Sopra Steria - 2018 Registration document

CORPORATE GOVERNANCE Board of Directors

This chapter contains information on the Board of Directors, the roles and compensation of the executive company officers, and the recommendations of the AFEP-MEDEF Code (1) that have exceptionally been set aside or only partially implemented by the Company.

1. Board of Directors

1.1. Members of the Board of Directors

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 and their family groups hold the bulk of their shareholdings (see Chapter 6, “Sopra Steria Group and the stock market” on pages 217 to 220 of this document).

On the date at which this Registration Document was published, the Board of Directors had 15 members with the right to vote, 13 of whom were appointed at the General Meeting and two of whom were Directors representing employees.

❙ SUMMARY PRESENTATION OF THE BOARD OF DIRECTORS

Attendance rate (current term of office) June – December 2018

Personal information

Position on the Board

Number of directorships at listed companies (excluding Sopra Steria Group)

Years of service on the Board*

Nomination, Ethics and Governance Committee

Compen- sation Commit- tee

Inde- pendent Director

End of current term

Audit Commit- tee

Natio- nality

Beginning of term

Board of Directors

Name

Age Gender

Pierre Pasquier Chairman of the Board of Directors

83 M FRA

1

12/06/2018 AGM 2024

51

100%

100%

Éric Pasquier Vice-Chairman of the Board of Directors

48 M FRA

0

12/06/2018 AGM 2024

5

100% 100%

Sopra GMT, represented by Kathleen Clark Bracco Chairman of the Nomination, Ethics and Governance Committee Éric Hayat Vice-Chairman of the Board of Directors Astrid Anciaux Director Solfrid Skilbrigt Director Michael Gollner Director Javier Monzón Director Jean-Luc Placet Chairman of the Compensation Committee Sylvie Rémond Director Marie-Hélène Rigal-Drogerys Chairman of the Audit Committee

51 F

USA

1

12/06/2018 AGM 2024

5

100%

100% 100%

78 M FRA

0

12/06/2018 AGM 2024

5

100%

100% 100%

54 F

BEL

0

12/06/2018 AGM 2020 12/06/2018 AGM 2020 12/06/2018 AGM 2022 12/06/2018 AGM 2022 12/06/2018 AGM 2022

5

100%

59 F

NOR

0

4

100%

60 M USA/ GBR 62 M ESP

1

Yes

1

100% 67%

2

Yes

1

60%

100%

66 M FRA

0

Yes

7

100%

100% 100%

55 F

FRA

0

Yes

12/06/2018 AGM 2020 12/06/2018 AGM 2024

4

100%

48 F

FRA

1

Yes

5

100% 100%

(1) The AFEP-MEDEF Code is the code to which the Company refers pursuant to Article L. 225-37 of the French Commercial Code. It is available on the website of France’s Haut Comité de Gouvernement d’Entreprise (www.hcge.fr).

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SOPRA STERIA REGISTRATION DOCUMENT 2018