2021 Universal Registration Document
3 CORPORATE GOVERNANCE
Organisation and operation of governance
Preparation and organisation 1.3. of the work of the Board of Directors REGULATORY FRAMEWORK GOVERNING 1.3.1. THE BOARD OF DIRECTORS, ITS ORGANISATION AND ITS WORKING PROCEDURES The organisation and working procedures of the Board of Directors are governed by law, the Company’s Articles of Association and the Board’s own internal rules. Legal provisions a. Articles L. 225-17 et seq. and L. 22-10-2 et seq. of the French Commercial Code govern the working procedures of the Board of Directors. The principal mission of the Board of Directors is to determine the strategic directions to be followed by the Company and to oversee their implementation. Provisions in the Articles of Association b. The rules governing the organisation and procedures of the Board of Directors are set forth in Articles 14 to 18 of the Articles of Association. The Articles of Association are available on the Group’s website ( Investors section). Internal rules and regulations of the Board of Directors c. The internal rules and regulations of the Board of Directors were last amended on 22 October 2020. The purpose of the revision was to adapt it to the requirements of the PACTE Law, those of the Law simplifying company law and the latest changes to the AFEP-MEDEF corporate governance code, as well as the decisions made by the General Meeting of the Shareholders. The internal rules and regulations define the roles of the Board of Directors, its Chairman and the Chief Executive Officer, and specify the conditions for the exercise of their prerogatives. They also provide that prior approval by the Board of Directors is required for certain decisions “that are highly strategic in nature or that are likely to have a significant impact on the financial position or
commitments of the Company or any of its subsidiaries”. The internal rules and regulations are available on the Group’s website ( Investors section). They also set out the purpose, composition and main provisions applicable to the three standing committees tasked with preparing certain matters for the Board of Directors: the Audit Committee; p the Nomination, Governance, Ethics and Corporate Responsibility p Committee; the Compensation Committee. p The internal rules and regulations allow for the possibility that these committees, in performing their respective duties and after having informed the Chairman, may: hear matters brought to them by the Group’s senior managers; p call upon the services of outside experts at the Group’s expense. p They also provide that the Board of Directors may create one or more “ad hoc” committees. The internal rules and regulations also address the following issues: summary of powers under applicable law and the Articles of Association, meetings, information received by the Board of Directors, training of members, evaluation of the Board, travel expenses, confidentiality, Non-Voting Directors, Works Council representatives, and discretionary and other ethical obligations, in particular regarding conflicts of interest, related-party agreements or stock exchange transactions. A procedure for assessing routine agreements has been added as an appendix. Each of the permanent Board Committees has adopted its own charter approved by the Board of Directors setting forth how it should operate. The selection procedure is appended to the Nomination, Governance, Ethics and Corporate Responsibility Committee’s Charter. MEETINGS OF THE BOARD OF DIRECTORS 1.3.2. Number of meetings held during the financial year a. The annual work schedule, which is drawn up for the financial year, may be changed where justified by special events or deals. The Board of Directors met seven times in 2021, including one meeting not on the annual schedule held to discuss external growth projects.
b. Directors’ attendance
Nomination, Governance, Ethics and Corporate Responsibility Committee
Board of Directors
Financial year 2021 Number of meetings
The Board of Directors’ attendance rate in 2021 was 99%, with only one absence. All members of the Board of Directors agree to devote the time and attention necessary to fulfil their duties. Directors are required to be present at every meeting of the Board of Directors as well as those of its committees on which they serve, unless they are unable to attend due to an emergency situation or other legitimate reason. All Board members also agree to resign from their positions should they feel they are no longer able to fully assume their
responsibilities. They must inform the Chairman of the Board of Directors of any change in their professional situation that might affect their availability. In accordance with the policy approved by shareholders at the General Meeting, this compensation is allotted in full based on actual attendance at meetings of the Board of Directors and its committees.
SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2021
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