p verifying the application of rules determined for the calculation of variable components of compensation; p verifying the quality of the information communicated to shareholders concerning compensation, benefits in kind, options, and directors’ fees received by executive company officers; p where applicable, offering recommendations to Executive Management on the compensation of the company’s principal executives; p preparing the Board of Directors’ decisions regarding directors’ fees and their apportionment; p obtaining an understanding of pay policy and ensuring that this policy is in line with the Company’s interests and enables it to reach its objectives; p preparing the policy for granting share subscription or purchase options and awarding performance shares; p preparing decisions related to employee savings plans. The Committee hears the executive company officers at the start of each of its meetings and on each item of business as necessary. The Committee met four times in 2017. The member attendance rate was 96%. Items of business included: p fixed compensation, benefits in kind to be paid to company officers and their variable compensation: criteria, objectives and recommendations based on performance; p developing employee share ownership; p an additional group incentive payment in respect of financial year 2016; p long-term incentive plans providing for awards of performance shares; p review of the draft Registration Document for 2016; p apportionment of directors’ fees. c. Nomination, Ethics and Governance Committee The Nomination, Ethics and Governance 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 Kathleen Clark Bracco, permanent representative of Sopra GMT, Chairman; p Éric Hayat; p Gérard Jean (Independent Director); p Pierre Pasquier; p Jean-Luc Placet (Independent Director); p Christian Bret, Non-Voting Director. The Chairman of the Board of Directors sits on the Nomination, Ethics and Governance Committee. The Committee hears the Chief Executive Officer on the items of business as necessary. The tie-up between Sopra and Steria in 2014, followed by Christian Bret’s resignation as Director effective 19 January 2017, entailed 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. Governance was a key aspect of the negotiations relating to the tie-up between Sopra and Steria. The balance between Directors representing Sopra GMT and Directors formerly from Steria (see §1.1.1 of this chapter, page 50) as well as the precise composition of Board committees were among the conditions of the merger. It was therefore agreed that Éric Hayat, the Group’s Vice-Chairman who formerly served in this capacity

at Groupe Steria SCA, would be appointed to the Nomination, Ethics and Governance Committee. The Committee’s proposed membership was made public in advance and was approved by the shareholders. With this appointment, the number of Directors deemed independent (3) was brought on an equal footing with that of the Directors representing the controlling shareholder (2), Sopra GMT, plus the Director (1) formerly from Steria. Subsequently, Christian Bret, one of the Committee’s independent Directors, recognising that it would be mathematically impossible to reach the required proportion of women Directors (40%) given the legal limit of 18 members, decided to resign in January 2017. However, he became a member of the Committee once again, following his appointment as Non-Voting Director by vote of the shareholders at the General Meeting of 13 June 2017. This is supported by the Board of Directors’ internal rules, which stipulate that Non-Voting Directors may serve as full members of its committees. As indicated above, the Board of Directors is of the opinion that Christian Bret, Non-Voting Director, satisfies all the objective criteria set forth in the AFEP-MEDEF Code to be considered independent. The Committee’s main responsibilities are as follows: p preparing appointments of members of the Board of Directors and executive company officers; p carrying out the annual review of the plan for unforeseen departures by the Chairman of the Board of Directors and the Chief Executive Officer; p evaluating the Board of Directors and the effectiveness of corporate governance; p verifying that good governance rules are applied at the Company and its subsidiaries; p assessing whether Board members may be deemed independent in view of deliberations by the Board of Directors on this subject; p proposing and managing changes it deems beneficial or necessary to the procedures or composition of the Board of Directors; p verifying that the Group’s values are observed and promoted by its company officers, executives and employees; p checking that there are rules of conduct which address competition and ethics; p assessing Company policy on Corporate Responsibility. The Committee met five times in 2017, with a member attendance rate of 97%. Items of business included: p effectiveness of governance and annual review of the plan for unforeseen departures by the Chairman of the Board of Directors and the Chief Executive Officers; p selection of candidates for directorships; p assessment of the Board of Directors and its operations; p verification of Company compliance with the AFEP-MEDEF Code; p qualification of Independent Directors; p review of the Chairman’s report on corporate governance and Board operations; p Company policy on workplace and pay equality; p review of the draft of the Corporate Responsibility Report; p meeting with the Group’s Director of Sustainable Development and Corporate Responsibility; p the functioning of the Board of Directors and the revision of its internal rules.



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