Corporate governance

About us

Devoteam SA is a French limited liability company with a Management Board and a Supervisory Board. The Management Board The Management Board exerts its powers on a collegiate basis. It is invested with wide ranging powers to act in all circumstances in the name of the Company within the parameters of the Company’s purpose and subject to those powers expressly allotted by the law to the Supervisory Board and to the Shareholders Meetings. The Management Board is composed of two members, Stanislas and Godefroy de Bentzmann, nominated for a 4-year period in 2012, who have managed the Company since its creation and who do not hold any other mandates outside the Group. There is no limitation to the power of the Board of Directors other than the statutory definition that is given of it. The Management Board meets as often as the interests of the Company dictate The Supervisory Board The Supervisory Board exerts permanent control over the management of the Company by the Management Board. In accordance with this, the Supervisory Board makes checks and controls at any time that it judges opportune and can obtain documents that it deems useful to the execution of its mission. In practice, the Supervisory Board exercises total influence on the management of the Board and plays fully its role as counterweight. The Supervisory Board is composed of the 8 following members : · Michel Bon, Chairman of the Board · Bertrand de Bentzmann · Elisabeth de Maulde · Roland de Laage de Meux · Patrice de Talhouët · Yves de Talhouët · Philippe Tassin · Vincent Montagne All Board members are shareholders, even though there is no statutory minimum shareholding threshold. Six members out of height are independent, which ensures a balanced mix of the Supervisory Board. The Supervisory Board meets as often as the interests of the Company dictate and at least once a quarter. The main purpose of the Supervisory Boards consists in reviewing and controlling the half-yearly and annual statements before they are approved by the General Meeting of Shareholders, in reviewing the budget and quarterly statements, in analysing the activity forecasts, as well as the restructuring and external growth operations. Furthermore, the Supervisory Board, by mutual agreement with the Board of Directors, serves as “strategic committee”. The Audit Committee The Supervisory Board has delegated a recommendation power to the Audit Committee. The Audit Committee is composed of two members - Michel Bon - Bertrand de Bentzmann It met twice in 2012. During those meetings, the auditors expressed their appreciation regarding the major accounting estimates, they have described the work achieved during the period, they have given their conclusion regarding the major closing issues, and they have issued their recommendations regarding items to improve. The Compensation Committee The Compensation Committee decides the compensation of the members of the Management Board. It is composed of two members: - Michel Bon - Patrice de Talhouët. It met twice in 2012.

Devoteam - 73 rue Anatole France 92300 Levallois-Perret, France - Tel. + 33 1 41 49 48 48