CORPORATE GOVERNANCE Board of Directors
Directors, and give specific provisions for its three standing committees, namely: p the Audit Committee; p the Compensation Committee; p the Nomination, Ethics and Governance Committee The internal rules and regulations provide that the Board of Directors may create one or more “ad hoc” Committees and that those Committees may, in the performance of their respective duties and after having duly informed the Chairman, hear matters brought to them by the Group’s managers and use the services of external experts at the Company’s expense. The internal rules and regulations also address the following issues: summary of powers under applicable law and the Articles of Association, meetings, information received by the Board of Directors, training of members, evaluation of the Board, travel expenses, directors’ fees, confidentiality, non-voting members, works council representative, discretionary and other ethical obligations, in particular regarding conflicts of interest or stock exchange transactions. Number of meetings held during the financial year and attendance of directors In accordance with its internal rules and regulations, the Board of Directors is required to meet at least five times each year. An annual schedule is drawn up detailing the work of the Board. This schedule may be changed where justified by special events or deals. In accepting their appointments as Directors, all Board members agree to devote the time and attention necessary to fulfil their duties. Directors are required to be present at every meeting of the Board as well as those of its committees on which they serve, unless they are unable to attend due to an emergency situation or other legitimate reason. All Board members also agree to resign from their positions should they feel they are no longer able to fully assume their responsibilities. They must inform the Chairman of the Board of Directors of any change in their professional situation that might affect their availability. The Board of Directors met seven times in 2017. In 2017, the average attendance rate at Board meetings for Directors and the Non-Voting Director was 97%. No Director was absent from more than one Board meeting. The lowest individual attendance rate was therefore 86%. Sixteen of the Board members had an attendance rate of 100%. In 2017, in contrast with 2016 and as a departure from the recommendations of the AFEP-MEDEF Code, no meetings of the Board of Directors were held in the absence of Vincent Paris, Chief Executive Officer. However, it is worth noting that the latter is not a Director and does not take part in the Board’s discussions relating to the evaluation of his performance or the determination of his compensation. b. Issues discussed The Board of Directors was kept regularly informed of the activities of the three permanent committees through reports by their respective chairmen on the work performed between each meeting of the Board of Directors. The main items of business in 2017 were: p approval of the financial statements for the year ended 31 December 2016; p 2017 budget and major strategies; p quarterly performance; p approval of management forecasts and corresponding reports; p approval of the interim financial statements for the first half of 2017; 1.2.2. MEETINGS OF THE BOARD OF DIRECTORS a.
p continuation of previously authorised agreements; p preparation of the Combined General Meeting of 13 June 2017; p approval of the Report of the Chairman of the Board on corporate
governance, internal control and risk management; p end of the term of office of a Statutory Auditor;
p review of the recommendations of the Compensation Committee, in particular those relating to the compensation of company officers; p Group strategy; p review of the works council’s opinion on the Group’s strategic directions; p external growth transactions; p various transactions relating to the Group’s legal structure; p decision to make an additional group incentive payment in respect of 2016; p introduction of an employee share ownership plan; p introduction of a long-term incentive plan providing for awards of performance shares; p composition and functioning of the Board of Directors; p qualification of Independent Directors; p Company policy on workplace and pay equality; p authorisation to guarantee commitments by subsidiaries controlled by the Group; p delegation to the Chief Executive Officer of the authorisation received at the General Meeting of Shareholders to repurchase the Company’s shares; p formal record of the level of the share capital at 31 December 2016; p the functioning of the Board of Directors and the revision of its internal rules. Audit Committee The Audit Committee is governed by the Board of Directors’ internal rules and regulations and by a charter that is reviewed at least once every two years by the Committee and approved by the Board of Directors. Its current members are: p Hervé Saint-Sauveur, Chairman (Independent Director); p François Odin; p Marie-Hélène Rigal-Drogerys (Independent Director). This composition provides the blend of financial and accounting expertise and knowledge of the business that are necessary for the Committee’s work. This Committee meets at least four times a year. At least two of these meetings are convened to review the interim and annual financial statements, respectively. The Committee does not have its own decision-making power. It submits its findings and recommendations to the Board of Directors in support of the latter’s decisions in the areas of risk management and internal control, financial reporting and policy, internal auditing and external audits. In the performance of its duties, the Committee may: p receive any internal documentation necessary for its purposes; p hear any person affiliated with or external to the Company; p where applicable, make use of independent experts for assistance; p expedite an internal audit with the consent of the Chairman of the Board of Directors. 1.2.3. COMMITTEES OF THE BOARD OF DIRECTORS a.
SOPRA STERIA REGISTRATION DOCUMENT 2017
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