SOPRA_STERIA_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Board of Directors

2017

2016

(amounts rounded to the nearest euro)

Hervé Saint-Sauveur Directors’ fees Other compensation

€64,444

€64,099

-

-

Jean-François Sammarcelli Directors’ fees

€16,852

€15,951

Other compensation

-

-

Jessica Scale (appointed by the General Meeting of 22 June 2016) Directors’ fees

€16,852

€7,975

Other compensation Solfrid Skilbrigt Directors’ fees Other compensation

-

-

€16,852

€17,945

-

-

Sopra GMT Directors’ fees

€31,612

€33,329

Other compensation

-

-

TOTAL

€479,473

€478,209

The total amount of directors’ fees to be allocated with respect to the 2017 financial year was €500,000 (eleventh resolution approved at the General Meeting of 13 June 2017). The directors’ fees allocated to Pierre Pasquier with respect to 2017, totalling €20,527, are presented in Table 2 – “AFEP-MEDEF Code of corporate governance for listed companies, November 2016”. The internal rules of the Board of Directors stipulate that the total amount of directors’ fees is fully allocated to members effectively taking part in the meetings of the Board and its committees (voting and non-voting members) solely in proportion to their attendance at those meetings, whether in person or by telephone, as follows: p an amount equal to 65% of the total directors’ fees being reserved and divided among members having attended Board meetings; p an amount equal to 20% of the total directors’ fees being reserved and divided among members having attended Audit Committee meetings, with each attendance by its Chairman counting double; p an amount equal to 10% of the total directors’ fees being reserved and divided among members having attended Compensation Committee meetings, with each attendance by its Chairman counting double; p an amount equal to 5% of the total directors’ fees being reserved and divided among the attendees of Nomination Committee meetings, with the committee chairman’s attendance counting double.

It should also be noted that: p the implementation of the tripartite framework agreement for assistance entered into between Sopra GMT, Sopra Steria Group and Axway Software in 2011 resulted in the invoicing to Sopra Steria Group by Sopra GMT for a net amount (i.e. after the invoicing of services by Sopra Steria Group to Sopra GMT) of €1,276,323 in respect of 2017. It should be noted that the costs rebilled by Sopra GMT mainly comprise the portion of payroll and related personnel costs allocated to the services performed by Sopra Steria Group and, where applicable, the external expenses incurred by Sopra GMT under the same conditions, which are rebilled on a cost-plus basis including a 7% margin (see the Statutory Auditors’ special report on related-party agreements and commitments on pages 225 to 226); p Trigone, a company controlled by Jean Mounet, invoiced commercial consulting services totalling €280,000 excluding VAT in 2017 under the terms of a contract signed in 2009; p Éric Hayat Conseil, a company controlled by Éric Hayat, provided consulting services for business development in strategic operations, billed in the amount of €231,250 excluding VAT under an agreement that took effect on 18 March 2015.

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SOPRA STERIA REGISTRATION DOCUMENT 2017