CORPORATE GOVERNANCE Board of Directors
This chapter contains information on the Board of Directors, the roles and compensation of the executive company officers, and the recommendations of the AFEP-MEDEF Code (1) that have exceptionally been set aside or only partially implemented by the Company.
1. Board of Directors
1.1. Members of the Board of Directors
p about Axway Software, its technology and its market: the ownership of a 32.59% shareholding in Axway Software, which was spun off from Sopra Group and listed in 2011, has created an unusual situation as part of the work on strategy (Kathleen Clark Bracco, Emma Fernández, Pierre Pasquier and Hervé Saint-Sauveur are members of Axway Software’s Board of Directors); p in specific client sectors such as banking and finance (Sylvie Rémond’s and Jean-François Sammarcelli’s areas of expertise); p in areas related to management control and the assessment of the Company’s internal control and risk management system (Astrid Anciaux, Marie-Hélène Rigal-Drogerys, Sylvie Rémond and Hervé Saint-Sauveur are the Directors who possess these specific skills and expertise). 1.1.3. APPLICATION OF THE PRINCIPLE OF BALANCED GENDER REPRESENTATION Seven of the 17 members of the Board of Directors appointed by vote of the shareholders at the General Meeting are women (i.e. 41.2% of Board members). 1.1.4. DIRECTORS REPRESENTING THE EMPLOYEES AND EMPLOYEE SHAREHOLDERS p Two Directors representing employees were designated in August 2015 by the Sopra Steria Group works council, namely Aurélie Peuaud and Gustavo Roldan de Belmira. The latter is a member of the Compensation Committee. p Astrid Anciaux, Chairman of the Supervisory Board of the FCPE Steriactions corporate mutual fund, has been a member of the Board of Directors since September 2014. 1.1.5. INDEPENDENT DIRECTORS The Nomination, Ethics and Governance Committee also monitors the proportion of Independent Directors sitting on the Board. Every year, the Committee and then the Board of Directors review the members’ status in the light of the requirements of Article 8.5 of the AFEP-MEDEF Code of corporate governance for listed companies, according to which an Independent Director: p Requirement 1: must not be an employee or executive company officer of the Company; or an employee, executive company officer or Director of a consolidated company or the parent company, and must not have held such a position at any time over the preceding five years; p Requirement 2: must not be an executive company officer of a company in which the Company holds, either directly or indirectly, a directorship or in which an employee appointed as such or an executive company officer of the Company (serving currently or having served within the preceding five years) holds a directorship;
On the date at which this Registration Document was published, the Board of Directors had 19 members with the right to vote, 17 of whom were appointed at the General Meeting and 2 of whom were Directors representing employees. Sopra GMT, the Group’s key holding company in which the founders and their family groups own the bulk of their shareholding (see Chapter 6 of this document, “Sopra Steria Group and the stock market”, pages 229 to 232) has de facto control of Group. The terms of office of all currently serving Directors will end at the close of the General Meeting of 12 June 2018. The policies and procedures relating to the membership of the future Board of Directors are outlined in the presentation provided below of the resolutions submitted for the approval of the shareholders at the General Meeting (Chapter 8 of this document, “General Meeting of 12 June 2018”, pages 251 to 268). 1.1.1. CONSEQUENCES OF THE SOPRA-STERIA MERGER The current size and composition of the Board of Directors reflect to a large extent the negotiations conducted in 2014 by Sopra GMT with Groupe Steria with a view to its merger with Sopra Group to form Sopra Steria Group. To foster integration between the two companies, the shareholders’ agreement between Sopra GMT and Soderi, the general partner of Groupe Steria, provides, for an initial period of five years beginning in August 2014, a balance between the number of Directors representing Sopra GMT and those from Steria on the combined entity’s Board of Directors and for a Soderi representative to have one seat. Sopra GMT’s representatives pursuant to this agreement are Pierre Pasquier, François Odin, Éric Pasquier and Kathleen Clark Bracco (permanent representative of Sopra GMT). The Directors representing Steria are Astrid Anciaux, Solfrid Skilbrigt, Éric Hayat and Jean-Bernard Rampini, the latter being Soderi’s representative. 1.1.2. SKILLS AND EXPERTISE REQUIRED The Nomination, Ethics and Governance Committee chaired by Sopra GMT ensures that the members of the Board of Directors together possess the necessary skills and knowledge: p first and foremost about the Company and its business lines, particularly consulting, systems integration and industry-specific solutions in banking and also in its other sectors of activity. Thorough knowledge of the Company, its clients, its strategic, technological and commercial positioning is essential for strategic decision-making (most of the Directors have some or all of this expertise);
(1) The AFEP-MEDEF code is the code to which the Company refers pursuant to Article L. 225-37 of the French Commercial Code. It is available for download on the AFEP website at www.afep.com.
SOPRA STERIA REGISTRATION DOCUMENT 2017
Made with FlippingBook - Online catalogs