Sopra Steria - 2019 Universal registration document

First page Table of contents Next page Last page

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

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