SUMMARY OF RESOLUTIONS
c. As high a proportion of Independent Directors as possible Sopra Steria Group is under the de facto control of Sopra GMT, the holding company that takes an active role in managing the Group, through which the founders’ family groups hold the bulk of their shareholdings. In this context, the minimum proportion of Independent Directors required by the AFEP-MEDEF Code is one- third. However, the Company is keen to make as much room as possible for Independent Directors and, in particular, to ensure that at least one Independent Director sits, alongside representatives of the holding company, on the Board of Directors of Axway Software, in which Sopra Steria Group held a 32.59% stake at 31 December 2017. The Company is keen to comply with the recommendations set out in the AFEP-MEDEF Code as regards the proportion of Independent Directors sitting on Board committees. By exception, the Nomination, Ethics and Governance Committee would consist of an equal proportion of Independent Directors and other Directors. This situation is a result of both the control exercised by the holding company and the personality, experience and qualifications of the Directors considered for membership of this committee, which carries out an annual review of the succession plan for executive company officers. Under the proposal presented at the General Meeting, Directors considered independent by the Board of Directors would make up 54% of the new Board of Directors. The seven future Directors considered independent by the Board of Directors are Sylvie Rémond, Marie-Hélène Rigal-Drogery, Jessica Scale, Jean-Luc Placet, Jean-François Sammarcelli, and newly appointed Directors Michael Gollner and Javier Monzón. The Board of Directors considers that Michael Gollner’s membership on the Board of Directors of Axway Software does not prevent him from being qualified as independent (see Section 1.1.5, pages 9 to 10 of this document). d. Paying attention to diversity Apart from the increase in the percentage of female Board members (currently 46%), the candidates proposed for the latest appointments are all nationals and/or residents of countries that are important markets for the Group (United Kingdom, Spain). e. Continued in-depth knowledge of the Company within the Board of Directors For reasons explained in the report on corporate governance, in- depth knowledge of the company, the challenges it faces and its operation is always considered the primary area of expertise needed on the Board of Directors. However, this requirement must not be allowed to prevent the Board of Directors from changing. It is therefore proposed that two new Directors join the Board: Javier Monzón, who has in-depth knowledge of the company’s industry sector in Europe, and Michael Gollner, who has a detailed understanding of Axway Software and skills useful to the Audit Committee. A detailed overview of the candidates proposed for appointment to the Board of Directors is set out below.
p Hervé Saint-Sauveur, Independent Director and Chairman of the Audit Committee, first appointed in 2003; p Christian Bret, non-voting member, appointed for a one-year term at the General Meeting of 13 June 2017. The Chairman and the Board of Directors as a whole have formally noted these intentions and warmly thanked each Director for his or her contribution. After taking this situation into account, the principles guiding the future composition of the Board of Directors are as follows: p compliance with the provisions of the shareholders’ agreement between Sopra GMT and Soderi; p as high a proportion of Independent Directors as possible; p continued in-depth knowledge of the Company within the Board of Directors. Staggering Directors’ terms of office will make it possible to transition from the current to the next Board of Directors in two stages, at the 2018 and 2020 General Meetings. It should be noted that Directors’ terms of office will continue to be immediately renewable for six years upon expiry, regardless of the duration of their initial term of office. a. Reduction in the size of the Board of Directors It is common for Boards of Directors to increase in size following a merger. Such expansion brings with it many disadvantages. It often means Board meetings take longer and each Director has less time to speak. A 13-member Board (excluding Directors representing the employees and one Non-Voting Director) would achieve the right balance between the required level of expertise and diversity on the one hand and optimal functioning on the other. b. Compliance with the provisions of the shareholders’ agreement between Sopra GMT and Soderi This agreement was entered into for an initial period of five years with effect from August 2014. In particular, it provides that the Board of Directors will include Directors originating from Steria, including a representative of Soderi. One of the key aspects of the negotiations that resulted in the tie-up between Sopra Group and Groupe Steria was governance. Beyond its symbolic importance, this emphasis on governance has unquestionably contributed to the successful integration of the two companies. The composition of the Board of Directors proposed to the shareholders at the General Meeting would include two Directors originating from Steria, appointed for a term of two years, including the representative of Soderi, and one Director appointed for a term of six years. The Board of Directors would also include a Non-Voting Director originating from Steria. p a reduction in the size of the Board of Directors; p paying attention to diversity;
SOPRA STERIA CONVENING NOTICE 2018
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