Sopra Steria - 2018 Registration document

CORPORATE GOVERNANCE Board of Directors

Owing to their professional experience as well as activities pursued outside the Company, the members of the Board of Directors have all acquired expertise in the area of management and some of them also have gained expertise in the Company’s industry sector. In addition, to the best of the Company’s knowledge, none has: p any conflict of interest affecting the exercise of his/her duties and responsibilities; p any familial relationship with another member of the Board of Directors, with the exception of Éric Pasquier, who is related to Pierre Pasquier; p any conviction during the last five years in relation to fraudulent offences; p been incriminated and/or been the focus of an official public sanction issued by statutory or regulatory authorities, nor barred by a court from serving as a member a supervisory board, board of directors or other management body of an issuer or from taking part in the management or conduct of an issuer’s business affairs at any point during the past five years; p been involved in any bankruptcy proceedings or been subject to property sequestration during the last five years as a member of a board of directors, a management body or a supervisory board. Furthermore, there are no service agreements binding the members of governing and management bodies to the issuer or to any one of its subsidiaries that provide benefits upon the termination of such agreements. 1.2. Preparation and organisation of the work of the Board of Directors THE BOARD OF DIRECTORS, ITS ORGANISATION AND ITS WORKING PROCEDURES The organisation and working procedures of the Board of Directors are governed by law, the Company’s Articles of Association and the Board’s own internal rules. Each of the permanent Board Committees has adopted its own charter approved by the Board of Directors setting forth how it should operate. a. Legal provisions The working procedures of the Board of Directors are governed by Articles L. 225-17 et seq. of the French Commercial Code. The principal mission of the Board of Directors is to determine the strategic directions to be followed by the Company and to oversee their implementation. b. Provisions in the Articles of Association The rules governing the organisation and procedures of the Board of Directors are set forth in Articles 14 to 18 of the Articles of Association. The Articles of Association are available on the Group’s website ( Investors section). By way of exception to the guidelines of the AFEP-MEDEF Code, the term of office of Directors under the Articles of Association is set at six years. The provisions of the Articles of Association setting the term of office of Directors to a maximum of six years, but permitting first appointments for shorter periods in order to stagger their renewal, were approved by an 82.7% majority of the shareholders at the Combined General Meeting of 12 June 2018. The maximum term length of six years allows for the re-appointment of one-third of Board members every two years and thus meets the Company’s 1.2.1. REGULATORY FRAMEWORK GOVERNING

current requirements. The Board of Directors will consider the issue of the length of terms of office again when the Articles of Association are next reviewed. c. Internal rules and regulations of the Board of Directors The internal rules and regulations of the Board of Directors were last revised on 21 February 2019. They define the roles of the Board of Directors, its Chairman and the Chief Executive Officer, and specify the conditions for the exercise of their prerogatives. They also provide that prior approval by the Board of Directors is required for certain decisions “that are highly strategic in nature or that are likely to have a significant impact on the financial position or commitments of the Company or any of its subsidiaries”. The internal rules and regulations are available on the Group’s website ( Investors section). They also set out the number, purpose and composition of the committees tasked with preparing certain matters for the Board of Directors, and give specific provisions for its three standing committees, namely: The internal rules and regulations provide that the Board of Directors may create one or more ad hoc committees and that those committees may, in the performance of their respective duties and after having duly informed the Chairman, hear matters brought to them by the Group’s managers and use the services of external experts at the Company’s expense. The internal rules and regulations also address the following issues: summary of powers under applicable law and the Articles of Association, meetings, information received by the Board of Directors, training of members, evaluation of the Board, travel expenses, directors’ fees, confidentiality, Non-Voting Directors, works council representatives, and discretionary and other ethical obligations, in particular regarding conflicts of interest or stock exchange transactions. a. Number of meetings held during the financial year An annual schedule is drawn up detailing the work of the Board. This schedule may be changed where justified by special events or deals. The Board of Directors met ten times in 2018. In 2018, as a departure from the recommendations of the AFEP- MEDEF Code, no meetings of the Board of Directors were held in the absence of the Executive Company Officer, Vincent Paris, Chief Executive Officer. However, it is worth noting that Vincent Paris is not a Director and does not take part in the Board’s discussions relating to the evaluation of his performance or the determination of his compensation. b. Directors’ attendance In accepting their appointments as Directors, all Board members agree to devote the time and attention necessary to fulfil their duties. Directors are required to be present at every meeting of the Board as well as those of its committees on which they serve, unless they are unable to attend due to an emergency situation or other legitimate reason. All Board members also agree to resign from their positions should they feel they are no longer able to fully assume their responsibilities. They must inform the Chairman of the Board of Directors of any change in their professional situation that might affect their availability. p the Audit Committee; p the Nomination, Ethics and Governance Committee; p the Compensation Committee. 1.2.2. MEETINGS OF THE BOARD OF DIRECTORS

61

SOPRA STERIA REGISTRATION DOCUMENT 2018