2021 Universal Registration Document


Organisation and operation of governance

The Committee met four times in 2021, with an attendance rate of 100%. Items of business included: compensation policy of the Chairman of the Board of Directors; p compensation policy for the Chief Executive Officer; p the recommendations to the Board of Directors concerning p compensation paid to the Chairman of the Board and the Chief Executive Officer in respect of financial year 2021; compensation policy for members of the Board of Directors; p review of plans to give managers and employees a stake in the p Group’s capital; the review of the draft Registration Document for 2020 and in p particular the draft report on corporate governance; apportionment of compensation referred to in Article L. 225-45 p of the French Commercial Code in respect of the previous financial year; conclusions and recommendations set out by market bodies p (Autorité des Marchés Financiers, Haut Comité de Gouvernement d’Entreprise, Institut Français des Administrateurs). ORGANISATION AND ASSESSMENT 1.3.4. OF THE BOARD OF DIRECTORS Access to information for members of the Board a. of Directors Dissemination of information – preparatory materials Article 4 of the internal rules and regulations states: “each member of the Board shall receive all information required p in the performance of his/her mission and is authorised to request any documents deemed pertinent; in advance of each meeting of the Board, a set of preparatory p materials shall be addressed to members presenting the items on the agenda requiring special analysis and preliminary reflection, provided that confidentiality guidelines allow the communication of this information; the members of the Board shall also receive, in the intervals p between meetings, all pertinent and critical information concerning events or operations that are significant for the Company. This information shall include copies of all press releases disseminated by the Company”. The members of the Board of Directors receive a monthly summary report on Sopra Steria Group’s share performance. This report describes and analyses developments in the share price and trading volumes. It puts this information into perspective by highlighting the main trends in macroeconomic and financial market data as well as comparisons with the largest companies in the industry. Board members receive all press releases intended for investors and are invited to the presentations of the Company’s full-year and half-year results. They are also invited to the beginning-of-the-year meeting held for Group management and receive certain internal publications.

types of devices: computers, tablets and smartphones. Members of the Board of Directors can view or download items made available for them or upload their own items for sharing or storage within this environment. This platform was set up following the findings of the formal assessment of the Board of Directors undertaken in 2016. Its installation was made possible by the availability of a high-performance cloud solution offering a sufficiently robust guarantee that access to stored data – even by technical staff – would be strictly controlled. Additional information at meetings The Chief Executive Officer and the Chief Financial Officer are invited to Board meetings, subject to certain exceptions. Thanks to their participation, additional information that may be useful to discussions is made available. They do not take part in the consideration of matters that involve the Chief Executive Officer. Depending on the items of business before a given Board meeting, other operational managers or outside consultants may be invited to attend. This is the case, in particular, for strategic presentations and discussions of external growth transactions. The Audit Committee requests such contributions several times a year and includes them in its annual work schedule. Training Article 5 of the internal rules and regulations states: “Any member of the Board may, on the occasion of his/her appointment or at any point during his/her term in office, engage in training he/she feels is necessary for the performance of his/her duties”. Following the appointment of the Directors representing the employees, a specific training plan is implemented to orientate new Directors. The Board of Directors approves the content and format of this orientation training after consultation with the individuals concerned and with the Nomination, Governance, Ethics and Corporate Responsibility Committee. In 2021, three Directors received training either on taking up office or further into their terms of office. This training was delivered by the Company or outside bodies, depending on Directors’ wishes and targets. All Chairmen of Board Committees are members of the IFA (French Institute of Directors), as is the Secretary of the Board of Directors. Directors are required to notify the Board of any conflict of interest, whether actual or potential, and must refrain from taking part in associated discussions or voting on associated decisions. Monitoring of related-party agreements Law, the Company’s Articles of Association and the Board’s own internal rules govern monitoring of related-party agreements. Proposed new agreements are reviewed prior to being signed. In addition, at the beginning of each financial year the Board of Directors reviews the purpose and application of agreements that will remain in effect. It checks whether they still meet the criteria on which their initial approval was based. No new agreements were authorised during financial year 2021. Preventing conflicts of interest b. Duty of disclosure and abstention

Dedicated electronic platform for Directors

An electronic platform, based on Axway Software’s Syncplicity solution, is used to provide secure access to documentation on all



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