SOPRA_STERIA_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Board of Directors

The Audit Committee Charter gives a precise definition of the Committee’s remit and explicitly states the principal matters excluded from that remit. The Committee’s main responsibilities include: p reviewing the financial statements, especially in order to: • provide a judgment on risk exposure, • verify that the procedures for gathering and checking information guarantee its reliability, • ensure that accounting policies have been applied consistently and are pertinent; p reviewing financial policy; p monitoring the effectiveness of internal control and risk management procedures, particularly as regards the work of the internal audit team; p managing the statutory audit of the financial statements by the Statutory Auditors; p ensuring compliance with requirements for the independence of the Statutory Auditors. The Committee met in person seven times in 2017. Meetings were attended by the Statutory Auditors, the Chief Financial Officer and the Director of Internal Audit. The attendance rate for Committee members was 100%. In order for the Audit Committee to obtain any and all desired clarifications, its meeting on the annual financial statements is held at least twenty-four hours before that of the Board of Directors. Prior to that, two preparatory sessions are held to address issues of methodology or specific points on the preparation and presentation of the financial statements. The main items of business in 2017 were as follows: p with regard to the review of the financial statements and financial policy: • sign-off on cash-generating units and the presentation of segment reporting, • 2016 impairment tests, • approval of the financial statements for the year ended 31 December 2016, • presentation by the Statutory Auditors of key takeaways from statutory audit findings and preferred accounting treatments, • review of the financial statements for the first half of 2017, • off balance sheet commitments and guarantees issued under the delegation of powers from the Board of Directors, • preparing the implementation of IFRS 9, 15 and 16, • management of pension funds in the United Kingdom, • joint ventures with public-sector entities in the United Kingdom, • cash management of certain subsidiaries, • review of a selection of management indicators; p with regard to monitoring the effectiveness of internal control and risk management procedures: • measures implemented and planned as part of the process to improve internal control, • organisation and 2017 work plan for internal audit, • risk mapping and “audit universe” (classification of key Group processes), • verification of the completeness of audit coverage across the Group by the Internal Audit team, • periodic review of the internal audit charter, • follow-up on implementation of internal and external audit recommendations, • significant changes in the Company’s legal environment,

• implementation of subsidiary self-assessments, • work on the simplification of the Group’s legal structure, • review of the draft report of the Chairman of the Board of Directors on internal control and risk management procedures, in preparation for the Board’s discussions on these issues, • a presentation by the Executive Committee member in charge of the Industrial Department, whose purview includes the quality management system and production security; p with regard to the management of the statutory audit: • statutory audit engagement (scope, work schedule, fees for the past year, budget), • consequences of the EU audit reform for the Statutory Auditors’ audit procedures and reporting, • prior authorisation for services other than the certification of the accounts, • Board of Directors recommendation to reappoint Mazars as joint Statutory Auditor; p with regard to the Committee’s own organisation and activities: • Committee self-assessment. The Statutory Auditors were heard by the Committee with no senior executives attending. The same was true of the Director of Internal Audit. When requests by the Audit Committee cannot be satisfied immediately, they are subject to a formal follow-up procedure in order to ensure that they are addressed in full at the various meetings scheduled throughout the year. Fourteen specific requests were monitored using this approach in 2017 and were added to the meeting agendas established on the basis of the Committee’s annual work plan. The Audit Committee requested the addition of an engagement to the internal audit plan for 2017. Lastly, the Audit Committee was kept informed of technology advances being monitored by the Group at an informal meeting of its members held at its request and not scheduled as part of its annual work plan. b. Compensation Committee The Compensation Committee is governed by the Board of Directors’ internal rules and regulations and by a charter approved by the Board of Directors. Its current members are: p Gérard Jean, Chairman (Independent Director); p Kathleen Clark Bracco, permanent representative of Sopra GMT; p Éric Hayat; p Jean-Luc Placet (Independent Director); p Gustavo Roldan de Belmira (Director representing the employees); p Christian Bret, Non-Voting Director. Christian Bret’s resignation as Director effective 19 January 2017 might be considered as entailing a departure from the recommendations of the AFEP-MEDEF Code, which states that independent Directors should make up the majority of the Committee’s members (excluding Directors representing employees in this determination). However, this is only an apparent departure. Christian Bret, now serving as a Non-Voting Director, is a full member of the Compensation Committee and meets all of the criteria set forth in the AFEP-MEDEF Code to be deemed independent. The Committee’s main responsibilities are as follows: p submitting its recommendations to the Board of Directors on the principles and guidelines used to determine, structure and grant the fixed, variable and exceptional components of the total compensation and benefits of any kind received by the company officers;

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SOPRA STERIA REGISTRATION DOCUMENT 2017