Sopra Steria - 2018 Registration document
ADDITIONAL INFORMATION Articles of Association
3. Articles of Association
The Articles of Association and internal rules and regulations of Sopra Steria Group are available in full on the website, https://www.soprasteria.com, in the “Investors” section under “Governance”. 3.1. Board of Directors ARTICLE 14 OF THE ARTICLES OF ASSOCIATION – BOARD OF DIRECTORS The Company is administered by a Board of Directors comprising a minimum of three members and a maximum of eighteen, subject to the exception provided for by law in the event of a merger. The Directors representing the employees are not taken into account when determining the minimum and maximum number of Directors. 1. Term of office of Directors appointed at the General Meeting and Directors representing the employees Directors are appointed for a term of office of six years. By exception, upon their first appointment following 1 January 2018, Directors’ terms of office may be set at 1, 2, 3, 4 or 5 years such that directorships are renewed on a staggered basis every two years. In the year of expiry, Directors’ terms of office shall expire at the close of the Ordinary General Meeting convened to approve the financial statements for the previous financial year. They are immediately eligible for reappointment. 2. Directors appointed at the General Meeting Directors are appointed, reappointed or dismissed by the shareholders at Ordinary General Meetings. No one may be appointed a Director if, having exceeded the age of seventy-five years, his/her appointment results in more than one-third of Board members exceeding this age. Once this limit is exceeded, the oldest Director is deemed to have resigned from office. Directors may be natural or legal persons. When a legal person is appointed as Director, the latter names a permanent representative who is subject to the same conditions, obligations and liabilities as all other Board members, without prejudice to the joint and several liability of the legal person thus represented. In the event of one or more vacancies on the Board of Directors, between two General Meetings, the Board may make temporary appointments, in accordance with the requirements of Article L. 225-24 of the French Commercial Code. A Director appointed to replace another Director performs his/her duties for the remainder of the term of office of the individual previously serving in this position. Each Director must own at least one share in the Company. 3. Director representing the employees In accordance with the provisions of the French Commercial Code relating to Directors representing employees, whenever the number of Directors appointed at the General Meeting pursuant to Articles L. 225-17 and L. 225-18 of the French Commercial Code and in accordance with these Articles of Association is less than or equal to twelve, a Director representing the employees is nominated by the Company’s works council. Whenever this number is greater than 12, a second Director representing the employees is nominated by the Company’s works council. If this number should fall to 12 or below, the second Director representing the employees shall continue to serve for his/her full term of office.
The Director or Directors representing the employees are not required to hold shares in the Company. Provisions of the Articles of Association relating to Directors representing the employees shall cease to apply, with no impact on directorships still in force, when, at the end of a financial year, the Company no longer fulfils the prerequisites for their appointment. Further to the provisions set out in paragraph 2 of Article L. 225- 29 of the French Commercial Code, should the Company body designated in these Articles of Association fail to nominate a Director representing the employees, the decisions of the Board of Directors shall still be deemed to be valid. ARTICLE 15 OF THE ARTICLES OF ASSOCIATION – ORGANISATION OF THE BOARD OF DIRECTORS The Board of Directors elects from among its members a Chairman, who must be a natural person in order for the appointment to be valid. The Board determines the Chairman’s compensation. The Chairman shall be appointed for a term that may not exceed his/ her term of office as Director. The Chairman may be reappointed. The Board may remove the Chairman from office at any time. No one over the age of 85 may be appointed Chairman. If the Chairman in office exceeds this age, he/she shall automatically be deemed to have resigned. The Board may appoint one or two Vice-Chairmen from among the Directors. It can also appoint a secretary who need not be a Director or shareholder. In the event of the Chairman’s absence, Board meetings shall be chaired by any person specifically delegated for this purpose by the Chairman. In the absence of this individual, the Board meeting shall be chaired by one of the Vice-Chairmen. ARTICLE 16 OF THE ARTICLES OF ASSOCIATION – DELIBERATIONS OF THE BOARD OF DIRECTORS The Board of Directors meets as often as the Company’s interests require it to do so, at the request of its Chairman. The Chief Executive Officer, or if the Board has not met for more than two months, at least one-third of the Directors, may request the Chairman, who is bound by such request, to convene a meeting of the Board of Directors on the basis of a predetermined agenda. Convening notices are issued by any and all means including verbally. Board meetings shall take place at the registered office or in any other place specified in the convening notice. The Board can only validly conduct business in the presence of at least half the Directors. Decisions are taken on the basis of a majority of votes of members present or represented. In the event of a tie, the Chairman of the Board of Directors shall have the casting vote. If the Chairman of the Board of Directors is not present, the individual chairing the meeting in his/her absence shall have no casting vote in the event of a tie. An attendance sheet is signed by the Directors taking part in the Board meeting, either in person or by proxy. Internal rules and regulations shall be defined for the Board of Directors. These internal rules and regulations may include a provision whereby Directors who participate in the meeting by videoconference or any other means of telecommunication that enables them to be identified as required by law, shall be considered to be present for the purpose of calculating the quorum and majority.
SOPRA STERIA REGISTRATION DOCUMENT 2018
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