Sopra Steria - 2018 Registration document
ADDITIONAL INFORMATION Articles of Association
2. Operations of the Company’s management bodies, governance of the Company and control of Executive Management The Chairman of the Board of Directors ensures the smooth running of the Company’s management bodies, namely its Board of Directors and the Board’s standing committees, the relations of these bodies with Executive Management and the implementation of best practices in corporate governance. The Chairman of the Board of Directors makes sure that Directors are able to carry out their duties, and that they have adequate information. The Chairman of the Board of Directors ensures open lines of communication at all times between the Board of Directors and Executive Management. As such, the Chairman also keeps abreast of, and must be informed of, the Group’s circumstances and any decisions being considered whenever they are likely to have a significant impact on the conduct of business activities. To this end, the Chairman is kept informed of developments throughout the preparation of planned operations subject to prior approval by the Board of Directors and may offer comments on such plans. He/she may draw on the expertise of the Board committees and their chairmen and enjoys unrestricted access to Executive Management. 3. Relations with shareholders The Chairman provides information to shareholders at their General Meetings about the manner in which the work of the Board of Directors is prepared and organised as well as the internal control procedures put in place by the Group. The Chairman presides over General Meetings. In collaboration with the Chief Executive Officer, the Chairman ensures the appropriate management of the Company’s relations with its major shareholders. 4. Support provided to Executive Management In agreement with the Chief Executive Officer, the Chairman of the Board of Directors may take part in actions to address any issues of interest to the Company or the Group, notably those relating to business activities, strategic decisions or projects (in particular involving investments or divestments), partnership agreements and relations with employee representative bodies, risks and financial disclosures. In agreement with the Chief Executive Officer, he/she may also take part in any meetings. 5. Representation of the Company and the Group The Chairman of the Board of Directors represents the Board in its relations with third parties, apart from exceptional circumstances or in the case of specific assignments conferred upon individual Directors. In coordination with the Chief Executive Officer, the Chairman of the Board of Directors makes every effort to promote the values and image of the Group in all circumstances. In agreement with the Chief Executive Officer, the Chairman of the Board of Directors may represent the Group in its high-level relations, particularly with major partners or clients and government authorities, on the domestic and international fronts, and in terms of both internal and external communications. In the absence of the Chairman of the Board of Directors, Board meetings shall be chaired by the individual delegated for this purpose by the Chairman and, in the absence of this individual, by one of the two Vice-Chairmen. If the Chairman of the Board of Directors is not present, the individual chairing the meeting shall not have the casting vote in the event of a tie.
This provision shall not apply for the adoption of any of the following decisions: - approving the annual financial statements and the consolidated financial statements, and preparing the management report and the group management report; The deliberations of the Board of Directors are recorded in the form of minutes, which are prepared in accordance with the legal provisions in force and signed by the person having chaired the meeting and by at least one Director. In the absence of the person having chaired the meeting, the minutes shall be signed by at least two Directors. Copies or extracts of these minutes shall be certified by the Chairman of the Board of Directors, the Chief Executive Officer, a Director temporarily appointed to act as Chairman or an agent authorised for such purpose. ARTICLE 17 OF THE ARTICLES OF ASSOCIATION – POWERS OF THE BOARD OF DIRECTORS The Board of Directors shall establish the Company’s business policies and ensure they are carried out. Subject to the powers expressly reserved to shareholders’ meetings and within the limits of the corporate objects, the Board of Directors may consider any matter relating to the proper operation of the Company and shall resolve matters that concern the Company by its decisions. In its relations with third parties, the Company shall be bound by the acts of the Board of Directors that exceed the scope of the corporate objects, unless the Company proves that the third party was aware, or that in light of the circumstances could not have been unaware, that the act was not within said corporate objects. However, the mere publication of the Articles of Association shall not constitute such proof. The Board of Directors undertakes all the checks and verifications it deems necessary. Each Director is entitled to receive all the documents and information necessary to carry out his/her duties. The Board may grant all agents of its choice all delegations of powers, within the limits of the powers it holds pursuant to law and these Articles of Association. The Board may create committees charged with studying matters that the Board or the Chairman submits for their opinion and review. Under a delegation of powers granted at an Extraordinary General Meeting, the Board of Directors may amend the Company’s Articles of Association to ensure compliance with legal and regulatory requirements, subject to ratification at the following Extraordinary General Meeting. ARTICLE 18 OF THE ARTICLES OF ASSOCIATION – POWERS OF THE CHAIRMAN OF THE BOARD OF DIRECTORS The Chairman of the Board of Directors organises and directs the work of the Board of Directors, on which he/she reports to the General Meeting. He/she ensures the smooth running of the Company’s management bodies and, in particular, that the Directors are able to carry out their duties. ARTICLE 2 OF THE BOARD OF DIRECTORS’ INTERNAL RULES AND REGULATIONS – ROLE OF THE CHAIRMAN OF THE BOARD OF DIRECTORS 1. Organising and directing the work of the Board of Directors The Chairman of the Board of Directors organises and directs the work of the Board of Directors. The Chairman of the Board of Directors sets the schedule and agenda for meetings of the Board of Directors.
SOPRA STERIA REGISTRATION DOCUMENT 2018
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