AXWAY_REGISTRATION_DOCUMENT_2017

CORPORATE RESPONSIBILITY AXWAY GROUP AND ITS BUSINESS ACTIVITIES Administrative bodies and executive management

CORPORATE GOVERNANCE

CONSOLIDATED FINANCIAL STATEMENTS

2017 ANNUAL FINANCIAL STATEMENTS

CAPITAL AND AXWAY SOFTWARE STOCK

INFORMATIONS ADMINISTRATIVES ETbJURIDIQUES

COMBINED GENERAL MEETING OFb6bJUNEb2018

Attendance rate at Board meetings and committees

Directors considered asbindependent (1)

Position held on the Board ofbDirectors

Date of appointment

Offices and duties held during theblast five years Within the Group: None. Outside the Group: Director of TWENGA; CEO of TABAG; Director of Devoteam; Director of Tinubu. Expired offices: Chief Executive Officer of EMEA HP.

First name, last name and professional address

Expiration of term

90%

Yes

Director

General Meeting held on 22bJune 2015 and Board ofbDirectors meeting held on 28bJuly 2015

General Meeting convened to approve the financial statements for the year ended 31bDecember 2018

Yves de Talhouët Nationality: French - Age 59 Professional address: 39 rue Boileau 75016 Paris France Shares in the Company held personally: 0

(1) At its meeting of 22bFebruary 2017, the Board of Directors decided that the concept of independence defined by Recommendation No.b8 of the Middlenext Code should be retained in its current form and, on this basis, qualified as independent those directors meeting the criteria set out in that recommendation. The significance of business relations is assessed on a qualitative and quantitative basis since it is based on the percentage of revenue earned with companies in which the independent directors may be Board members. Moreover, the directors’ independence is appraised throughout the fiscal year. The directors concerned are required to notify the Company’s Board of Directors if any significant event comes to alter this qualification. (2) This qualification as an independent director is valid from 14/02/2014.

Pierre Pasquier has served as Chairman of the Board of Directors since 22ǾDecember 2001. Pierre Pasquier has some 45Ǿyears experience in the fields of IT and corporate management. InǾ1968 he co-founded Sopra GroupǾ SA (which became Sopra Steria GroupǾ SA inǾ 2014 following the merger with the Steria Group), the Company that created Axway, which is now one of France’s leading consulting, systems and solutions integration companies. He is a graduate of the University of Rennes (Mathematics, 1962). Kathleen Clark Bracco has served as a member of the Board of Directors since 28ǾApril 2011 and Vice-Chairman of the Board of Directors since 24ǾOctober 2013. Kathleen Clark Bracco has served as Deputy Managing Director of Sopra GMT since 1ǾJanuary 2012. She is also Sopra Steria GroupǾSA’s Director of Corporate Development. She was responsible for all investor relations in the same company for 12Ǿyears. Kathleen Clark Bracco began her professional career in the United States education sector. She is a graduate of the University of California at Irvine (Literature, 1994) and the University of California at San Jose (English, 1989). Véronique de la Bachelerie has served as a Member of the Board of Directors since 24ǾFebruary 2015. Véronique de la Bachelerie was appointed director following the resignation of Françoise Mercadal Delasalles at the meeting of the Board of Directors which took effect on 24ǾFebruary 2015. Véronique de la Bachelerie began her career as an account Changes in the composition of the Board of Directors for the year ended 31bDecember 2017 Appointments ● Nicole-Claude Duplessix effective 6bJune 2017 Non-renewal - Resignations - Cooptations -

auditor and joined the Société Générale Group inǾ1987. Since then, she has held various positions of management of the financial teams of the Société Générale Group. She was also CFO (Chief Financial Officer) of the retail networks of the Société Générale Group in France. Since MayǾ2013 she has acted as CEO (Chief Executive Officer) of the Société Générale Bank & Trust Luxembourg Group and has held various terms of office as director within the subsidiaries of the Société Générale Group in Luxembourg, Switzerland, Monaco and Tunisia. She is a graduate of the ESCP and is a French chartered accountant graduate. Pierre Yves Commanay is a Senior Manager in the Sopra Steria Group, where he has been Head of international development since early 2011. He has also had previous roles within the Group, which he joined inǾ1991. Specifically, he served as Chief Executive Officer of the subsidiary Sopra Group UK fromǾ2009 toǾ2012 and he was previously Industrial Director of Sopra Group India Pvt. Ltd. He is a graduate of the Université de Lyon (DESS postgraduate diploma in Management) and the Université de Savoie (Masters degree in Information Technology). Hervé Déchelette has served as a member of the Board of Directors since 28ǾApril 2011. Hervé Déchelette has been with Sopra GroupǾSA for most of his career, where he was first Chief Financial Officer, before being appointed Company Secretary untilǾ2008. He holds a degree from the École Supérieure de Commerce de Paris and is an expert- comptable (French equivalent of chartered accountant).

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AXWAY - 2017 REGISTRATION DOCUMENT

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