Sopra Steria - 2019 Convening notice


Corporate governance and compensation of executive company officers

1.1.1. CONSEQUENCES OF THE SOPRA-STERIA MERGER The current size and composition of the Board of Directors again reflects to a large extent the negotiations conducted in 2014 by Sopra GMT with Groupe Steria with a view to its merger with Sopra Group to form Sopra Steria Group. These negotiations led to a shareholders’ agreement being put in place between Sopra GMT and Soderi, Groupe Steria’s general partner. To foster integration between the two companies, this shareholders’ agreement provides, until August 2019, a balance on the Board of Directors between the number of Directors representing Sopra GMT and those from Steria and for a Soderi representative to have one seat. Both of these groups – which were originally composed of four Directors – were limited to just three each when the Board of Directors was reconfigured in June 2018 to reduce the size of the Board of Directors and increase the proportion of Independent Directors. Sopra GMT’s representatives pursuant to this agreement are Pierre Pasquier, Éric Pasquier and Kathleen Clark Bracco (permanent representative of Sopra GMT). The Directors representing Steria are Astrid Anciaux, Solfrid Skilbrigt (Soderi’s representative) and Éric Hayat. In addition, Jean-Bernard Rampini, Chairman of Soderi, continues to sit on the Board of Directors as a Non-Voting Director. 1.1.2. PRESENTATION OF THE DIVERSITY POLICY The Board of Directors’ diversity policy is to build a reasonably sized team reflecting the Group’s needs and make-up, and the various different areas of interest, skills and experience that are needed for effective collective decision-making. Individually, each of the team’s members should also possess the powers of judgement and foresight, and uphold the standards of ethical conduct expected of a Director. The diversity issue and appointment of future members of the Board of Directors is considered every time a proposal is made to appoint or reappoint a Director at the General Meeting. The Nomination, Ethics and Governance Committee plays a key role in this area. The Committee and its Chairman were heavily involved in the renewal of the Board of Directors in 2018. Diversity is frequently addressed by using measurable indicators such as gender balance, age, nationality and skills. With respect to gender balance, the Company aims to continue moving toward gender equality to the greatest extent possible, and in any event has set itself the target of full compliance with the law in this respect. It is actively seeking to make its Board committees gender-balanced. Women account for six of the thirteen appointments made at the General Meeting (46%). Two of the three committees are chaired

by a female Director. Two of the three female Independent Directors belong to at least one committee. Age is not a criterion that is considered. The Company has not set a minimum or maximum age applicable to its Directors. However, French law limits the proportion of Directors aged over 70 to one- third. The average age of the members of the Board of Directors is 60. Two of the fifteen Directors are over 70 years old. The Company believes that a foreign national generally brings a multicultural perspective when appointed as a Director of a French company. Given the international dimension of the Group’s business activities, foreign nationals are an asset for the Board of Directors. Wherever possible, they should come from or live in the main countries in which the Group operates or in which it is seeking to expand some or all of its operations (United Kingdom, Spain, Scandinavia, Germany, United States). To attract Directors living outside France, the internal rules and regulations of the Board of Directors permit Directors to take part in meetings using videoconferencing or conference call systems, and the Company can make payments to cover their travel costs. A change in the arrangements used to assign the directors’ fees set by shareholders at the General Meeting is also being considered to more accurately reflect the role and responsibility of each individual Director. Six of the fifteen Directors are foreign nationals, and two reside outside France. It is a top priority for the Board of Directors to have a diverse range of skills. The Company has identified ten key competencies that it would like to be represented within the Board of Directors. These skills and areas of experience are as follows: p knowledge of consulting, digital services, software development, ability to promote innovation; p knowledge of one of the Group’s main vertical markets;

p entrepreneurial experience;

p executive management of an international group;

p finance, risk management and control; p human resources and labour relations; p international teams and organisations;

p social issues (institutions, professional associations, non-profit organisations);

p knowledge of Axway Software;

p operational experience within the Sopra Steria Group.



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