Sopra Steria - 2019 Universal registration document
3 CORPORATE GOVERNANCE
Organisation and operation of governance
checking that there are rules of conduct which address • competition and ethics, ensuring that the anti-corruption framework operates • effectively and that the Company’s Code of Conduct, training, whistleblowing framework and disciplinary system as provided for in French law no. 2016-1691 of 9 December 2016 on transparency, the fight against corruption and modernisation of business life are all fit for purpose; assessing Company policy on sustainable development and • corporate responsibility; ensuring that the Company has implemented an • anti-discrimination and diversity policy and preparing for the Board of Directors’ annual review of the Company’s policy on workplace and pay equality; The Committee met seven times in 2019, with an attendance rate of 98%. Items of business included: concerning appointments and governance: p members of the Board of Directors (see Section 1.2.3 • Selection process), the search for new Directors and proposals to reappoint • Directors whose terms of office are nearing their end in 2020, composition of the committees and in particular the • participation of directors representing employees on specialist Board committees, the formal assessment process of the Board of Directors • and its committees, organisation and effectiveness of the Group’s governance and • annual review of the plan for unforeseen departures by the Chairman of the Board of Directors and the Chief Executive Officers, verification of Company compliance with the AFEP-MEDEF • Code, qualification of Independent Directors, • concerning ethics and corporate responsibility: p Company policy on workplace and pay equality, and diversity • policy, review of a letter from the Secretary of the Works Council, • presentation by the Sustainable Development Director, • social and environmental issues associated with the Group’s • business, presentation by the Human Resources Director covering, in • particular, the findings of the “Great Place to Work” survey, review of the draft Registration Document for 2018. • Minutes are prepared after every meeting and are then approved at the beginning of the following meeting. The Compensation Committee c. The composition and functioning of the Compensation 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 12 June 2019. Its current members are: Jean-Luc Placet, Chairman (Independent Director); p Hélène Badosa (Director representing the employees); p Kathleen Clark Bracco, permanent representative of Sopra GMT; p Éric Hayat; p
Governance was a key aspect of the negotiations relating to the p tie-up between Sopra and Steria. The balance between Directors representing Sopra GMT and Directors from Steria (see Section 1.2.2 of this chapter, page 57) as well as the precise composition of Board committees were among the conditions of the merger. It was agreed that Éric Hayat, the Group’s Vice-Chairman who p formerly served in this capacity at Steria, would be appointed to the Nomination, Governance, Ethics and Corporate Responsibility Committee and to the Compensation Committee. The Committee’s proposed membership was made public in advance and was approved by the shareholders. With this appointment, the number of Directors deemed p independent (3) was brought on an equal footing (50%) with that of the Directors representing the controlling shareholder, Sopra GMT (2) plus the Board member (1) formerly from Steria serving on the Nomination, Governance, Ethics and Corporate Responsibility Committee. At the close of the General Meeting of 12 June 2018, the terms p of office of two new independent members of the Committee ended, and two new Independent Directors were appointed to replace them, while maintaining the Committee’s balance. The composition of the Nomination, Governance, Ethics and p Corporate Responsibility Committee gives it the mix of skills and knowledge of the Group it needs for it to operate effectively. Given the current configuration of the Board of Directors, an additional Independent Director would be unable to participate effectively in the Committee’s work. The Chairman of the Board of Directors sits on the Nomination, Governance, Ethics and Corporate Responsibility Committee. The Committee hears the Chief Executive Officer on the items of business as necessary. The Committee has no decision-making powers of its own, but rather 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 at p the Company’s expense to assist it; The Committee’s main responsibilities are as follows: Nominations and governance: p preparing appointments of members of the Board of Directors • and executive company officers, proposing and managing changes it deems beneficial or • necessary to the procedures or composition of the Board of Directors, carrying out the annual review of the plan for unforeseen • departures by the Chairman of the Board of Directors and the Chief Executive Officer, evaluating the Board of Directors and the effectiveness of • corporate governance, verifying that good governance rules are applied at the • Company and its subsidiaries, assessing whether Board members may be deemed • independent in view of deliberations by the Board of Directors on this subject; Business ethics and corporate responsibility: p verifying that the Group’s values are observed, defended and • promoted by its company officers, executives and employees,
Sylvie Rémond (Independent Director); p Jessica Scale (Independent Director). p
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SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2019
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