Sopra Steria - 2019 Universal registration document


Organisation and operation of governance

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: recommend to the Board of Directors compensation policies p applicable to company officers; verifying the application of rules determined for the calculation of p variable components of compensation; where applicable, offering recommendations to Executive p Management on the compensation of the company’s principal executives; obtaining an understanding of pay policy and ensuring that this p policy is in line with the Company’s interests and enables it to reach its objectives; preparing decisions related to employee savings plans; p preparing the policy for granting share subscription or purchase p options and awarding performance shares; verifying the quality of the information communicated to p shareholders concerning compensation, benefits in kind, options, and compensation in accordance with Article L. 225-45 of the French Commercial Code, received by executive company officers. The Committee hears the executive company officers at the start of its meetings for general information and on each item of business as necessary. Minutes are prepared after every meeting and are then approved at the beginning of the following meeting. The Committee met five times in 2019, with an attendance rate of 94%. Items of business included: compensation policy of the Chairman of the Board of Directors; p the Chief Executive Officer’s compensation policy and in particular p criteria and targets associated with his variable compensation; the recommendation to the Board of Directors concerning p variable compensation paid to the Chief Executive Officer in respect of 2018; preparatory work on the fairness ratio; p expiry of a long-term incentive plan based on performance shares p and determination of targets for similar plans currently in force; review of the draft Registration Document for 2018; p apportionment of compensation referred to in Article L. 225-45 p of the French Commercial Code in respect of financial year 2018. ORGANISATION AND ASSESSMENT 1.3.4. OF THE BOARD OF DIRECTORS Access to information for members of the Board a. of Directors Dissemination of information – preparatory materials Article 4 of the internal rules and regulations states: “each member of the Board shall receive all information required p in the performance of his/her mission and is authorised to request any documents deemed pertinent;

in advance of each meeting of the Board, a set of preparatory p materials shall be addressed to members presenting the items on the agenda requiring special analysis and preliminary reflection, provided that confidentiality guidelines allow the communication of this information; the members of the Board shall also receive, in the intervals p between meetings, all pertinent and critical information concerning events or operations that are significant for the Company. This information shall include copies of all press releases disseminated by the Company”. The members of the Board of Directors receive a monthly summary report on Sopra Steria Group’s share performance. This report describes and analyses developments in the share price and trading volumes, putting them into perspective by highlighting main trends in macroeconomic data and financial markets. Board members receive all press releases intended for investors and are invited to the presentations of the Company’s full-year and half-year results. Electronic platform for use by the Directors An electronic platform, based on Axway Software’s Syncplicity solution, is used to provide secure access to documentation on all types of devices: computers, tablets and smartphones. Members of the Board of Directors can view or download items made available for them or upload their own items for sharing or storage within this environment. This platform was set up following the findings of the formal assessment of the Board of Directors undertaken in 2016. Its installation was possible thanks to the availability of a high-performance cloud solution managed by the Group’s technical staff and offering a sufficiently robust guarantee that the data stored would not be accessible to any unauthorised persons, including technical staff. Additional information at meetings The Chief Executive Officer and the Chief Financial Officer are invited to Board meetings, subject to certain exceptions. Thanks to their participation, additional information that may be useful to discussions is made available. They do not take part in the consideration of matters that involve the Chief Executive Officer. Depending on the items of business before a given Board meeting, other operational managers or outside consultants may be invited to attend. This is the case, in particular, for strategic presentations and discussions of external growth transactions. Training Article 5 of the internal rules and regulations states: “Any member of the Board may, on the occasion of his/her appointment or at any point during his/her term in office, engage in training he/she feels is necessary for the performance of his/her duties”. Following the appointment of the Directors representing the employees, a specific training plan was implemented to orientate new Directors. The content and format of this orientation training was approved by the Board of Directors after consultation with the individuals concerned and with the Nomination, Governance, Ethics and Corporate Responsibility Committee. In 2019, three Directors availed themselves of the option to receive training either on taking up office or during their terms of office. These training sessions were delivered by the company or external organisations, depending on Directors’ requests. All chairmen of Board Committees are members of the IFA (French Institute of Directors).



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