Sopra Steria - 2019 Convening notice


Corporate governance and compensation of executive company officers

Each of these ten key areas of expertise and experience are currently represented on the Board of Directors by several Directors (see table below):

Main areas of expertise and experience

Kathleen Clark Bracco

Astrid Anciaux

Hélène Badosa

Éric Hayat René-Louis Gaignard Michael Gollner

Javier Monzón

Éric Pasquier

Pierre Pasquier

Jean-Bernard Rampini Sylvie Rémond

Jean-Luc Placet

Marie-Hélène Rigal-Drogerys Jean-François Sammarcelli Jessica Scale Solfrid Skilbrigt

Sopra GMT representative

Consulting, digital services, software development, innovation

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

Knowledge of one of the Group’s main vertical markets

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

Entrepreneurial experience

✔ ✔ ✔ ✔ ✔ ✔

Executive management of an international group

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

✔ ✔ ✔ ✔

Finance, risk management and control Human resources and labour relations International teams and organisations

✔ ✔ ✔

✔ ✔

✔ ✔ ✔ ✔ ✔ ✔

✔ ✔

✔ ✔

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

Social issues

✔ ✔ ✔ ✔ ✔

✔ ✔ ✔ ✔

Knowledge of Axway Software

✔ ✔

Operational experience within the Sopra Steria Group

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

1.1.3. DIRECTORS REPRESENTING THE EMPLOYEES AND EMPLOYEE SHAREHOLDERS p Two Directors representing employees were nominated in September 2018 by the Sopra Steria Group works council: Hélène Badosa, a member of the Compensation Committee, and René- Louis Gaignard. p Astrid Anciaux, Chairman of the Supervisory Board of the FCPE Steriactions corporate mutual fund, has been a member of the Board of Directors since September 2014.

p Jean-Bernard Rampini, Non-Voting Director, continues to provide the Board of Directors with the benefit of his expertise in employee share ownership. 1.1.4. INDEPENDENT DIRECTORS The Nomination, Ethics and Governance Committee also monitors the proportion of Independent Directors on the Board. Seven Directors are considered independent by the Board of Directors, or 54% of the Directors appointed by the shareholders at the General Meeting.

Every year, the Committee and then the Board of Directors review the status of each member of the Board of Directors with respect to the requirements for Independent Directors set out in Article 8 of the AFEP-MEDEF Code of Corporate Governance for Listed Companies:

Requirement 1: Employee or executive company officer in the past five years Must not have been at any time over the preceding five years and must not currently be:

p an employee or executive company officer of the Company;

p an employee or executive company officer or Director of a company that the Company consolidates;

p an employee, executive company officer or Director of the parent company or of a company consolidated by that parent company. Requirement 2: Cross-directorships Must not be an executive company officer of a company in which the Company directly or indirectly holds a directorship, or in which an employee appointed as such or an executive company officer of the Company (currently serving or having served within the preceding five years) holds a directorship. Requirement 3: Material business relationships Must not be a customer, supplier, commercial banker or corporate banker: p or a material portion of whose business is transacted with the Company or Group. The materiality of the relationship with the Company or its Group is considered by the Board, and the quantitative and qualitative criteria used to formulate its opinion (continuity, economic reliance, exclusivity, etc.) are stated explicitly in the annual report. Requirement 4: Family ties Must not have close family ties with a company officer. p of material importance to the Company or Group;



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