Sopra Steria - 2018 Registration document

CORPORATE GOVERNANCE Departures from the guidelines set forth in the AFEP-MEDEF Code

3. Departures from the guidelines set forth in the AFEP-MEDEF Code

Recommendations regarding the status and compensation of company officers: p Recommendation 22. The Board of Directors has not, to date, fixed the number of shares that must be held and registered in the name of the Chairman of the Board of Directors who co-founded of the Company. Shares held directly or indirectly through Sopra GMT by the Chairman in a personal capacity or by the Chairman’s family group make up more than 10% of the Company’s share capital; p Recommendation 21.1 By way of an exception to the AFEP-MEDEF Code, the Chief Executive Officer’s employment contract was not terminated and remains in abeyance; The recommendation in this article applies to the Chairman and the Chief Executive Officer, but not to the Deputy Chief Executive Officers. • Hired on 27 July 1987 following his graduation from the École Polytechnique, Vincent Paris has spent his entire career within Sopra Steria Group or within the companies having merged since that date with Sopra Steria Group. After 26 years of employment within the Group, as part of the tie-up with Groupe Steria and as its integration was being completed, he was appointed Deputy Chief Executive Officer in January 2014, then Chief Executive Officer in April 2014, once again Deputy Chief Executive Officer in September 2014 and finally Chief Executive Officer again in March 2015. Although the criteria used to determine and structure his variable compensation – which have long been strictly in keeping with those used for the Company’s senior managers – underwent changes in 2017, they remain very similar. • At present, no commitments have been entered into by the Company with regard to severance pay, a non-compete payment or a supplementary pension plan for Vincent Paris. Vincent Paris is not a member of the Board of Directors. His employment contract has been in abeyance since his first appointment as Deputy Chief Executive Officer. • In light of his career within the Group, his length of service, his circumstances, his significant contributions and the components of his compensation, the decision not to terminate his employment contract still seems to be in the best interests of the Company. A decision of this kind would carry great symbolic weight and would, in addition, be difficult to envision without an agreement to a set of terms in exchange. On the other hand, the possible disadvantages of maintaining the employment contract in abeyance have not been identified. Nonetheless, it should be noted that if Vincent Paris were no longer a company officer, his employment contract would remain in effect and would entitle him to claim retirement bonuses or termination benefits, if applicable. The employment contract in abeyance is a standard Sopra Steria Group employment contract governed by the Syntec collective bargaining agreement with no special provisions, even concerning termination, compared with those signed by the Group’s other employees. As things stand, only standard legal rights ( droit commun ) would apply upon the termination of the employment contract.

At its meeting of 11 April 2019, the Board of Directors noted the following departures from the guidelines set forth in the AFEP-MEDEF Code after hearing the report of the Nomination, Ethics and Governance Committee: p Recommendation 13.1. The term of office of Directors under the Articles of Association is set at six years. The clauses of the Articles of Association whereby the term of office of Directors is limited to, but may be less than, six years 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 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. p Recommendation 10.3. 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 Chief Executive Officer in 2018. 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; 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.



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