Sopra Steria - 2018 Registration document
CORPORATE GOVERNANCE Board of Directors
1.1.5. SENIOR INDEPENDENT DIRECTOR Since the duties of Chairman of the Board of Directors and of Chief Executive Officer are held by separate individuals, no Senior Independent Director ( administrateur référent ) has been appointed. The Chairman of the Board of Directors is responsible for the Board’s shareholder relations (see Section 2 below: “Role and compensation of executive company officers”). 1.1.6. NON-VOTING DIRECTORS Under the Articles of Association, Non-Voting Directors shall attend Board of Directors’ meetings, and shall receive notice of such meetings in the same manner as the Directors. At the initiative of the Board of Directors, they may also serve on the committees created by the Board.
Non-voting members receive all documents provided to the Board of Directors. They shall keep the Board’s items of business confidential. Non-voting members have no decision-making powers, but are at the disposal of the Board of Directors and its Chairman to provide their opinions on matters of all types submitted to them, particularly technical, commercial, administrative and financial matters. They participate in deliberations in an advisory capacity, but do not take part in votes. Their absence from meetings has no effect on the validity of decisions. Jean-Bernard Rampini, currently the Company’s only Non-Voting Director, brings to the Board of Directors his expertise in employee share ownership. His term of office will end at the close of the General Meeting convened in 2020 to approve the financial statements for the year ending 31 December 2019.
1.1.7. DETAILED PRESENTATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
PIERRE PASQUIER Chairman of the Board of Directors
Number of shares in the Company owned personally: 108,113 (1)
Date of first appointment: 1968 (date Sopra was founded)
p Member of the Nomination, Ethics and Governance Committee Business address: Sopra Steria Group – 6 Avenue Kleber 75116 Paris – France Nationality: French Age: 83
Date term of office ends: General Meeting to approve the financial statements for the year ended 31/12/2023
Appointments Outside the Group Outside France Listed company
Main positions and appointments currently held
p Chairman of the Board of Directors of Sopra Steria Group p Chairman of the Board of Directors of Axway Software
p Chairman and CEO of Sopra GMT
p Executive company officer, Director or permanent representative of Sopra GMT at Sopra Steria Group subsidiaries (direct and indirect) p Company officer of direct and indirect subsidiaries of Axway Software Other directorships and offices held during the last five years
Biography Pierre Pasquier has served as Chairman of the Board of Directors since the company, which he co-founded, was established in 1968. He is a graduate of the University of Rennes (mathematics, 1962). Pierre Pasquier served as Chairman and Chief Executive Officer of Sopra Group until 20 August 2012, when the roles of Chairman and Chief Executive Officer were separated. Pierre Pasquier is Chairman and Chief Executive Officer of Sopra GMT, the holding company for Sopra Steria Group and Axway Software. Pierre Pasquier has served as Chairman of the Board of Directors of Axway Software – formerly a wholly owned subsidiary of Sopra Steria Group listed on the stock exchange in June 2011 – since it was formed. Pierre Pasquier has over 50 years’ experience in IT services and corporate management. (1) The Pasquier family group holds 68.44% of the share capital of Sopra GMT (the holding company that takes an active role in managing Sopra Steria Group and Axway Software). Shares held directly or indirectly through Sopra GMT by the Chairman in a personal capacity or by the Chairman’s family group make up more than 10% of the Company’s share capital. See Chapter 6, Section 2 (“Share ownership structure”), on page 217 of this document.
SOPRA STERIA REGISTRATION DOCUMENT 2018
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