Sopra Steria - 2018 Registration document

CORPORATE GOVERNANCE Board of Directors

2018

2017

(amounts rounded to the nearest euro)

Marie-Hélène Rigal-Drogerys Directors’ fees

€55,227

€41,852

Other compensation

-

-

Gustavo Roldan de Belmira (term of office ended at the close of the General Meeting of 12 June 2018) Directors’ fees not collected (reversion)

€14,977

€24,259

Other compensation

-

-

Hervé Saint-Sauveur (term of office ended at the close of the General Meeting of 12 June 2018) Directors’ fees

€34,848

€64,444

Other compensation

-

-

Jean-François Sammarcelli Directors’ fees

€33,983

€16,852

Other compensation

-

-

Jessica Scale Directors’ fees

€24,047

€16,852

Other compensation Solfrid Skilbrigt Directors’ fees Other compensation

-

-

€19,697

€16,852

-

-

Sopra GMT Directors’ fees

€34,532

€31,612

Other compensation

-

-

TOTAL

€476,732

€479,473

The total amount of directors’ fees to be allocated with respect to the 2018 financial year was €500,000 (Resolution 9 approved at the General Meeting of 12 June 2018). The directors’ fees allocated to Pierre Pasquier with respect to 2018, totalling €23,268, are presented in Table 2 – “AFEP-MEDEF Code of Corporate Governance for Listed Companies, June 2018”. The internal rules of the Board of Directors stipulate that the total amount of directors’ fees is fully allocated to members effectively taking part in the meetings of the Board and its committees (voting and non-voting members) solely in proportion to their attendance at those meetings, whether in person or by telephone, as follows: p an amount equal to 65% of the total directors’ fees being reserved and divided among members having attended Board meetings; p an amount equal to 20% of the total directors’ fees being reserved and divided among members having attended Audit Committee meetings, with each attendance by its Chairman counting double; p an amount equal to 10% of the total directors’ fees being reserved and divided among members having attended Compensation Committee meetings, with each attendance by its Chairman counting double; p an amount equal to 5% of the total directors’ fees being reserved and divided among members having attended Nomination Committee meetings, with each attendance by its Chairman counting double.

It should also be noted that:

p the implementation of the tripartite framework agreement for assistance entered into between Sopra GMT, Sopra Steria Group and Axway Software in 2011 resulted in the invoicing to Sopra Steria Group by Sopra GMT of a net amount of €802,794 in respect of the assignments performed under this agreement (see Section 2.4 below and the Statutory Auditors’ special report on related-party agreements and commitments on pages 212 to 213); p Trigone, a company controlled by Jean Mounet, invoiced commercial consulting services totalling €245,000 excluding VAT in 2018 under the terms of a contract signed in 2009; p Éric Hayat Conseil, a company controlled by Éric Hayat, provided consulting services for business development in strategic operations, billed in the amount of €302,450 excluding VAT under an agreement that took effect on 18 March 2015 for a period ending on 31 December 2018. The Board of Directors authorised the extension of this agreement on 25 October 2018.

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SOPRA STERIA REGISTRATION DOCUMENT 2018

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