Sopra Steria - 2019 Universal registration document
3 CORPORATE GOVERNANCE
Organisation and operation of governance
CHANGES IN THE BOARD OF DIRECTORS AND ITS COMMITTEES SINCE THE START OF FINANCIAL YEAR 2019 ❙
Board of Directors
Javier Monzón (resigned 1 September 2019) René-Louis Gaignard (resigned 2 January 2020)
Gustavo Roldan de Belmira (appointed by the Works and Economic Council on 31 January 2020 to replace René-Louis Gaignard)
Audit Committee Nomination, Governance, Ethics and Corporate Responsibility Committee Compensation Committee
Javier Monzón (resigned 1 September 2019)
Hélène Badosa (from 21 February 2019) Sylvie Rémond (from 9 April 2020)
CONSEQUENCES OF THE SOPRA-STERIA 1.2.2. MERGER The current composition of the Board of Directors again reflects to a large extent the negotiations conducted in 2014 by Sopra GMT with Groupe Steria with a view to its merger with Sopra Group to form Sopra Steria Group. These negotiations led to a shareholders’ agreement being put in place between Sopra GMT and Soderi, Groupe Steria’s general partner. To foster integration between the two companies, this shareholders’ agreement provided a balance on the Board of Directors between the number of Directors representing Sopra GMT and those from Steria and for a Soderi representative to have one seat. Sopra GMT’s representatives pursuant to this agreement are Pierre Pasquier, Éric Pasquier and Kathleen Clark Bracco (permanent representative of Sopra GMT). The Directors representing Steria are Astrid Anciaux, Solfrid Skilbrigt (Soderi’s representative) and Éric Hayat. In addition, Jean-Bernard Rampini, Chairman of Soderi, continues to sit on the Board of Directors as a Non-Voting Director. The agreement between Sopra GMT and Soderi expired in August 2019, as provided for when Sopra and Steria merged. SELECTION PROCESS 1.2.3. The selection process is made up of four phases throughout which the Nomination, Governance, Ethics and Corporate Responsibility Committee plays a central role. First the needs analysis phase is initiated. This involves examining Directors whose terms of office are nearing their end, any constraints on the reappointment of current Directors, compliance requirements under the law and the Corporate Governance Code, and the objectives of the diversity policy, all of which are identified and taken into account. This analysis is undertaken for the Board of Directors itself and its three committees. It focuses on those needs due to arise first as well as makes projections for the years ahead.
A list of potential candidates is then drawn up based on the needs identified. This list draws on names put forward by members of the Nomination, Governance, Ethics and Corporate Responsibility Committee and members of the Board of Directors more generally, names resulting from searches undertaken by recruitment firms, proposals by Executive Management and, lastly, unsolicited applications received by the Company. The list of potential candidates is decided on by the Chairman of the Nomination, Governance, Ethics and Corporate Responsibility Committee. A file is put together based on publicly available information about the candidates. This file is reviewed by the Nomination, Governance, Ethics and Corporate Responsibility Committee, which decides which candidates to contact and meet. The third phase consists of arranging meetings with candidates selected by all members of the Nomination, Governance, Ethics and Corporate Responsibility Committee. The Committee’s members meet to compare their opinions. For each candidate, the Committee endeavours to assess the depth of their experience and how closely it corresponds to the company’s needs, how well they complement the skills needed by the Board of Directors, their availability and motivation, any conflicts of interest, and whether they meet the independence criteria laid down in the Corporate Governance Code. Additional actions are agreed upon as needed and a list of candidates to be presented to the Board of Directors is drawn up. In the final phase, the Board of Directors, after familiarising itself with the conclusions of the work undertaken, discusses the candidates put forward by the Nomination, Governance, Ethics and Corporate Responsibility Committee and decides which will be put to the vote at a General Meeting of Shareholders. Proposed appointments of new Directors to be put to the vote at the General Meeting of Shareholders on 9 June 2020 are the result of searches conducted in 2019 and 2020. The initial list consisted of 3 potential candidates put forward by Sopra GMT, 5 put forward by independent members of the Nomination, Governance, Ethics and Corporate Responsibility Committee, 1 put forward by a Director, 1 resulting from a search conducted by a recruitment firm, 1 put forward by Executive Management and 1 unsolicited application.
SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2019
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