Sopra Steria - 2018 Registration document

CORPORATE GOVERNANCE Board of Directors

1.2.3. COMMITTEES OF THE BOARD OF DIRECTORS

In 2018, the average attendance rate at Board meetings for Directors and the Non-Voting Director for the full financial year was 93%. Aside from the newly appointed Directors, whose constraints were not taken into account when the annual work programme was drawn up, the attendance rate of the Directors in office since 12 June 2018 was 100%. The Board of Directors decided in February 2012 to remove the fixed portion of directors’ fees. These are now all allotted based on actual attendance at meetings of the Board of Directors and its committees. c. Items of business The Board of Directors was kept regularly informed of the activities of the three permanent committees through reports by their respective chairmen on the work performed between each meeting of the Board of Directors. The main items of business in 2018 were: p approval of the financial statements for the year ended 31 December 2017; p approval of the interim financial statements for the first half of 2018;

a. Audit Committee The composition and functioning of the Audit Committee are governed by the Board of Directors’ internal rules and regulations and by a charter that is reviewed at least once every two years by the Committee and approved by the Board of Directors. Its current members are: p Marie-Hélène Rigal-Drogerys, Chairman (Independent Director);

p Michael Gollner (Independent Director);

Éric Pasquier;

p

p Jean-François Sammarcelli (Independent Director).

This composition provides the blend of financial and accounting expertise and knowledge of the business that are necessary for the Committee’s work. The Committee meets at least four times a year. At least two of these meetings are convened to review the interim and annual financial statements, respectively. The Committee does not have its own decision-making power. It submits its findings and recommendations to the Board of Directors in support of the Board’s decisions. In the performance of its duties, the Committee may: p receive any internal documentation necessary for its purposes; p hear any person affiliated with or external to the Company; p where applicable, retain the services of independent experts to assist it at the Company’s expense; p expedite an internal audit with the consent of the Chairman of the Board of Directors. The Audit Committee Charter gives a precise definition of the Committee’s remit and explicitly states the principal matters excluded from that remit. The Committee’s main responsibilities include: p financial statements and financial policy: • reviewing the financial statements, especially in order to: − provide a judgment on risk exposure, − verify that the procedures for gathering and checking information ensure its reliability, − ensure that accounting policies have been applied consistently and are pertinent; • reviewing financial policy. p internal control and risk: • monitoring the effectiveness of internal control and risk management procedures, • monitoring of the internal audit function and its work; external control: • managing the statutory audit of the financial statements by the Statutory Auditors, • ensuring compliance with requirements for the independence of the Statutory Auditors, • prior authorisation of non-audit services. The Committee met in person six times in 2018. Meetings were attended by the Statutory Auditors, the Chief Financial Officer and the Director of Internal Audit. The attendance rate for Committee members was 83%. In order for the Audit Committee to obtain any and all desired clarifications, its meeting on the annual financial statements is held at least twenty-four hours before that of the Board of Directors. Prior to that, two preparatory sessions are held to address issues of methodology or specific points on the preparation and presentation of the financial statements. p

p 2018 budget and major strategies;

p quarterly performance;

p approval of management forecasts and corresponding reports; p review of the work and recommendations of the Audit Committee;

p continuation of previously authorised agreements;

Group strategy;

p

p external growth transactions;

p various transactions relating to the Group’s internal legal structure; p review of the recommendations of the Compensation Committee, in particular those relating to the compensation of company officers; p decision to make an additional Group incentive payment in respect of financial year 2017; p introduction of a long-term incentive plan providing for awards of performance shares; p review of the recommendations of the Nomination, Ethics and Governance Committee, in particular those relating to: • composition and functioning of the Board of Directors, • qualification of Independent Directors; p separation of the functions of Chairman and Chief Executive Officer; p introduction of an employee share ownership plan;

p appointment of the Chairman and Vice-Chairmen;

p formation of Board committees and appointment of their members;

p company policy on workplace and pay equality;

p preparation for the Combined General Meeting of 12 June 2018;

p review of draft financial communications;

p authorisation to guarantee commitments by subsidiaries controlled by the Group; p delegation to the Chief Executive Officer of the authorisation received at the General Meeting of Shareholders to repurchase the Company’s shares; p formal record of the level of the share capital at 31 December 2017.

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SOPRA STERIA REGISTRATION DOCUMENT 2018