2021 Universal Registration Document
3 CORPORATE GOVERNANCE
Organisation and operation of governance
Comments and clarifications Requirement 1
Business relationships identified between PwC, Jean-Luc Placet’s employer, and Sopra Steria Group were deemed immaterial by the Board of Directors after the situation was reviewed by the company’s Nomination, Governance, Ethics and Corporate Responsibility Committee. Sopra Steria Group purchases consulting services from PwC. Jean-Luc Placet’s role within PwC is not connected operationally with the relevant activities. These services are not material either for Sopra Steria Group or for PwC, either with respect to their nature or the revenues they generate (less than 1% of the Group’s purchases). They do not give rise to any reciprocal dependence. Accordingly, the Nomination, Governance, Ethics and Corporate Responsibility Committee considers that these services do not constitute a material business relationship likely to call into question Jean-Luc Placet’s status as an Independent Director. The Board of Directors has endorsed this view. A real estate investment trust held by André Einaudi owns the premises occupied by the Company for a number of years at its Aix-en-Provence site. The Board of Directors considers that these circumstances do not constitute a material business relationship. In reaching this conclusion, the Board took into account the age, term and amount of the lease, signed prior to André Einaudi’s appointment as a Director. It also noted that it is customary for the Group to rent its premises: apart from in exceptional circumstances, the Group does not own its premises. Lastly, the Board confirmed that no dependency is created for the lessor in relation to this lease. The Company identified no other business relationships with Independent Directors. SENIOR INDEPENDENT DIRECTOR 1.2.7. Since the duties of Chairman of the Board of Directors and of Chief Executive Officer are held by separate individuals, no Senior Independent Director ( administrateur référent ) has as yet been appointed. The Nomination, Governance, Ethics and Corporate Responsibility Committee has decided to review the Company’s stance on this issue, in accordance with the AMF’s recommendation set out in its 2021 report on corporate governance. The Chairman of the Board of Directors is responsible for the Board’s shareholder relations (see Section 1.1.1, “Role of executive company officers” of this chapter, page 52).
Like Sopra Steria Group, Axway Software is fully consolidated by Sopra GMT. In keeping with the opinion of the Nomination, Governance, Ethics and Corporate Responsibility Committee, the Board of Directors considers that the status of Michael Gollner and of Marie-Hélène Rigal-Drogerys as members of the Board of Directors of Axway Software does not call into question their status as Independent Directors: although Sopra Steria Group’s Board of Directors is kept p informed of Axway Software’s operational and financial position, it does not discuss the latter’s routine operations and investments; the procedure for handling potential conflicts of interest applies p to the consideration of any matters related to Axway Software; the Independent Directors present on both Sopra Steria Group’s p and Axway Software’s Boards of Directors ensure that opinions independent of the core shareholder are heard on issues concerning both companies and their strategy. Requirement 3 Members of the Board of Directors may hold an office or have an interest in companies that are potential clients, suppliers, investment bankers, commercial bankers or consultants to the Sopra Steria Group or its core shareholder. In such cases, the Board of Directors determines whether the nature, purpose or importance of this business relationship may affect the person’s status as an Independent Director, based on the prior work done by the Nomination, Governance, Ethics and Corporate Responsibility Committee. In the case of a business relationship, its significance is inferred by reference to various criteria, including in particular the following: whether the service provided is of a strategic nature; p whether there is reciprocal dependence; p the volume of business transacted (particularly where this equates p to more than 1% of annual revenue); the selection procedure used and how often the business is put p out to tender; whether the Director is involved in the business relationship. p
SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2021
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