Sopra Steria - 2019 Universal registration document

3 CORPORATE GOVERNANCE

Organisation and operation of governance

This chapter describes the organisation and operation of governance as well as the compensation policy for company officers and its application during financial year 2019. It contains explanations concerning the recommendations of the AFEP-MEDEF Code  (1) that were, by exception, set aside or only partially implemented in 2019.

Organisation and operation of governance 1.

Executive company officers 1.1. 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. ROLES OF EXECUTIVE COMPANY OFFICERS 1.1.1. 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: guides the implementation of the Group’s strategy and all related p matters, including mergers and acquisitions; assists Executive Management with the transformation of the p Group; oversees investor relations and manages the Board’s relations p with shareholders. The Chief Executive Officer: works with the Chairman to formulate strategy; p supervises the implementation of decisions adopted; p ensures the operational management of all Group entities. p 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. In 2019, 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, Governance, Ethics and Corporate Responsibility Committee, which found it to be realistic and appropriate to the Company’s circumstances. That being the case, following the review only very marginal updates were made to the plan. It is reviewed every year by the Committee, which reports on it to the Board of Directors. SUCCESSION PLAN FOR EXECUTIVE COMPANY 1.1.2. OFFICERS

OVERVIEW OF THE ACTIVITIES 1.1.3.

OF THE CHAIRMAN OF THE BOARD OF DIRECTORS IN 2019

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 the Board of Director’s shareholder 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 Chairman is responsible for maintaining balance between stakeholders (in particular shareholders, employees and local authorities) after taking into account the social and environmental challenges facing the business. 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 means the Group is able to act as quickly as needed and ensures decisions are taken with due care, without losing sight of Sopra Steria Group’s medium- and long-term strategic priorities.

The AFEP-MEDEF Code is the code to which the Company refers pursuant to Article L. 225-37 of the French Commercial Code. It is available on the website of France’s Haut (1) Comité de Gouvernement d’Entreprise (www.hcge.fr).

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SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2019