Sopra Steria - 2019 Convening notice
SOPRA STERIA GROUP PRESENTATION’S IN 2018
Corporate governance and compensation of executive company officers
Financial year 2019 and following On the recommendation of the Compensation Committee, the Board of Directors decided not to make any changes to the Chief Executive Officer’s annual fixed compensation.
The Board of Directors decided on the following variable compensation structure for the Chief Executive Officer:
% of AVC *
% of AFC *
Organic revenue growth of 4% to 6%
An improvement in the operating margin on business activity compared with 2018 (The specific target is not disclosed for confidentiality reasons and so as not to interfere with financial communications) Target aligned with the Group’s organisational and medium-term priorities (Exact details of the target are not disclosed for confidentiality reasons) Support provided to help meet corporate social responsibility targets, particularly regarding gender equality
* AVC: annual variable compensation; AFC: annual fixed compensation.
Based on the targets adopted, an amount equivalent to 60% of the annual fixed compensation cannot be exceeded. Even so, in the event of an outstanding performance relative to the quantifiable targets, the Board of Directors may, after consulting the Compensation Committee, authorise a gesture to recognize the fact that the targets were beaten, without exceeding the cap on annual variable compensation set at 100% of annual fixed compensation. Actual payment of the Chief Executive Officer’s variable compensation will, in any event, be subject to shareholder approval at an Ordinary General Meeting. The Compensation Committee formulated its recommendation to the Board of Directors in consideration of the strategy, the Group’s circumstances and the goal of boosting its performance and competitiveness over the medium to long term through qualitative targets.
At the present time, the Board of Directors does not envisage introducing another long-term incentive plan in 2019 granting performance shares to management. In accordance with the second paragraph of Article L. 225-37- 2 of the French Commercial Code, the principles and guidelines used to determine, structure and grant the fixed, variable and exceptional components of the total compensation and benefits of any kind received by the Chief Executive Officer and any Deputy Chief Executive Officers who might be appointed, in recognition of their service in these positions, are presented below. It should be noted that the payment of variable and exceptional components of compensation is subject to shareholder approval at an Ordinary General Meeting of the compensation package for the individual in question.
SOPRA STERIA CONVENING NOTICE 2019
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