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). It 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. The governance structure set up in October 2017 is based on a Chairman and Chief Executive Officer, and a Deputy Chief Executive Officer
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. The Executive Committee is responsible for the Group’s operational management. It meets at least twice per month. It implements the strategic orientations, 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.
In the performance of its missions and duties, the Board is assisted by two specialized Committees: the Audit and Compliance Committee and the Remuneration and Appointments 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 determination of the remuneration policy and of the benefits granted to executive officers, including determining the variable portion by assessing the definition of the rules for setting this variable portion and the annual application of these rules;
● the overall policy for granting performance shares, together with the conditions attached to the final vesting of these shares;
● the global amount and rules of allocation of directors’ fees;
● the succession plans;
● the candidates for membership of the Board of Directors, their status as independents, and annual review of such quality in accordance with the criteria defined by the AFEP‑MEDEF code and/or the renewal of terms of office of directors.
The Audit 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, at least two days prior to the relevant Board meeting.
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.