2021 Universal Registration Document

3 CORPORATE GOVERNANCE

Organisation and operation of governance

qualification of Independent Directors; • concerning ethics and corporate responsibility: p the Company’s policy on workplace and pay equality, and the • diversity policy, action plan and results as regards the proportion of women in • senior management positions, review of the draft Universal Registration Document for 2020. • Minutes are prepared after every meeting and are then approved at the beginning of the following meeting. The Compensation Committee c. The composition and functioning of the Compensation Committee are governed by the Board’s 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 25 February 2021. Its current members are: Jean-Luc Placet, Chairman (Independent Director); p Hélène Badosa (Director representing the employees); p Kathleen Clark Bracco, permanent representative of Sopra GMT; p Éric Hayat; p The Committee has no decision-making powers of its own, but rather submits its findings and recommendations to the Board of Directors in support of the Board’s decisions. 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, retain the services of independent experts at p the Company’s expense to assist it. The Committee’s main responsibilities are as follows: recommend to the Board of Directors compensation policies p applicable to company officers; verifying the application of rules determined for the calculation of p variable components of compensation; where applicable, offering recommendations to Executive p Management on the compensation of the company’s principal executives; obtaining an understanding of pay policy and ensuring that this p policy is in line with the Company’s interests and enables it to reach its objectives; preparing decisions related to employee share ownership and p employee savings plans; preparing the policy for awarding performance shares; p verifying the quality of the information communicated to p shareholders concerning compensation, benefits in kind, and options received by executive company officers, and compensation in accordance with Article L. 225-45 of the French Commercial Code. The Committee hears the executive company officers at the start of its meetings for general information and on each item of business as necessary. Minutes are prepared after every meeting and are then approved at the beginning of the following meeting. Sylvie Rémond (Independent Director); p Jessica Scale (Independent Director). p

The Committee’s main responsibilities are as follows: nominations and governance: p selecting and preparing appointments of members of the • Board of Directors and executive company officers, proposing and managing changes it deems beneficial or • necessary to the procedures or composition of the Board of Directors, carrying out the annual review of the succession plan for • unforeseen departures by the Chairman of the Board of Directors and the Chief Executive Officer, evaluating the Board of Directors and the effectiveness of • corporate governance, verifying that good governance rules are applied at the • Company and its subsidiaries, assessing whether Board members may be deemed • independent in view of deliberations by the Board of Directors on this subject; business ethics and corporate responsibility: p verifying that the Group’s values are observed, defended and • promoted by its company officers, executives and employees, checking that there are rules of conduct which address • competition and ethics, ensuring that the anti-corruption framework operates • effectively and that the Company’s Code of Conduct, training, whistleblowing framework and disciplinary system as provided for in French Law No. 2016-1691 of 9 December 2016 on transparency, the fight against corruption and modernisation of business life are all fit for purpose, assessing Company policy on sustainable development and • corporate responsibility and its alignment with the Sopra Steria Group’s commitments to human rights, international labour standards, the environment and the fight against anti-corruption, ensuring that the Company has implemented an • anti-discrimination and diversity policy: preparing for the Board of Directors’ annual review of the − Company’s policy on workplace and pay equality, reviewing Executive Management’s proposed objectives, action − plan and arrangements for increasing the proportion of women in senior management positions and tracking progress. The Committee met seven times in 2021, with an attendance rate of 100%. Items of business included: concerning appointments and governance: p members of the Board of Directors (see Section 1.2.2 • "Selection process" of this chapter, page 55), the search for new Directors, • composition of the committees and in particular the • participation of Directors representing employees on specialist Board committees, organisation and effectiveness of the Group’s governance and • annual review of the plan for unforeseen departures by the Chairman of the Board of Directors and the Chief Executive Officers, procedures governing participation in the General Meeting, • verification of Company compliance with the AFEP-MEDEF • Code,

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SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2021