p Requirement 3: must not be a customer, supplier, commercial banker or corporate banker material to the Company or Group; p Requirement 4: must not be a customer, supplier, commercial banker or corporate banker, a material portion of whose business is transacted with the Company or Group; p Requirement 5: must not have close family ties with a company officer; p Requirement 6: must not have been a Statutory Auditor during the preceding five years; p Requirement 7: must not have been a Director for more than 12 years. The eight Directors (47%) qualifying as independent are:
On the recommendation of the Nomination, Ethics and Governance Committee, the Board of Directors concluded that: p Sylvie Rémond was appointed in her own name and does not represent the Société Générale group on the Board of Directors; p Sylvie Rémond’s professional duties do not place her in a position to take or influence decisions within the Société Générale group that might have repercussions for Sopra Steria’s business or operations; p the Société Générale group does not generally act as an advisor for the Group’s external growth transactions; p although the Société Générale group is a major client for Sopra Steria (accounting for more than 1% of the Group’s revenue), the existing business relations between the two groups do not entail any mutual dependence and are not different in nature from those maintained by Sopra Steria with other large French and international banking groups, given that the banking sector is one of Sopra Steria’s key markets. No other business relationships were identified by the Company with Independent Directors. Requirement 7 Gérard Jean and Hervé Saint-Sauveur have been members of the Board of Directors since 2003. The Nomination, Ethics and Governance Committee considered this situation. It reached the conclusion that, as they have not requested the renewal of their terms of office, which will end at the close of the next General Meeting, they may be objectively considered as independent. In addition, as in 2017, these Directors’ professional circumstances and their roles within a radically overhauled Board of Directors have changed over the course of their terms. The company went from having a Supervisory Board and Management Board to a Board of Directors having a combined Chairman and Chief Executive Officer. It then switched to become a company with a Board of Directors having a separate Chairman and Chief Executive Officer. The merger between Sopra and Steria transformed the Group and expanded its shareholder base. The current executive management team has been in place only since 2015. The composition of the group of shareholders acting in concert led by the core shareholder Sopra GMT with de facto control of the Company has itself changed. These fundamental changes contributed to preventing the creation of ties to particular interests likely to compromise the exercise of these Directors’ independent judgement. The Board of Directors approved the recommendation of the Nomination, Ethics and Governance Committee and continued to consider Gérard Jean and Hervé Saint-Sauveur as Independent Directors. 1.1.6. NON-VOTING DIRECTORS Under the Articles of Association, Non-Voting Directors shall attend Board of Directors’ meetings, and shall receive notice of such meetings in the same manner as the Directors. At the initiative of the Board of Directors, they may also serve on the committees created by the Board. Non-voting members receive all documents provided to the Board of Directors. They shall keep the Board’s items of business confidential. Non-voting members have no decision-making powers, but are at the disposal of the Board of Directors and its Chairman to provide their opinions on matters of all types submitted to them, particularly technical, commercial, administrative and financial matters. They participate in deliberations in an advisory capacity, but do not take part in votes. Their absence from meetings has no effect on the validity of decisions. Through their participation in the Board’s activities, which is informed by their professional experience and career accomplishments, the Non-Voting Directors contribute to its independence.
Jean-Luc Placet; Sylvie Rémond;
p Marie-Hélène Rigal-Drogerys;
p Jean-François Sammarcelli;
p Jessica Scale. In addition, the Board of Directors has noted that Christian Bret, a Non-Voting Director, satisfies all the objective independence requirements stated in the AFEP-MEDEF Code. Comments and clarifications Requirement 1 Like Sopra Steria Group, Axway Software is fully consolidated by Sopra GMT. In keeping with the opinion of the Nomination, Ethics and Governance Committee, the Board of Directors considers that the status of Hervé Saint-Sauveur and of Emma Fernández as members of the Board of Directors of Axway Software does not call into question their status as Independent Directors: p Axway Software’s day-to-day operations and investments are not discussed by Sopra Steria Group’s Board of Directors, although it is kept informed on a very regular basis of the company’s position operational and financial performance; p the procedure for handling potential conflicts of interest apply to the consideration of matters related to Axway Software; p the Independent Directors present on both Sopra Steria Group’s and Axway Software’s Boards of Directors ensure that opinions independent of the core shareholder are heard on issues concerning both companies and their strategy. Requirements 3 and 4 Sopra Steria Group purchases consulting services from PwC. Jean-Luc Placet’s role within PwC is not connected operationally with the relevant activities. These services are not material either for Sopra Steria Group or for PwC, either with respect to their nature or the revenues they generate (0.03% of the Group’s purchases). They do not give rise to any reciprocal dependence. Accordingly, the Nomination, Ethics and Governance Committee considers that these services do not constitute a material business relationship likely to call into question Jean-Luc Placet’s status as an Independent Director. The Board of Directors has endorsed this view.
SOPRA STERIA CONVENING NOTICE 2018
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