2021 Universal Registration Document


Organisation and operation of governance

Framework agreement for assistance with Sopra GMT

Nature Subject

Éric Hayat Conseil

Advisory and assistance services in the areas of strategy, finance and control

Business development advisory and assistance services to Executive Management (strategic operations)

Detailed description



Income (financial year ended) Expense (financial year ended)

€163 thousand €1,324 thousand

€0 thousand

€198 thousand

Relevant Members of the Board of Directors

Pierre Pasquier, Éric Pasquier, Kathleen Clark Bracco

Éric Hayat

Agreement already approved at a General Meeting Yes


Monitoring of routine agreements entered into at arm’s length The Board of Directors regularly assesses whether agreements pertaining to routine transactions entered into at arm’s length meet the necessary criteria. The procedure adopted by the Board calls for the following in particular: arrangements for identifying agreements subject to prior review p by the Board of Directors; the assessment by the Board of Directors of agreements that have p not been subject to such controls – any persons directly or indirectly affected by such an agreement may not take part in this assessment. The Board has adopted the principle of annual assessments. Assessment of the Board of Directors c. and its committees In accordance with the recommendations of the AFEP-MEDEF Code in this area: each year, at least one discussion by the Board of Directors is p devoted to its operating procedures and ways in which they might be improved; at least every three years, a formal assessment is carried out; p the Board of Directors thus conducted a formal assessment of its operations at end-2019, led by the Nomination, Governance, Ethics and Corporate Responsibility Committee. The previous such assessment took place in 2016. The Nomination, Governance, Ethics and Corporate Responsibility Committee proposed that the Board of Directors proceed with a self-assessment based on a questionnaire, with responses to be collected anonymously. To this end, the Committee drew up a draft questionnaire containing 35 items divided into five sections: members of the Board of Directors; p information provided to Directors; p meeting procedures and content; p relations between the Board of Directors and its committees; p assessment of individual contributions. p In particular, the aims of this questionnaire were to: evaluate to what extent the composition of the Board of Directors p actually represents all shareholders and allows it to fulfil its role and responsibilities efficiently. The questionnaire also focused on

the Directors’ contributions to meetings, their complementarity, independence and level of commitment, as well as their understanding of the Company’s business activities, and the manner in which they update and refresh their skills and knowledge; ascertain the quality of the information made available to Board p members and their level of satisfaction with the responses provided to their questions and the handling of their requests; identify potential opportunities for improvements relating to the p work procedures and encompassing all aspects, from the annual work schedule to the minutes of meetings; evaluate the preparation of discussions by the Board’s p committees and the contribution of their work to the quality of exchanges at Board meetings. After the questionnaire was approved by the Board of Directors, an overview of its findings was reviewed and discussed by the Nomination, Governance, Ethics and Corporate Responsibility Committee. The Committee also discussed an overview of its own self-assessment and the concurrent self-assessment undertaken by the Compensation Committee. It reported on its work to the Board of Directors at the Board meeting of 20 February 2020. The Audit Committee has conducted its own self-assessment for a number of years using a questionnaire that covers its composition and its working procedures, the way in which its work is organised and its ability to fulfil its responsibilities. The Committee compares its procedures with the best practices established by similar bodies in other companies. Lastly, it familiarises itself with any changes in the regulatory environment. It takes into account the conclusions of this work to improve its own working procedures. Self-assessment by the Board of Directors and its committees has identified opportunities for improvement, notably relating to its composition, information provided to members of the Board of Directors, particularly between meetings, minutes of the committees’ work, and more in-depth work on key environmental issues by the committee tasked with overseeing corporate responsibility. Practical solutions were found to the areas requiring improvement that had been identified. These were then presented to the Board of Directors, which approved them. The process concluded with a meeting on 20 October 2020. The Board of Directors’ discussions did not identify any new areas for improvement in 2021. A new formal assessment of the Board of Directors and its committees is planned for 2022.



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