2021 Universal Registration Document
3 CORPORATE GOVERNANCE
Organisation and operation of governance
k nowledge of consulting, digital services, software p development and the ability to promote innovation : this expertise will have been gained at a digital services company or consulting firm or in an industry sector focused on innovation in B2B services; knowledge of one of the Group’s key vertical markets : p ideally, this expertise will have been gained working for a client of the Group or one of its competitors, though it may also result from long sales experience in this market. It should be accompanied by knowledge of the services sector; entrepreneurial experience : entrepreneurial experience will p have been gained by starting up or taking over an industrial or commercial business and through contact with the various stakeholders (clients, employees, lending shareholders, suppliers, authorities); CEO of an international group : this presupposes past or p current experience as a non-salaried executive company officer (Chairman, CEO or Deputy CEO) of a company established in more than one country; finance, control and risk management : this expertise requires p professional experience gained in finance, audit or internal control or while holding a corporate office; human resources and labour relations : this expertise requires p professional experience gained in human resources, either in a company or as an external consultant, or while holding a corporate office; international dimension : this indicates skills in cross-cultural p management combined with being versed in more than one culture, working as an expatriate or holding corporate office in an international group; social issues : this expertise presupposes familiarity with p institutions, industry bodies, trade unions or public benefit or humanitarian organisations; knowledge of Axway Software : knowledge of Axway p Software will have been gained through professional experience or corporate office at Axway Software or experience as a client or partner of Axway; operational experience within the Sopra Steria Group : this p experience presupposes longstanding current or past service within the Sopra Steria Group, as an employee or equivalent, and in-depth knowledge of the Group, its working practices and its management.
The targets for bringing more women into senior management positions are presented in Section 2.7.1, “Gender equality policy” of Chapter 4, “Corporate Responsibility” of this Universal Registration Document (pages 114 to 115). They were reviewed and discussed at several meetings of the Nomination, Governance, Ethics and Corporate Responsibility Committee and adopted by the Board of Directors. They take into account the Group’s proactive approach to corporate social responsibility, its management needs, and the current proportion of women in its business sector and at the Company. On Executive Management’s recommendation, the Board of Directors has approved targets, an action plan and practical arrangements that will make a real difference. They focus on delivering far-reaching action over the long term. The proportion of women in senior management positions forms part of those targets on which the Chief Executive Officer’s variable compensation is based. Age is not a criterion that is considered. The Company has not set a minimum or maximum age requirement for directorships. However, the Articles of Association (Art. 14) limit the proportion of Directors aged over 75 to one third. The average age of the members of the Board of Directors is 63 (at 31/12/2021). Two out of 15 Directors are over 75 years old. Given the international dimension of the Group’s business, it is considered desirable to have foreign nationals sitting on the Board of Directors. As far as possible, Directors who are foreign nationals come from or live in countries in which the Group operates or is seeking to develop business. To attract Directors living outside France, the internal rules and regulations of the Board of Directors permit Directors to take part in meetings using videoconferencing or conference call systems, and the Company can make payments to cover their travel costs. Furthermore, an adjustment to the method used to apportion compensation among Board members has been agreed to better reflect the constraints on foreign Directors. This consists of adding an additional 20% weighting to attendance at meetings of the Board and its committees for Directors living outside France. This does not apply to Directors who carry out their work within the Group. Four out of 15 Directors have at least one other than French nationality.
SKILLS REQUIRED FOR THE BOARD 1.2.4. OF DIRECTORS
It is also a priority for the Board of Directors to have a diverse range of skills. The Company has identified 10 key competencies that it would like to be represented within the Board of Directors. These skills and areas of experience are as follows:
SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2021
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