Sopra Steria - 2019 Universal registration document


Organisation and operation of governance

Comments and clarifications

Sylvie Rémond’s professional duties do not place her in a position p to take or influence decisions within the Société Générale group that might have repercussions for Sopra Steria’s business or operations; the Société Générale group does not generally act as an advisor p for the Group’s external growth transactions; although the Société Générale group is a major client for p Sopra Steria (accounting for more than 1% of the Group’s revenue), the existing business relations between the two groups do not entail any mutual dependence and are not different in nature from those maintained by Sopra Steria with other large French and international banking groups, given that the banking sector is one of Sopra Steria’s key markets. No other business relationships were identified by the Company with Independent Directors. SENIOR INDEPENDENT DIRECTOR 1.2.7. Since the duties of Chairman of the Board of Directors and of Chief Executive Officer are held by separate individuals, no Senior Independent Director (administrateur référent) has been appointed. The Chairman of the Board of Directors is responsible for the Board’s shareholder relations (see Section 1.1.1, “Role of executive company officers”). NON-VOTING DIRECTORS 1.2.8. Under the Articles of Association, Non-Voting Directors shall attend Board of Directors’ meetings, and shall receive notice of such meetings in the same manner as the Directors. At the initiative of the Board of Directors, they may also serve on the committees created by the Board. Non-voting members receive all documents provided to the Board of Directors. They shall keep the Board’s items of business confidential. Non-voting members have no decision-making powers, but are at the disposal of the Board of Directors and its Chairman to provide their opinions on matters of all types submitted to them, particularly technical, commercial, administrative and financial matters. They participate in deliberations in an advisory capacity but do not take part in votes. Their absence from meetings has no effect on the validity of decisions. In recent years, non-voting Board members have been appointed after serving as Directors in cases where the Board of Directors was keen to retain access to their knowledge of the Group or their expertise. Since they generally meet the criteria for independence, they have on occasion boosted the independence of the Board’s committees. Jean-Bernard Rampini, currently the Company’s only Non-Voting Director, brings to the Board of Directors his expertise in employee share ownership. His term of office is due to expire at the close of the General Meeting to be held on 9 June 2020, during which an amendment to the Articles of Association will be proposed to designate a Director representing employee shareholders at the General Meeting to be held in 2021 to approve the financial statements for the financial year ending 31 December 2020.

Requirement 1 Like Sopra Steria Group, Axway Software is fully consolidated by Sopra GMT. In keeping with the opinion of the Nomination, Governance, Ethics and Corporate Responsibility Committee, the Board of Directors considers that the status of Michael Gollner and of Marie-Hélène Rigal-Drogerys as members of the Board of Directors of Axway Software does not call into question their status as Independent Directors: Axway Software’s day-to-day operations and investments are not p discussed by Sopra Steria Group’s Board of Directors, although it is kept informed on a regular basis of the company’s position operational and financial performance; the procedure for handling potential conflicts of interest apply to p the consideration of matters related to Axway Software; the Independent Directors present on both Sopra Steria Group’s p and Axway Software’s Boards of Directors ensure that opinions independent of the core shareholder are heard on issues concerning both companies and their strategy. Requirement 3 In the case of a business relationship, its significance is deduced from checking various criteria (strategic nature of the service, mutual dependency, business volume, means of selection and frequency of competitive procedures, director’s involvement in the business relationship etc.). Business relationships identified between employers of two directors and Sopra Steria Group were deemed immaterial by the Board of Directors after the situation was reviewed by the company’s Nomination, Governance, Ethics and Corporate Responsibility Committee. Sopra Steria Group purchases consulting services from PwC. Jean-Luc Placet’s role within PwC is not connected operationally with the relevant activities. These services are not material either for Sopra Steria Group or for PwC, either with respect to their nature or the revenues they generate (0.03% of the Group’s purchases). They do not give rise to any reciprocal dependence. Accordingly, the Nomination, Governance, Ethics and Corporate Responsibility Committee considers that these services do not constitute a material business relationship likely to call into question Jean-Luc Placet’s status as an Independent Director. The Board of Directors has endorsed this view. At the recommendation of the Nomination, Governance, Ethics and Corporate Responsibility Committee, the Board of Directors concluded that: Sylvie Rémond was appointed in her own name and does not represent p the Société Générale group on the Board of Directors;



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