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

3.1.9 Role and compensation of senior executives and company officers

I Role of the senior executives and company officers

compensation awarded to the company officers are evaluated annually in light of the tasks performed by said officers as well as by comparing these with the compensation allocated to company officers of the Group's competitors in France and the United States. In practicing good governance, the Board of Directors entrusts the Remuneration Committee with reviewing the compensation policy thus instituted annually, so that it is consistent with the challenges faced by the Group. The Remuneration Committee will meet on average two to three times a year on these subjects. The recommendations made by the Remuneration Committee are sent to the Board of Directors, which discusses them and takes them into account in its decisions.

The Company has decided to separate the offices of Chairman and Chief Executive Officer. Given the challenges associated with the Group's growth and permanent transformation (digital, in particular), this separation of offices appears to be the most appropriate organization. The governance has entrusted the Chairman with steering and strategy and the Chief Executive Officer with operations, while at the same time setting up close cooperation and permanent dialog between the management bodies. The Company is also integrating the recommendations issued by the Middlenext Code, adopted since the Company's listing, in its approach to the roles and duties of its company officers. Determination of the amount and distribution of the

II Company officers' succession plan

The Board of Directors has instituted a succession plan for its Chairman.

III Report on the activities of the Chairman of the Board of Directors

of best practices. The terms of reference for this team and the principle of rebilling the Company for costs incurred are covered by a framework support agreement approved by the General Meeting under regulated agreements and commitments, and reviewed annually by the Board of Directors. The different subjects for which the Chairman is responsible require detailed knowledge of operational realities and thus a very close relationship with Executive Management and the Executive Committee. This is achieved by sharing information and consulting on decisions to be taken, with a view to implementing the medium-term strategic plan and monitoring execution of these decisions over time, although operational needs may be deemed priority due to their urgency. At its meeting on 6 June 2017, on a proposal from the Board of Directors, the General Meeting decided to set the compensation for the Chairman of the Board of Directors at 138,000 euros gross The Company's Board of Directors decided not to change Mr Pierre Pasquier's compensation for FY 2018.

The Chairman of the Board of Directors works as a full time officer throughout the year. His activity covered managing the work of the Board, as well as certain operational tasks covering a strictly defined scope. This scope embodies governance of corporate strategy, potential acquisitions, investor relations and certain subjects classified as strategic. These strategic subjects share the need to prepare the future of the Group for the long-term, in particular the digital transformation. To accomplish all these tasks, the Chairman is reliant on Group resources, as well as a central team of three very experienced individuals employed in the holding company, Sopra GMT. This team was formed during the spin-off/stock market listing of the Company, by transferring into the holding company managers who had spent most of their working life in the Group and had in-depth knowledge of all its inner workings. This team assist both Axway Software and for Sopra Steria and, in addition to the support provided separately to each of the two companies, oversees the exploitation of synergies and above all the sharing

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AXWAY - 2017 REGISTRATION DOCUMENT

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