CORPORATE GOVERNANCE Departures from the guidelines set forth in the AFEP-MEDEF Code

3. Departures from the guidelines set forth in the AFEP-MEDEF Code

At its meeting of 11 April 2018, the Board of Directors noted the following departures from the guidelines set forth in the AFEP-MEDEF Code after hearing the report of the Nomination, Ethics and Governance Committee: p Recommendation 13.1. The term of office of directors under the Articles of Association is set at six years. The clauses of the Articles of Association whereby the term of office of directors is limited to, but may be less than, six years were approved by an 85.8% majority of the shareholders at the Combined General Meeting of 27 June 2014. The staggered renewal of terms of office would be aimed at striking the balance between change and continuity in the representation of shareholders and is the subject of a resolution submitted for the approval of shareholders. The maximum term length of six years allows for the re-appointment of one-third of Board members every two years and thus meets the Company’s current requirements. At the General Meeting of 12 June 2018, shareholders will be asked to approve the amendment to Article 14 of the Company’s Articles of Association calling for the staggered renewal of terms of office every two years and maintaining the maximum term length of six years in line with this approach; p Recommendation 10.3. 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 the 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; p Recommendations 16.1 and 17.1. The tie-up between Sopra and Steria in 2014 and Christian Bret’s resignation as Director effective 19 January 2017 entailed the Company’s departure, strictly speaking, from the recommendations of the AFEP-MEDEF Code, which state that independent Directors should make up the majority of the members of the Compensation Committee and, in principle, of the Nomination, Ethics and Governance Committee. 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 from Steria (see §1.1.1, 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, Sopra GMT (2) plus the Board member (1) formerly with Steria serving on the Nomination, Ethics and Governance Committee. 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 given the legal limit of 18 members, decided to resign. 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 has noted that Christian Bret, Non-Voting Director, satisfies all the objective criteria set forth in the AFEP-MEDEF Code to be considered independent. Recommendations regarding the status and compensation of company officers: p Recommendation 22. The Board of Directors has not, to date, fixed the number of shares that must be held and registered in the name of the Chairman of the Board of Directors. Shares held directly or indirectly through Sopra GMT by the Chairman in a personal capacity or by the Chairman’s family estate make up more than 10% of the Company’s share capital; p Recommendation 21.1. By way of an exception to the AFEP-MEDEF Code, the Chief Executive Officer’s employment contract was not terminated. and remains in abeyance. The recommendation in this article applies to the Chairman and the Chief Executive Officer, but not to the Deputy Chief Executive Officers. Hired on 27 July 1987 following his graduation from the École Polytechnique, Vincent Paris has spent his entire career within Sopra Steria Group or within the companies having merged since that date with Sopra Steria Group. After 26 years of employment within the Group, as part of the tie-up with Groupe Steria and as its integration was being completed, he was appointed Deputy Chief Executive Officer in January 2014, then Chief Executive Officer in April 2014, once again Deputy Chief Executive Officer in September 2014 and finally Chief Executive Officer again in March 2015. Although the criteria used to determine and structure his variable compensation, which have long been strictly in keeping with those used for the Company’s senior managers, have undergone changes in 2017, they remain very similar. At present, no commitments have been entered into by the Company with regard to severance pay, a non-compete payment or a supplementary pension plan benefiting Vincent Paris. Vincent Paris is not a member of the Board of Directors. His employment contract has been in abeyance since his first appointment as Deputy Chief Executive Officer. In light of his career within the Group, his length of service, his circumstances, his significant contributions and the components of his compensation, the decision not to terminate his employment contract still seems to be in the best interests of the Company. A decision of this kind would carry great symbolic weight and would, in addition, be difficult to envision without an agreement to a set of terms in exchange. On the other hand, the possible disadvantages of maintaining the suspended employment contract have not been identified. Nonetheless, it should be noted that if Vincent Paris were no longer a company officer, his employment contract would remain in effect until its natural expiration and would entitle him to claim termination benefits, if applicable. The suspended employment contract is a standard employment contract without any specific clauses, particularly in the event of termination.



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