Sopra Steria - 2018 Registration document
CORPORATE GOVERNANCE Board of Directors
The main items of business in 2018 were as follows:
When requests by the Audit Committee cannot be satisfied immediately, they are subject to a formal follow-up procedure in order to ensure that they are addressed in full at the various meetings scheduled throughout the year. Thirteen specific requests were monitored using this approach in 2018 and were added to the meeting agendas established on the basis of the Committee’s annual work plan. The Audit Committee requested that a meeting concerning the external audit be added to the work schedule from 2018 onwards. b. Nomination, Ethics and Governance Committee The composition and functioning of the Nomination, Ethics and Governance Committee are governed by the Board of Directors’ internal rules and regulations and by a charter approved by the Board of Directors. Its current members are: p Kathleen Clark Bracco, permanent representative of Sopra GMT – Chairman; p regarding the Nomination, Ethics and Governance Committee, the tie-up between Sopra and Steria in 2014 entailed the Company’s departure from the recommendations of the AFEP-MEDEF Code, which state that Independent Directors should make up the majority (not 50%) of the members of such committees. • Governance was a key aspect of the negotiations relating to the tie-up between Sopra and Steria. The balance between Directors representing Sopra GMT and Directors from Steria (see Section 1.1.1 of this chapter, page 48) as well as the precise composition of Board committees were among the conditions of the merger. • It was agreed that Éric Hayat, the Group’s Vice-Chairman who formerly served in this capacity at Steria, would be appointed to the Nomination, Ethics and Governance Committee and to the Compensation Committee. The Committee’s proposed membership was made public in advance and was approved by the shareholders. • With this appointment, the number of Directors deemed independent (3) was brought on an equal footing (50%) with that of the Directors representing the controlling shareholder, Sopra GMT (2) plus the Board member (1) formerly from Steria serving on the Nomination, Ethics and Governance Committee. • In January 2017, one of the independent members of the Committee resigned as a Director before re-joining it after his appointment as a Non-Voting Director by the shareholders at the General Meeting of 13 June 2017. • At the close of the General Meeting of 12 June 2018, two new Independent Directors were appointed to replace one Independent Director and the Non-Voting Director, whose terms of office had ended, while maintaining the committee’s balance. • The composition of the Nomination, Ethics and Governance Committee gives it the mix of skills and knowledge of the Group it needs for it to operate effectively. Given the current configuration of the Board of Directors, an additional Independent Director would be unable to participate effectively in the Committee’s work. The Chairman of the Board of Directors sits on the Nomination, Ethics and Governance Committee. The Committee hears the Chief Executive Officer on the items of business as necessary. p Éric Hayat; p Pierre Pasquier; p Jean-Luc Placet (Independent Director); p Jean-François Sammarcelli (Independent Director); p Jessica Scale (Independent Director).
p with regard to the review of the financial statements and financial policy: • validation of cash-generating units; • asset impairment testing for 2017; • approval of the financial statements for the year ended 31 December 2017; • presentation by the Statutory Auditors of the key audit matters arising from the statutory audit and the accounting options adopted; • review of the 2018 interim financial statements; • the Group’s credit lines (amount of guaranteed credit lines, maturity, cost, monitoring of covenants); • off balance sheet commitments and guarantees given under the delegated authority of the Board of Directors; • the project to implement IFRS 16; p with regard to monitoring the effectiveness of internal control and risk management procedures: • presentation of work by the department in charge of internal control and risk management, • risk mapping exercise, • measures implemented and those provided for as part of the programme to improve internal control, • preparations for implementation of the General Data Protection Regulation, • presentation of the anti-corruption system (Sapin II Act), • coverage of risks by insurance policies, • business ethics, • organisation of the internal audit function and the work programme for 2018, • the “audit universe” (terminology used for the Group’s key processes), • checks on the exhaustiveness of the internal audit function’s coverage of the Group, • presentation of a summary of internal audit reports from joint ventures in the United Kingdom, • follow-up on implementation of recommendations from internal and external audit assignments, • significant changes in the Company’s legal environment, • detailed presentation of the corporate structure, p with regard to the management of the statutory audit: • statutory audit engagement (scope, work schedule, fees for the past year, budget), p with regard to the Committee’s own organisation and activities: • the annual work schedule, • the periodic review of the Committee’s own terms of reference, • committee self-assessment, • verification of the Committee’s compliance with best practices (revised IFA/KPMG guide). The Statutory Auditors were heard by the Committee with no senior executives attending. The same was true of the Director of Internal Audit. Minutes are prepared after every meeting and are then approved at the beginning of the following meeting. • the independence of the Statutory Auditors, • prior authorisation for non-audit services,
SOPRA STERIA REGISTRATION DOCUMENT 2018
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