Sopra Steria - 2019 Convening notice


Corporate governance and compensation of executive company officers

Owing to their professional experience as well as activities pursued outside the Company, the members of the Board of Directors have all acquired expertise in the area of management and some of them also have gained expertise in the Company’s industry sector. In addition, to the best of the Company’s knowledge, none has: p any conflict of interest affecting the exercise of his/her duties and responsibilities; p any familial relationship with another member of the Board of Directors, with the exception of Éric Pasquier, who is related to Pierre Pasquier; p any conviction during the last five years in relation to fraudulent offences; Role and compensation of executive company officers 1.1. Roles of executive company officers On 19 June 2012, Sopra’s Board of Directors decided to separate the roles of Chairman and Chief Executive Officer. It confirmed this decision at the meeting it held after the General Meeting of 12 June 2018, during which the terms of office of all the current Directors, other than those of the Directors representing the employees, were extended. This separation of roles emerged as the most appropriate organisational choice in light of the themes raised by the Group’s growth and ongoing transformation. The Chairman is tasked with managing strategy, while the Chief Executive Officer is responsible for operations, but they and their teams work in close collaboration and maintain an ongoing dialogue. The Chairman: p Guides the implementation of the Group’s strategy and all related matters, including mergers and acquisitions; p Assists Executive Management with the transformation of the Group; p Oversees investor relations and manages the Board’s relations with shareholders. The Chief Executive Officer: p Works with the Chairman to formulate strategy; p Supervises the implementation of decisions adopted; p Ensures the operational management of all Group entities. It should be noted that Vincent Paris – appointed Chief Executive Officer on 17 March 2015 – does not hold any company officer positions outside the Group. 1.2. Succession plan for executive company officers In 2018, the succession plan for the executive company officers, namely the Chairman of the Board of Directors and the Chief Executive Officer, was reviewed by the Nomination, Ethics and Governance Committee, which found it to be realistic, effective and appropriate to the Company’s circumstances. This plan is reviewed every year by the Committee, which reports on it to the Board of Directors.

p been incriminated and/or been the focus of an official public sanction issued by statutory or regulatory authorities, nor barred by a court from serving as a member a supervisory board, board of directors or other management body of an issuer or from taking part in the management or conduct of an issuer’s business affairs at any point during the past five years; p been involved in any bankruptcy proceedings or been subject to property sequestration during the last five years as a member of a board of directors, a management body or a supervisory board. Furthermore, there are no service agreements binding the members of governing and management bodies to the issuer or to any one of its subsidiaries that provide benefits upon the termination of such agreements.

1.3. Overview of the activities

of the Chairman of the Board of Directors in 2018

The Chairman of the Board of Directors carried out activities on a full-time basis throughout the year, involving not only the direction of the work of the Board, but also complementary assignments entrusted to him by the governance. This scope comprises the governance of strategy, acquisitions and investor relations as well as the supervision of matters listed early in the year in coordination with the Chief Executive Officer. These issues all relate to preparations for the long term necessitated in particular by the Group’s transformation (transformation of HR, digital, industrial, main principles for the organisation and functioning of the Group, employee share ownership, promotion of values and compliance). The various matters placed under the Chairman’s responsibility require a perfect knowledge of operational realities and thus close relations with the Chief Executive Officer and the Executive Committee. This close relationship fosters information flows between them. It facilitates effective coordination on decisions required for the delivery of the medium-term strategic plan and follow-up over the long term on implementation of these decisions, although operational imperatives may be given a higher priority. The separation of the roles of Chairman and Chief Executive Officer is based on the definition of duties and responsibilities set out in the Board of Directors’ internal rules, observance of the respective prerogatives of the Chairman and Chief Executive Officer, a relationship founded on trust built up over time, and a natural complementarity between these office holders. In sum, the current framework contributes to fluid and flexible governance arrangements. It ensures decisions are taken with due care and provides the execution speed needed to keep a firm grip on Sopra Steria Group’s strategic priorities. 1.4. Agreement with Sopra GMT, the holding company that manages and controls Sopra Steria Group In carrying out all of these assignments, the Chairman draws on resources across the Group but is also supported by a permanent team of five individuals – four of whom are highly experienced – at



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