Sopra Steria - 2019 Universal registration document


Organisation and operation of governance


Items of business c. The Board of Directors was kept regularly informed of the activities of the three permanent committees through reports by their respective chairmen on the work performed between each meeting of the Board of Directors. The main items of business in 2019 were: approval of the financial statements for the year ended p 31 December 2018; approval of the interim financial statements for the first half p of 2019; 2019 budget; p quarterly performance; p approval of management forecasts and corresponding reports; p authorisation of a bond issue; p review of the work and recommendations of the Audit p Committee (including those concerning risk management and prevention of corruption and influence peddling); implementation of a procedure for assessing routine agreements; p continuation of previously authorised agreements; p the Group’s strategy after taking into account the social and p environmental challenges facing the Group; external growth transactions and investments in joint ventures; p the proposed divestment of a business; p review of the recommendations of the Compensation Committee, p in particular those relating to the compensation of company officers and the financial and non-financial criteria used for the variable portion of this compensation; decision to make an additional Group incentive payment in p respect of financial year 2018; review of the work and recommendations of the Nomination, p Governance, Ethics and Corporate Responsibility Committee, and in particular those concerning: the appointment of a director representing the employees on • the Compensation Committee, qualification of Independent Directors, • the Board of Directors’ formal assessment process; • the key social and environmental issues associated with the p Group’s business; company policy on workplace and pay equality; p convening of and preparation for the Combined General Meeting p of 12 June 2019; review of draft financial communications; p authorisation to guarantee commitments by subsidiaries p controlled by the Group; delegation to the Chief Executive Officer of the authorisation p received at the General Meeting of Shareholders to repurchase the Company’s shares; formal record of the level of the share capital at p 31 December 2018.

Audit Committee a. The composition and functioning of the Audit Committee are governed by the Board of Directors’ internal rules and regulations and by a charter that is reviewed at regular intervals by the Committee and approved by the Board of Directors on 26 July 2018. Its current members are: Marie-Hélène Rigal-Drogerys, Chairwoman (Independent p Director); Michael Gollner (Independent Director); p Éric Pasquier; p Jean-François Sammarcelli (Independent Director). p This composition provides the blend of financial and accounting expertise and knowledge of the business and its business lines that are necessary for the Committee’s work. The individual skills of each member of the Committee are set out in Section 1.2.1, “Members of the Board of Directors”, pages 55 to 57. The Committee meets six times a year on average and in any event no fewer than four times a year. A breakdown of its meetings is as follows: two meetings to review the interim and annual financial p statements respectively; three meetings to monitor internal control and risk management p systems and review internal audit; one meeting to review external audit. p The Committee has no decision-making powers of its own beyond the prior authorisation of non-audit services. It submits its findings and recommendations to the Board of Directors in support of the Board’s decisions. In the performance of its duties, the Committee may: receive any internal documentation necessary for its purposes; p hear any person affiliated with or external to the Company; p where applicable, retain the services of independent experts to p assist it at the Company’s expense; expedite an internal audit with the consent of the Chairman of p the Board of Directors. The Audit Committee Charter gives a precise definition of the Committee’s remit and explicitly states the principal matters excluded from that remit. The Committee’s main responsibilities include: financial statements and financial policy: p overseeing the procedure for preparing and processing • accounting and financial information, reviewing the financial statements and off-balance sheet • commitments, monitoring that accounting policies have been applied • consistently and are pertinent, reviewing financial policy; • internal control and risk: p monitoring the effectiveness of internal control and risk • management procedures and in particular the framework for preventing corruption and influence peddling, examining the review of risk mapping exercises, including those • focusing on social and environmental risks, monitoring internal audit and associated work, particularly as • regards procedures relating to the preparation and processing of accounting, financial and non-financial information;



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