Sopra Steria - 2019 Convening notice


Corporate governance and compensation of executive company officers

Requirement 5: Statutory Auditor Must not have been a Statutory Auditor during the preceding five years. Requirement 6: Term of office of over 12 years Must not have been a Director of the Company for more than 12 years. Directors lose their Independent Director status on the 12th anniversary date of their appointment. Requirement 7: Non-executive company officer A non-executive company officer may not be considered independent if he/she receives his/her variable compensation in cash or shares or any other payment linked to the performance of the Company or the Group. Requirement 8: Major shareholder Directors representing major shareholders of the Company or its parent company may be considered independent if these shareholders do not have full or partial control of the Company. However, if the relevant major shareholders hold more than 10% of the share capital or of voting rights, the Board, based on a report by the nomination committee, considers as a matter of course the Directors’ independent status with regard to the composition of the share capital and any potential conflicts of interest.

Michael Gollner

Javier Monzón

Jean-Luc Placet

Sylvie Rémond

Marie-Hélène Rigal-Drogerys

Jean-François Sammarcelli

Jessica Scale

Requirements (1)

Requirement 1: Executive company officer in the past five years

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

Requirement 2: Cross-directorships

✔ ✔ ✔ ✔ ✔ ✔ ✔

✔ ✔ ✔ ✔ ✔ ✔ ✔

Requirement 3: Material business relationships

Requirement 4: Family ties

Requirement 5: Statutory Auditor

Requirement 6: Term of office of over 12 years Requirement 7: Non-executive company officer

Requirement 8: Major shareholder

(1) In this table, ✔ represents an independence requirement that is satisfied and ✖ an independence requirement that is not satisfied.

Comments and clarifications

do not give rise to any reciprocal dependence. Accordingly, the Nomination, Ethics and Governance Committee considers that these services do not constitute a material business relationship likely to call into question Jean-Luc Placet’s status as an Independent Director. The Board of Directors has endorsed this view. On the recommendation of the Nomination, Ethics and Governance Committee, the Board of Directors concluded that: p Sylvie Rémond was appointed in her own name and does not represent the Société Générale group on the Board of Directors; p Sylvie Rémond’s professional duties do not place her in a position to take or influence decisions within the Société Générale group that might have repercussions for Sopra Steria’s business or operations; p the Société Générale group does not generally act as an advisor for the Group’s external growth transactions; p although the Société Générale group is a major client for Sopra Steria (accounting for more than 1% of the Group’s revenue), the existing business relations between the two groups do not entail any mutual dependence and are not different in nature from those maintained by Sopra Steria with other large French and international banking groups, given that the banking sector is one of Sopra Steria’s key markets. No other business relationships were identified by the Company with Independent Directors.

Requirement 1 Like Sopra Steria Group, Axway Software is fully consolidated by Sopra GMT. In keeping with the opinion of the Nomination, Ethics and Governance Committee, the Board of Directors considers that the status of Michael Gollner and of Marie-Hélène Rigal-Drogerys as members of the Board of Directors of Axway Software does not call into question their status as Independent Directors: p Axway Software’s day-to-day operations and investments are not discussed by Sopra Steria Group’s Board of Directors, although it is kept informed on a regular basis of the company’s position operational and financial performance; p the procedure for handling potential conflicts of interest apply to the consideration of matters related to Axway Software; p the Independent Directors present on both Sopra Steria Group’s and Axway Software’s Boards of Directors ensure that opinions independent of the core shareholder are heard on issues concerning both companies and their strategy. Requirement 3 Sopra Steria Group purchases consulting services from PwC. Jean-Luc Placet’s role within PwC is not connected operationally with the relevant activities. These services are not material either for Sopra Steria Group or for PwC, either with respect to their nature or the revenues they generate (0.03% of the Group’s purchases). They



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