ✔

Wai Ping Leung RobertbPaszczak

Independent Independent

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

×

Leigh Ryan

Non-independent

✔ ✔ ✔ ✔ ✔ ✔ ✔

Christobel Selecky

Independent Independent Independent Independent

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

Angela Maria Sierra-Moreno

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

PatrickbThomas

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

Stephen Winningham

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

(1) In this table: ✔ means that the independent criteria is satisfied. × means that the the independent criteria is not satisfied.

Term of office Pursuant to the provisions of Articleb 14b of the articles of association, directors are appointed for a three-year term, which expires at the end of the ordinary shareholders’ meeting called to approve the financial statements for the year ended and held in the year in which the appointment expires. Directors may be re-elected. The ordinary shareholders’ meeting may appoint one or several directors for a two-year term, on an exceptional basis, and solely to enable the implementation or continuation of the staggering of directors’ terms. The Board of Directors shall seek to propose the appointment or re-appointment of directors to the ordinary shareholders’ meeting on a rolling basis, in order to avoid the simultaneous expiry of all of the directors’ terms. At its meeting held on November 30 th , 2017, the Board of Directors re-examined its membership, which it considers to be balanced in terms of gender, competencies, expertise and nationality. Indeed, it comprises 14bmembers including 6bwomen (43%), 9bindependent directors (64%) and representatives of 6bnationalities. It comprises within it recognized and experimented professionals in their respective business sectors and of international dimension. This diversity is doubtlessly one of the Application of the principle of gender balance within the Board and diversity policy

most diverse boards among the companies in the French SBF 120bindex. On that occasion, the Board set itself the target of maintaining such diversity. Age limit The number of directors aged 70bor above may not exceed one- third of the number of directors in office. The Chairman of the Board of Directors may remain in office until the age of 76, and the Chief Executive Officer and Deputy Chief Executive Officers may remain in office until the age of 70. Ownership of shares in the Company Pursuant to the internal regulations, each director must hold at least five hundred shares in the Company during his or her term of office. The number of shares held by each directors is presented in sectionb4.1.3.2 below and amounts to the equivalent of more than one year’s directors’ fees. Furthermore, executive officers must retain, under the grants of performance shares or equivalents, a certain number of shares in the registered form until the end of their office (see sectionb4.2.4bb) of the 2017 Registration Document).

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Teleperformance bb - bb Registration documentbb 2017