Sopra Steria - 2019 Universal registration document
3 CORPORATE GOVERNANCE
Organisation and operation of governance
AGREEMENT WITH SOPRA GMT, THE HOLDING 1.1.4. 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 at the Sopra GMT holding company. Four of them have spent most of their careers with Sopra Steria Group. This team therefore has knowledge of the Group, its main managers and its organisational structure that an external service provider could not have. Its positioning within Sopra GMT gives it an external viewpoint and independence that belonging to a functional or operational department of the company would not be able to ensure in the same way. These resources enhance the Board of Directors’ ability to oversee the smooth running of the Company. The team, put in place when Axway Software was spun off, performs duties for Sopra Steria Group and Axway Software, in which Sopra Steria Group holds a 32.6% stake. Above and beyond the support provided separately to each of these companies, Sopra GMT makes sure that synergies are harnessed and, that best practices are shared. Sopra GMT’s staff work on specific assignments (management of acquisitions, board secretarial tasks for Sopra Steria Group and Axway Software and their committees) and provide assistance to the functional division managers of Sopra Steria Group and Axway Software. Sopra GMT’s employees play an active role on steering committees (for example, the Acquisition committee, Corporate responsibility consultative committee, Internal control – compliance steering committee) and work groups (for example as part of a work group on the IT system) and on key issues for Sopra Steria Group. providing both technical expertise and an independent opinion. The costs rebilled by Sopra GMT comprise the portion of payroll and related personnel costs allocated to the assignments performed for Sopra Steria Group, plus, where applicable, the external expenses (such as specialised advisors’ fees) incurred by Sopra GMT under the same conditions. Sopra Steria Group charges Sopra GMT fees for providing premises, IT resources, and assistance from the Group’s functional divisions as well as provision of appropriate expertise for Sopra GMT’s assignments. The work performed by this team and the principle for the rebilling to the Company of the costs incurred are covered in a framework agreement for assistance approved by the shareholders at the General Meeting among related-party agreements and reviewed each year by the Board of Directors. This agreement does not cover services provided in connection with the position of Pierre Pasquier within Sopra Steria Group.
In sum, 95% of Sopra GMT’s expenses are rebilled (with the remaining 5% reflecting the estimated expenses arising from Sopra GMT’s administration of its investments). Expenses are rebilled on a cost-plus basis including a 7% margin. By definition, Sopra GMT generally records a small operating loss. On average since 2011, 70% of the rebillings have been allocated to Sopra Steria Group. The actual allocation varies from year to year and reflects the respective needs of Sopra Steria Group and Axway Software. The tripartite agreement does not fall within the purview of Point 10° of Article R. 225-29-1 of the French Commercial Code, since it was not entered into as a result of the office held by Pierre Pasquier at Sopra Steria Group. Pierre Pasquier’s compensation at Sopra GMT (€60,000 gross p.a.), reflects his oversight of the assignments performed by the Sopra GMT team for Sopra Steria Group and Axway Software. 2019 was the first full year of employment for four of the holding company’s five employees, who joined it during 2018. The income and expenses recorded in Sopra Steria Group’s financial statements in respect of services provided under this agreement during the The Board of Directors reviewed the implementation of this agreement at its meeting of 20 February 2020 and unanimously agreed to maintain the previously granted authorisation for the current financial year; those Directors directly or indirectly affected did not take part in either the discussion or the vote. 1.1.5 The Chief Executive Officer is supported by two Deputy Chief Executive Officers. He is supported more broadly by the Executive Committee and the Management Committee in running the Group of which Sopra Steria Group is the parent company. These Committees ensure that Executive Management is supported by the Group’s key operational and functional managers. EXECUTIVE MANAGEMENT MEMBERS OF THE BOARD OF DIRECTORS 1.2.1. On the date at which this Universal Registration Document was published, the Board of Directors had 14 members with the right to vote, 12 of whom were appointed at the General Meeting and two of whom were Directors representing employees. Sopra Steria Group is under the de facto control of Sopra GMT, the holding company that takes an active role in management, through which the founders’ family groups hold the bulk of their shareholdings (see Chapter 7 “Share ownership structure”, pages 261 to 262 of this Universal Registration Document). financial year were as follows: expenses: €1.587 million; p income: €0.369 million. p Board of Directors 1.2.
SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2019
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