Sopra Steria - 2019 Universal registration document


Organisation and operation of governance

presentation of a summary of internal audit reports, • follow-up on implementation of recommendations from • internal and external audit assignments, significant changes in the Company’s legal environment, • overview of the detailed legal structure and the plan to simplify • the legal structure, the proposed procedure for assessing routine agreements, • a presentation by the Industrial Director, • overview of the Group’s operational organisation and recent • changes in France; with regard to the management of the statutory audit: p statutory audit engagement (scope, work schedule, fees for the • past year, budget), the independence of the Statutory Auditors, • prior authorisation for non-audit services, • with regard to the Committee’s own organisation and activities: p The Statutory Auditors presented to Independent Directors sitting on the Committee with no managers in attendance. The same was true of the Director of Internal Audit. Éric Pasquier, CEO of Sopra Banking Software, abstained from attending these hearings reserved for independent Committee members. Minutes are prepared after every meeting and are then approved at the beginning of the following meeting. When requests by the Audit Committee cannot be satisfied immediately, they are subject to a formal follow-up procedure in order to ensure that they are addressed in full at the various meetings scheduled throughout the year. Eight specific requests were monitored using this approach in 2019 and were added to the meeting agendas established on the basis of the Committee’s annual work plan. Nomination, Governance, Ethics and Corporate b. Responsibility Committee The composition and functioning of the Nomination, Governance, Ethics and Corporate Responsibility Committee are governed by the Board’s internal rules and regulations and by a charter that is reviewed at regular intervals by the Committee and was approved by the Board of Directors on 25 October 2018. Its current members are: Kathleen Clark Bracco, permanent representative of Sopra GMT – p Chairwoman; Éric Hayat; p Pierre Pasquier; p Jean-Luc Placet (Independent Director); p Jean-François Sammarcelli (Independent Director); p Jessica Scale (Independent Director). p Regarding the Nomination, Governance, Ethics and Corporate Responsibility Committee, the tie-up between Sopra and Steria in 2014 entailed the Company’s departure from the recommendations of the AFEP-MEDEF Code, which state that Independent Directors should make up the majority (not 50%) of the members of such committees. It was decided that in the event of a split vote, the decision with the majority of votes from Independent Directors would be adopted by the Committee. the annual work schedule, • committee self-assessment, •

external audit: p managing the statutory audit of the financial statements by the • Statutory Auditors, ensuring compliance with requirements for the independence • of the Statutory Auditors, prior authorisation of non-audit services, • issuing a recommendation to the Board of Directors concerning • the Statutory Auditors to be proposed to the shareholders at the General Meeting. The Committee met in person seven times in 2019. Meetings were attended by the Statutory Auditors, the Chief Financial Officer and the Director of Internal Audit. The attendance rate for Committee members was 83%. All members were present at the two meetings preceding the review of the financial statements by the Board of Directors. In order for the Audit Committee to obtain any and all desired clarifications, its meeting on the annual financial statements is held at least twenty-four hours before that of the Board of Directors. Prior to that, two preparatory sessions are held to address issues of methodology or specific points on the preparation and presentation of the financial statements as well as risk exposure, including social and environmental risks. The main items of business in 2019 were as follows: with regard to the review of the financial statements and financial p policy: validation of cash-generating units, • asset impairment testing for 2018, • in-depth analysis of Axway Software’s business model, • approval of the financial statements for the year ended • 31 December 2018, presentation by the Statutory Auditors of the key audit matters • arising from the statutory audit and the accounting options adopted, review of the 2019 interim financial statements, • the Group’s credit lines (amount of guaranteed credit lines, • maturity, cost, monitoring of covenants), placement of a bond issue, • off balance sheet commitments and guarantees given under • the delegated authority of the Board of Directors, the project to implement IFRS 16; • w ith regard to monitoring the effectiveness of internal control p and risk management procedures: presentation of the organisation and work by the department • in charge of internal control and risk management, three risk mapping exercises (overall exercise, mapping of the • risk of corruption and influence peddling and mapping of risk relating to CSR – duty of care), presentation of improvements to the anti-corruption system • (Sapin II Act), coverage of risks by insurance policies, • organisation of the internal audit function and the work • programme for 2019, the “audit universe” (terminology used for the Group’s key • processes), periodic review of the internal audit charter, • checks on the exhaustiveness of the internal audit function’s • coverage of the Group,



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