2021 Universal Registration Document
3 CORPORATE GOVERNANCE
Organisation and operation of governance
Items of business c. The Board of Directors was kept regularly informed of the activities of the three permanent committees through reports by their respective Chairmen on the work performed between each meeting of the Board of Directors. The main items of business in 2021 were: Strategy and investment: p the Group’s strategy, • various external growth and investment transactions; • Accounting and financial information: p approval of the financial statements for the year ended • 31 December 2020, approval of the interim financial statements for the first half • of 2021, 2021 budget, • quarterly performance, • review of draft financial communications, • approval of management forecasts and corresponding reports, • review of the Audit Committee’s work and recommendations • (in particular those concerning the financial statements and the finance policy, internal control and risks, external audit); Corporate governance: p review of the recommendations of the Compensation • Committee, in particular those relating to the compensation policy for company officers and the financial and non-financial criteria used for the variable portion of the Chief Executive Officer’s compensation, review of the work and recommendations of the Nomination, • Governance, Ethics and Corporate Responsibility Committee, and in particular those concerning: the composition of the Board of Directors and its Committees − (selection and appointment of new Directors, decisions on reappointing Directors whose term of office is expiring, composition of the committees, participation of Directors representing employees on specialist Board committees), the company policy on workplace and pay equality and the − targets for bringing more women into senior management positions, the notice of, and the preparations and participation • arrangements for the Combined General Meeting on 26 May 2021, the 2021 long-term incentive (LTI) plan; • Control and prior authorisations: p monitoring of routine agreements, • continuation of previously authorised agreements, • authorisation to guarantee commitments by subsidiaries • controlled by the Group. COMMITTEES OF THE BOARD OF DIRECTORS 1.3.3. The Audit Committee a. The composition and functioning of the Audit Committee are governed by the Board of Directors’ internal rules and regulations and by a charter that is reviewed at regular intervals by the Committee and was approved by the Board of Directors on 28 July 2021. qualification of Independent Directors, − operation of the Board of Directors, −
Its current members are: Marie-Hélène Rigal-Drogerys, Chairwoman (Independent p Director); Michael Gollner (Independent Director); p Éric Pasquier; p Jean-François Sammarcelli (Independent Director). p This composition provides the blend of financial and accounting expertise and knowledge of the business and its business lines that are necessary for the Committee’s work. Three of the four members have spent all or part of their career in investment banking, lending, including as chief financial officer or as a Statutory Auditor and have developed expertise in finance and risk management. The individual skills of each member of the Committee are set out in Section 1.2.4 “Skills required for the Board of Directors” of this chapter, pages 56 to 57. Their professional experience is summarised in Section 1.2.8, “Detailed presentation of the members of the Board of Directors” of this chapter, pages 60 to 74. The Committee meets seven times a year on average and in any event no fewer than four times a year. They generally break down as follows: three meetings to review the interim and annual financial p statements, respectively; three meetings to monitor internal control and risk management p systems and review internal audit; one meeting to review external audit. p Without prejudice to the expertise of the Board of Directors, the Audit Committee elucidates decisions through its work and recommendation and approves the provision of services other than the certification of the accounts. In the performance of its duties, the Committee may: receive any internal documentation necessary for its purposes; p hear any person affiliated with or external to the Company; p where applicable, commission independent experts to assist it at p the Company’s expense; expedite an internal audit with the consent of the Chairman of p the Board of Directors. The Audit Committee Charter gives a precise definition of the Committee’s remit and explicitly states the principal matters excluded from that remit. The Committee’s main responsibilities cover: internal control and risk management (reviewing general and p specific risk mapping, and monitoring information security in particular); preparation of the accounting and financial information; p critically examining management decisions and assessments p relating to the Company’s financial statements, performance analyses and interim reports before they are submitted to the Board for approval and, where applicable, making recommendations to ensure their integrity; financial policy; p internal audit; p the Statutory Auditors; p any one-off assignments and areas for attention identified by the p Board. The Committee met seven times in 2021, with only one absence recorded. All members were present at the two meetings preceding the review of the financial statements by the Board of Directors. The Statutory Auditors, the Chief Financial Officer and his deputy, the Director of Internal Audit and the Director of Internal Control are invited to and attend all meetings as a matter of course.
SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2021
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