Contents | 2 |
Integrated presentation of Sopra Steria | 3 |
Message from the Chairman | 4 |
Key figures for 2019 | 5 |
History and corporate plan | 6 |
Our mission and values | 7 |
Corporate responsibility | 8 |
Governance | 9 |
Business model and… | 10 |
… The value creation chain | 11 |
Breakdown of operations and employees | 12 |
Strategy and objectives | 13 |
Risk management | 14 |
Financial performance | 15 |
Dialogue with investors | 16 |
Contacts | 17 |
1. Business overview and strategies | 19 |
1. Sopra Steria Group at a glance | 20 |
2. History of Sopra Steria Group | 20 |
3. Overview of the digital services sector | 21 |
3.1. Main markets – Competitive environment of the digital services sector | 21 |
4. Sopra Steria’s activities | 22 |
4.1. A major European player in digital transformation | 22 |
4.2. Business expertise at the heart of our strategy | 25 |
4.3. Research and Development in Solutions | 27 |
5. Strategy and objectives | 28 |
5.1. Strong and original positioning in Europe | 28 |
5.2. Confirmed objectives and priority action areas | 28 |
5.3. Medium-term strategic objectives | 30 |
6. 2019 Full-year results | 30 |
6.1. Comments on 2019 performance | 30 |
6.2. Comments on the components of net profit attributable to the Group and net cash position in financial year 2019 | 31 |
6.3. Proposed dividend in respect of financial year 2019 | 31 |
6.4. Workforce | 31 |
6.5. Social and environmental footprint | 32 |
7. Key events and recent developments | 32 |
7.1. Key events during the year | 32 |
7.2. Recent developments | 32 |
8. Simplified Group structure at 31 December 2019 | 33 |
9. Group organisation | 34 |
9.1. Permanent structure | 34 |
9.2. Temporary structures for specific deals and projects | 35 |
2. Risk factors and internal control | 37 |
1. Risk factors | 38 |
1.1. Risk mapping exercise and methodology | 38 |
1.2. Summary overview of risk factors | 39 |
1.3. Detailed presentation of risk factors | 40 |
2. Insurance | 47 |
3. Internal control and risk management | 47 |
3.1. Objectives and framework for the internal control and risk management system | 47 |
3.2. Scope | 48 |
3.3. Components of the internal control and risk management system | 48 |
3.4. Participants in internal control and risk management | 49 |
3.5. Assessment and continuous improvement process | 51 |
4. Procedures relating to the preparation and processing of accounting and financial information | 52 |
4.1. Coordination of the accounting and financial function | 52 |
4.2. Preparation of the published accounting and financial information | 53 |
3. Corporate governance | 55 |
1. Organisation and operation of governance | 56 |
1.1. Executive company officers | 56 |
1.2. Board of Directors | 57 |
1.3. Preparation and organisation of the work of the Board of Directors | 78 |
2. Compensation policy | 85 |
2.1. Policy outline | 85 |
2.2. Executive company officers | 86 |
2.3. Board of Directors | 89 |
3. Implementation of compensation policy applicable to executive company officers over the past five years; fairness ratio | 90 |
3.1. Chairman of the Board of Directors | 90 |
3.2. Chief Executive Officer | 91 |
4. Standardised presentation of compensation paid to company officers | 92 |
5. Departures from the guidelines set forth in the Afep-Medef Code | 100 |
4. Corporate responsibility | 101 |
1. Sopra Steria, a committed and responsible Group, making a sustainable, human and enlightened contribution | 103 |
1.1. Overview of the Group’s corporate responsibility strategy and governance | 103 |
1.2. Major recognition | 107 |
1.3. Overview of reporting scope | 107 |
2. Social responsibility: A committed and responsible collective | 109 |
2.1. Responsible employment challenges | 109 |
2.2. Other labour-related information | 114 |
3. Societal responsibility: engaging all our stakeholders to build a positive future for all | 116 |
3.1. Dialogue with stakeholders | 116 |
3.2 Innovation and stategic partnerships | 117 |
3.3. Responsibility in digital | 118 |
3.4. Responsible purchasing | 119 |
3.5. Community and patronage | 120 |
3.6. Regional impact | 121 |
4. Environmental responsibility: innovating to address climate change and protecting the environment along our value chain | 122 |
4.1. Major commitments defined with leading global organisations | 122 |
4.2. Environmental challenges: Opportunities for the Group | 123 |
4.3. A Group recognised for its environmental commitment and action | 123 |
4.4. Targets and key achievements | 124 |
4.5. Climate change : A challenge we can anticipate and control | 129 |
5. Ethics and compliance | 130 |
5.1. Governance and organisation | 130 |
5.2. Policies and procedures | 130 |
5.3. Measures to prevent and combat corruption | 131 |
5.4. Tax regulations and transparency | 132 |
5.5. Data protection | 132 |
5.6. Duty of care and vigilance plan | 132 |
6. SDG/GRI/TCFD-CDSB cross-reference table | 134 |
7. Annex: Social and environmental indicators | 137 |
7.1. Summary of social indicators | 137 |
7.2. Summary of environmental indicators | 144 |
8. Report by the independent third party on the consolidated statement of non-financial performance presented in the management report | 149 |
5. 2019 Consolidated Financial Statements | 153 |
Consolidated statement of net income | 154 |
Consolidated statement of comprehensive income | 155 |
Consolidated statement of financial position | 156 |
Consolidated statement of changes in equity | 157 |
Consolidated cash flow statement | 158 |
Notes to the consolidated financial statements | 159 |
Statutory Auditors’ report on the consolidated financial statements | 220 |
6. 2019 Parent Company Financial Statements | 225 |
Cash flow statement | 226 |
Income statement | 227 |
Balance sheet | 228 |
1. Company description | 229 |
2. Significant events | 229 |
3. Accounting policies | 229 |
4. Notes to the income statement | 230 |
4.1. Operating income | 230 |
4.2. Staff costs and employee benefits | 231 |
4.3. Financial items | 232 |
4.4. Exceptional items | 233 |
4.5. Corporate income tax | 233 |
5. Notes to the balance sheet | 235 |
5.1. Non-current assets | 235 |
5.2. Other assets | 239 |
5.3. Equity | 241 |
5.4. Provisions for contingencies and losses | 242 |
5.5. Other liabilities | 243 |
5.6. Maturities of receivables and payables at the balance sheet date | 248 |
6. Other information | 249 |
6.1. Information on finance leases | 249 |
6.2. Off balance sheet commitments | 249 |
6.3. Exceptional events and legal disputes | 250 |
6.4. Subsequent events | 250 |
6.5. Summary for the last five financial years | 251 |
6.6. Maturity schedule of trade payables and receivables | 251 |
Statutory Auditors’ report on the parent company financial statements | 253 |
Statutory Auditors’ special report on related-party agreements | 257 |
7. Share ownership structure | 259 |
1. General information | 260 |
2. Share ownership structure | 261 |
3. Employee share ownership | 262 |
4. Voting rights | 262 |
5. Threshold crossings | 262 |
6. Shareholders’ agreements | 263 |
6.1. Agreement between Sopra GMT, Pasquier and Odin families, and management | 263 |
6.2. Agreement between Sopra GMT and Soderi: expired 12 August 2019 | 263 |
7. Control | 264 |
7.1. Breakdown of voting rights | 264 |
7.2. Members of the Board of Directors | 264 |
7.3 Measures to govern the control exercised by Sopra GMT | 264 |
8. Share buyback programme | 264 |
8.1. Implementation of the share buyback programme in 2019 | 264 |
8.2. Description of the 2020 share buyback programme | 265 |
9. Changes in share capital | 266 |
10. Securities giving access to the share capital – Potential dilution | 266 |
11. Information on transactions in securities by Directors or persons mentioned in Article L. 621-18-2 of the French Monetary and Financial Code | 267 |
12. Authorisations to issue securities granted to the Board of Directors at the Combined General Meetings of 12 June 2018 and 12 June 2019 | 267 |
12.1. Issue with pre-emptive subscription rights | 267 |
12.2. Issue without pre-emptive subscription rights | 268 |
12.3. Authorisations for issues reserved for employees and company officers without pre-emptive subscription rights | 268 |
13. Information required by Act 2006-387 of 31 March 2006 relating to public takeover offers | 269 |
14 Monthly share prices and trading volumes on Euronext Paris | 270 |
15. Share price performance | 270 |
16. Dividend per share | 271 |
8. Additional information | 273 |
1. Disclosures arising from specific obligations – Other risks | 274 |
1.1. Environmental risks | 274 |
1.2. Financial risks | 274 |
1.3 Legal and tax risks | 277 |
2. Articles of Association | 278 |
2.1. Board of Directors | 278 |
2.2. Executive Management | 281 |
2.3. General Meetings | 282 |
3. Person responsible for the Universal Registration Document and information on the auditing of the Company’s financial statements | 284 |
3.1. Person responsible for the Universal Registration Document | 284 |
3.2. Information relating to the Statutory Auditors | 284 |
4. Provisional reporting timetable | 284 |
5. Regulatory disclosures in 2019 | 285 |
6. Documents on display | 286 |
9. General meeting | 287 |
1. Agenda | 288 |
Requiring the approval of the Ordinary General Meeting | 288 |
Requiring the approval of the Extraordinary General Meeting | 288 |
Requiring the approval of the Ordinary General Meeting | 289 |
2. Summary of resolutions | 289 |
2.1. Ordinary General Meeting | 289 |
2.2. Extraordinary General Meeting | 291 |
2.3. Ordinary General Meeting | 304 |
3. Proposed resolutions | 307 |
Requiring the approval of the Ordinary General Meeting | 307 |
Requiring the approval of the Extraordinary General Meeting | 310 |
Requiring the approval of the Ordinary General Meeting | 320 |
4. Special reports of the Board of Directors | 321 |
Statement by the person responsible for the Universal Registration Document | 323 |
Index | 324 |
Glossary | 327 |
Cross-reference table | 329 |