2021 Universal Registration Document
3 CORPORATE GOVERNANCE
Organisation and operation of governance
CHANGES IN THE BOARD OF DIRECTORS AND ITS COMMITTEES SINCE THE START OF FINANCIAL YEAR 2021 ❙
Departures
Appointments Astrid Anciaux (26/05/2021)
Reappointments
Board of Directors
Audit Committee Nomination, Governance, Ethics and Corporate Responsibility Committee Compensation Committee
Noëlle Lenoir (25/02/2021)
Hélène Badosa (28/01/2021)
SELECTION PROCESS 1.2.2. The Nomination, Governance, Ethics and Corporate Responsibility Committee plays a central role throughout the four phases of the selection process. The first is the needs analysis phase. This involves examining Directors whose terms of office are nearing their end, any constraints on the reappointment of current Directors, compliance requirements under the law and the Code of Corporate Governance, and the objectives of the diversity policy, all of which are identified and taken into account. This analysis is undertaken for the Board of Directors itself and its three committees. It focuses on the needs due to arise first and makes projections for the years ahead. During the second phase, a list of potential candidates is drawn up based on the needs identified. This list is made up of the following: names put forward by members of the Nomination, Governance, p Ethics and Corporate Responsibility Committee; names put forward by members of the Board of Directors more p generally; The Chairwoman of the Nomination, Governance, Ethics and Corporate Responsibility Committee decides on the list of potential candidates. A file is put together based on publicly available information about the candidates. After reviewing this file, the Nomination, Governance, Ethics and Corporate Responsibility Committee decides which candidates to contact and meet. In the third phase, members of the Nomination, Governance, Ethics and Corporate Responsibility Committee arrange meetings with the selected candidates. At their meetings, the Committee’s members compare their opinions. For each candidate, the Committee endeavours to assess the depth of their experience and how closely it meets the Company’s needs, how well they complement the skills needed by the Board of Directors, their availability and motivation, any conflicts of interest, and whether they meet the independence criteria laid down in the Code of Corporate Governance. Additional actions are agreed upon as necessary to complete the list of candidates. names put forward by recruitment firms; p names proposed by Executive Management; p unsolicited applications received by the Company. p
discusses the candidates put forward by the Nomination, p Governance, Ethics and Corporate Responsibility Committee; decides which candidates will be put to the vote at a General p Meeting of Shareholders. In the specific case of Directors representing the employees and the Director representing employee shareholders, the Company decided to launch an extensive call for applications across the Group. The Directors representing the employees are designated by the Sopra Steria Group Works Council. The Director representing employee shareholders is elected at a General Meeting of Shareholders from among the candidates put forward by employee shareholders. After reviewing the candidates, the Nomination, Governance, Ethics and Corporate Responsibility Committee may recommend that the Board of Directors support an appointment resolution to be put to the shareholders at a General Meeting. The candidate elected is the one whose appointment resolution gains the required majority and the most votes, in the event of multiple candidacies. PRESENTATION OF THE DIVERSITY POLICY 1.2.3. The goal of the Board of Directors’ diversity policy is to assemble in a reasonably sized team the range of outlooks, skills and experience required for effective collective decision-making in view of the Group’s needs and characteristics. Individually, each of the team’s members must also show good judgement and foresight, and uphold the standards of ethical conduct expected of a Director. The impact on diversity and the integration of future members of the Board of Directors is considered every time a proposal is made to appoint or reappoint a Director at the General Meeting. The Nomination, Governance, Ethics and Corporate Responsibility Committee plays a key role in this area. Diversity is often assessed using measurable indicators related to gender equality, age and nationality. With regard to gender equality, the Company aims to continue moving toward gender equality to the greatest extent possible, and in any event has set itself the target of full compliance with the law in this respect. It is actively seeking to achieve gender equality in its Board committees. Women currently account for five of the twelve appointments made at the General Meeting (42%). Two of the three committees are chaired by a female Director. The four female Independent Directors are members of at least one committee.
In the fourth and final phase, the Board of Directors: is made aware of the findings of the previous phases; p
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SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2021
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