Corporate Governance

Teleperformance SE refers to the corporate governance code of listed companies of the AFEP and the MEDEF.

The Corporate Governance Framework of Teleperformance SE is structured as follows:

• The Board of Directors - in the form of a Conseil d’administration - sets the strategic guidelines for Teleperformance’s activities and oversees their implementation. The Board considers all matters regarding the operations of the Group and, through its deliberations, settles any issues arising. It is composed of a majority of independent members.
• The Executive management consists in an organization structured around a Chairman and Chief Executive Officer, a Deputy Chief Executive Officer and a Management Committee, composed of the Executive Committee and key Group managers in their respective areas of expertise.
  The combination of the functions of Chairman of the Board and Chief Executive Officer and the appointment of a Deputy Chief Executive Officer enables the Group to assert a more transparent, rectilinear and, above all, flexible management organization structure in order to encourage the acceleration of the strategic decision-making process and decision-making circuits so that decisions can be implemented more quickly to meet the Group’s current and future challenges.
• The Executive Committee consists of a reduced number of key managers. It is responsible for the Group’s operational management. It implements the strategic orientations defined by the Board of Directors, ensures the coherence of the actions undertaken by all of the subsidiaries and discusses the major operational initiatives necessary to the development of the Group and to its performance.
• The Management Committee consists of all the members of the Executive Committee and the main key operational and functional managers of the Group. It takes part in the development and coordination of key strategic projects and initiatives set out by the Executive Committee. It ensures the running of Group activities and the implementation of its main transversal policies with regards to their respective competences and areas of expertise. It also ensures a wide concertation on Group strategy and evolution and contribute to a permanent dialog. It does not have a decision-making power.

In the performance of its missions and duties, the Board is assisted by three specialized Committees: the Audit, Risk and Compliance Committee, the Remuneration and Appointments Committee and the CSR Committee.
The works performed by the Committees, which report on their work after each of their meetings, assist the Board of Directors in its discussions and decision making. The Board Committees work on assignments entrusted to them by the Board. They actively prepare their works and inform the Board of all points which appear to raise an issue or require a decision, thus facilitating its deliberations. They also provide any advice and recommendation to the Board as falls within their remit, but have no power of decision, subject to the decisions that the Audit and Compliance Committee may adopt pursuant to applicable legal and regulatory provisions, under the responsibility of the Board.

The Remuneration and Appointments Committee issues opinions and recommendations regarding:

• the selection, renewal and qualification of directors and executive officers;
• the remuneration of directors and executive officers.

The Audit, Risk and Compliance Committee's overall remit is to monitor issues relating to the preparation and control of financial and accounting information. It prepares the background work for the Board’s approval of the annual (parent company and consolidated) financial statements and its review of the half-yearly financial statements.
As part of its specific remit, the Committee is primarily responsible for monitoring:

• the financial information preparation process;
• the effectiveness of the internal control and risk management systems;
• the statutory audit of the parent company and consolidated accounts performed by the statutory auditors;
• the independence of the statutory auditors.

The purpose of this statutory assignment is to prepare and facilitate the oversight work of the Board of Directors, anticipate potential problems, identify all risks, notify the Board of those risks and issue appropriate recommendations to the Board.

The CSR Committee's main mission is to monitor issues relating to social and environmental responsibility (social, societal and environmental issues), taking into account legal and regulatory requirements as well as the recommendations of the AFEP-MEDEF code in that regard. Its role is to prepare and facilitate the work of the Board of Directors and to submit to it any opinions, proposals or recommendations in the areas within its remit and it can be consulted by the latter.

As part of its specific remit, the Committee is primarily responsible for :

• the follow-up on the internal impact of the Group’s CSR policy;
• the follow-up on the external impact of the Group’s CSR policy.

Carole Toniutti - Chair, Independent member
Alain Boulet - Member
Pauline Ginestié - Independent member

Christobel Selecky - Chair, independent member
Kevin Niu - Independent member
Véronique de Jocas - Member, Director representing the employees
Patrick Thomas - Independent member

Angela Maria Sierra Moreno - Chair, Independent member
Shelly Gupta - Independent member
Evangelos Papadopoulos - Member, Director representing the employees