Sopra Steria - 2018 Registration document

CORPORATE GOVERNANCE Board of Directors

The Committee’s main responsibilities are as follows:

p Kathleen Clark Bracco, permanent representative of Sopra GMT;

p preparing appointments of members of the Board of Directors and executive company officers; p carrying out the annual review of the plan for unforeseen departures by the Chairman of the Board of Directors and the Chief Executive Officer; p evaluating the Board of Directors and the effectiveness of corporate governance; p verifying that good governance rules are applied at the Company and its subsidiaries; p assessing whether Board members may be deemed independent in view of deliberations by the Board of Directors on this subject; p proposing and managing changes it deems beneficial or necessary to the procedures or composition of the Board of Directors; p verifying that the Group’s values are observed and promoted by its company officers, executives and employees; p checking that there are rules of conduct which address competition and ethics; p ensuring that the anti-corruption framework operates effectively and that the Company’s Code of Conduct, training, whistleblowing framework and disciplinary system as provided for in French law no. 2016-1691 of 9 December 2016 on transparency, the fight against corruption and modernisation of business life are all fit for purpose; p assessing Company policy on sustainable development and corporate responsibility; p ensuring that the Company has implemented an anti-discrimination and diversity policy and preparing for the Board of Directors’ annual review of the Company’s policy on workplace and pay equality. The Committee met six times in 2018, with an attendance rate of 100%. Items of business included: p effectiveness of governance and annual review of the plan for unforeseen departures by the Chairman of the Board of Directors and the Chief Executive Officers; p members of the Board of Directors: the search for new Directors and proposals to reappoint Directors whose terms of office are nearing their end; p assessment of the Board of Directors and its operations; p composition of the committees and the appointment of a director representing the employees on the Compensation Committee; p verification of Company compliance with the AFEP-MEDEF Code; p presentation by the Internal Control & Risk Management Department on progress made towards introducing the anti- corruption framework, including the Code of Conduct and the whistleblowing system. Minutes are prepared after every meeting and are then approved at the beginning of the following meeting. c. Compensation Committee The composition and functioning of the Compensation Committee are governed by the Board of Directors’ internal rules and regulations and by a charter that is reviewed once every two years by the Committee and approved by the Board of Directors. Its current members are: p qualification of Independent Directors; p company policy on workplace and pay equality; p review of the draft Registration Document for 2017;

Éric Hayat;

p

p Javier Monzón (Independent Director);

p Jessica Scale (Independent Director). The Committee’s main responsibilities are as follows:

p submitting its recommendations to the Board of Directors on the principles and guidelines used to determine, structure and grant the fixed, variable and exceptional components of the total compensation and benefits of any kind received by the company officers; p verifying the application of rules determined for the calculation of variable components of compensation; p where applicable, offering recommendations to Executive Management on the compensation of the company’s principal executives; p obtaining an understanding of pay policy and ensuring that this policy is in line with the Company’s interests and enables it to reach its objectives; p preparing the policy for granting share subscription or purchase options and awarding performance shares; p preparing the Board of Directors’ decisions regarding directors’ fees and their apportionment; p verifying the quality of the information communicated to shareholders concerning compensation, benefits in kind, options, and directors’ fees received by executive company officers. The Committee hears the executive company officers at the start of its meetings for general information and on each item of business as necessary. Minutes are prepared after every meeting and are then approved at the beginning of the following meeting. The Committee met six times in 2018, with an attendance rate of 98%. Items of business included: p fixed compensation, benefits in kind to be paid to executive company officers and their variable compensation: criteria, targets and recommendations based on performance; p a long-term incentive plan providing for awards of performance shares; p an additional Group incentive payment in respect of financial year 2017; 1.2.4. ORGANISATION AND ASSESSMENT OF THE BOARD OF DIRECTORS a. Access to information for members of the Board of Directors Dissemination of information – preparatory materials Article 4 of the internal rules and regulations states: p “Each member of the Board shall receive all information required in the performance of his/her mission and is authorised to request any documents deemed pertinent; p in advance of each meeting of the Board, a set of preparatory materials shall be addressed to members presenting the items on the agenda requiring special analysis and preliminary reflection, provided that confidentiality guidelines allow the communication of this information; p preparing decisions related to employee savings plans; p developing employee share ownership; p review of the draft Registration Document for 2017; p apportionment of directors’ fees.

p Jean-Luc Placet, Chairman (Independent Director); p Hélène Badosa (Director representing the employees);

64

SOPRA STERIA REGISTRATION DOCUMENT 2018

Made with FlippingBook Learn more on our blog