2. Role and compensation of executive company officers

2.1. Roles of executive company officers On 19 June 2012, Sopra’s Board of Directors decided to separate the roles of Chairman and Chief Executive Officer. This separation of roles emerged as the most appropriate organisational choice in light of the themes raised by the Group’s growth and ongoing transformation. The Chairman is tasked with managing strategy, while the Chief Executive Officer is responsible for operations, but they and their teams work in close collaboration and maintain an ongoing dialogue. Vincent Paris was named Chief Executive Officer on 17 March 2015. He does not hold any comparable positions outside the Group. The Chairman: p guides the implementation of the Group’s strategy and all related matters, including mergers and acquisitions; p assists Executive Management by contributing to certain operational assignments. The Chief Executive Officer: p oversees investor relations; p works with the Chairman to design strategy; p supervises the implementation of decisions adopted; p ensures the operational management of all Group entities; p leads the transformation and industrialisation process. 2.2. Succession plan for executive company officers A succession plan for the executive company officers, namely the Chairman of the Board of Directors and the Chief Executive Officer, has been drawn up and was reviewed by the Nomination, Ethics and Governance Committee, which found it to be realistic, practicable and appropriate to the Company’s circumstances. This plan is re- examined each year by the Committee.

In carrying out all of these assignments, the Chairman drew on resources across the Group but was also supported by a central team at the holding company Sopra GMT, in line with its leadership role, comprised of three highly experienced individuals. This team was established at the time of the Axway Software spin-off by way of the transfer to the holding company of senior managers having spent most of their working life within the Group and who are therefore fully familiar with all details of its operations. This team offers the benefit of its expertise for both Sopra Steria Group and Axway Software and, beyond the support provided separately to each of these companies, makes sure that synergies are being fully tapped and especially that best practices are being shared. The work performed by this team and the principle for the rebilling to either company of the costs incurred are the focus of a framework agreement for assistance approved by the shareholders at the General Meeting among regulated agreements and commitments and reviewed each year by the Board of Directors. The various matters placed under the Chairman’s responsibility require a perfect knowledge of operational realities and thus very close relations with the Chief Executive Officer and the Executive Committee. This involves the sharing of information and effective coordination for decisions to be taken with a view to the accomplishment of the medium-term strategic plan and the monitoring of the implementation of these decisions over time, although other urgent operational needs may arise as priorities. The separation of the roles of Chairman and Chief Executive Officer is based on the definition of duties and responsibilities set out in the Board of Directors’ internal rules, observance of the respective prerogatives of the Chairman and Chief Executive Officer, a relationship founded on trust built up over time, and a natural complementarity due to the differences in age and experience. Given the senior executives currently in place, this system of governance offers significant fluidity, simplifies the decision-making process and ensures considerable speed of execution, in order to best address Sopra Steria Group’s strategic goals and challenges. 2.4. Principles and guidelines used to determine the compensation of executive company officers While paying particular attention to the stability of the principles used to determine and structure compensation for executive company officers, the Board of Directors re-examines their compensation packages on an annual basis to verify their fit with the Group’s requirements. The Board’s discussions are preceded by a series of two or three preparatory meetings of the Compensation Committee between December and February. During these meetings, the Compensation Committee considers the updated information it has received concerning the Group’s pay policy. It receives the performance assessment for the past year and the objectives set for the Executive Committee members, as well as the updates to the annual component of their compensation under consideration. It also requests benchmarking studies to compare its practices with those of other companies in its sector. Lastly, as regards the Chief Executive Officer, it examines the recommendations of the Chairman of the Board of Directors. The Committee ensures that its own recommendations are consistent with all of the information it receives.

2.3 Overview of the activities

of the Chairman of the Board of Directors in 2017

The Chairman of the Board of Directors carried out activities on a full-time basis throughout the year, involving not only the direction of the work of the Board, but also certain assignments of an operational nature having a clearly defined scope. This scope comprises the governance of strategy, acquisitions and investor relations as well as the supervision of several matters identified early in the year as strategic in coordination with the Chief Executive Officer. These strategic issues all relate to preparations for the long term necessitated in particular by the Group’s transformation (transformation of HR, digital transformation, main principles for the organisation and functioning of the Group, employee share ownership, promotion of values and compliance).



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