Sopra Steria - 2019 Universal registration document


Organisation and operation of governance

Preventing conflicts of interest b.

The Nomination, Governance, Ethics and Corporate Responsibility Committee proposed that the Board of Directors proceed with a self-assessment based on a questionnaire, with responses to be collected anonymously. To this end, the Committee drew up a draft questionnaire containing 35 items divided into five sections: members of the Board of Directors; p information provided to Directors; p meeting procedures and content; p relations between the Board of Directors and its committees; p assessment of individual contributions. p In particular, the aims of this questionnaire were to: evaluate to what extent the composition of the Board of Directors p actually represents all shareholders and allows it to fulfil its role and responsibilities efficiently. The questionnaire also focused on the Directors’ contributions to meetings, their complementarity, independence and level of commitment, as well as their understanding of the Company’s business activities, and the manner in which they update and refresh their skills and knowledge; ascertain the quality of the information made available to Board p members and their level of satisfaction with the responses provided to their questions and the handling of their requests; identify potential opportunities for improvements relating to the p work procedures and encompassing all aspects, from the annual work schedule to the minutes of meetings; evaluate the preparation of discussions by the Board’s p committees and the contribution of their work to the quality of exchanges at Board meetings; Once the Board had approved the questionnaire and analysed individual responses, an overview of the findings was examined and discussed by the Nomination, Governance, Ethics and Corporate Responsibility Committee. The Committee also discussed an overview of its own self-assessment and the concurrent self-assessment undertaken by the Compensation Committee. It reported on its work to the Board of Directors at the Board meeting of 20 February 2020. The Audit Committee has conducted its own self-assessment for a number of years using a questionnaire that covers its composition and its working procedures, the way in which its work is organised and its ability to fulfil its responsibilities. The Committee compares its procedures with the best practices established by similar bodies in other companies. Lastly, it familiarises itself with any changes in the regulatory environment. It takes into account the conclusions of this work to improve its own working procedures. Self-assessment by the Board of Directors and its committees has identified opportunities for improvement, notably relating to information provided to members of the Board of Directors, particularly between meetings, minutes of the committees’ work, and more in-depth work on key environmental issues by the committee tasked with overseeing corporate responsibility. These opportunities are under consideration with a view to specific proposals being put forward during forthcoming meetings.

Duty of disclosure and abstention Members of the Board of Directors must inform the Board of any current or potential conflicts of interest in which they could be directly or indirectly involved. Pursuant to the recommendations laid down in the AFEP-MEDEF Code, members of the Board of Directors facing an actual or potential conflict of interest must not participate in associated discussions, notwithstanding any resulting loss of insight during such discussions. They take part in neither the discussions nor any associated vote. Control of related-party agreements Monitoring of related-party agreements is governed by law, the Company’s Articles of Association and the Board’s own internal rules. Proposed new agreements are reviewed prior to being signed. In addition, the Board of Directors is called upon at the beginning of each year to review the purpose and application of agreements set to continue to run, in order to assess whether they still meet the criteria on which their initial approval was based. No new agreements were authorised during financial year 2019. Monitoring of routine agreements entered into at arm’s length At its meeting of 24 October 2019, the Board of Directors voted, at the recommendation of the Audit Committee, to adopt a procedure for regularly assessing whether agreements pertaining to routine transactions entered into at arm’s length meet the necessary criteria. In particular, this procedure provides for the following: arrangements for identifying agreements subject to prior review p by the Board of Directors; the assessment by the Board of Directors of agreements that have p not been subject to such controls – any persons directly or indirectly affected by such an agreement may not take part in this assessment. The Board adopted the principle of an annual assessment, with the first such assessment undertaken at its meeting of 20 February 2020. Assessment of the Board of Directors c. and its committees In accordance with the recommendations of the AFEP-MEDEF Code in this area: each year, at least one discussion by the Board of Directors is p devoted to its operating procedures and ways in which they might be improved; at least every three years, a formal assessment. The Board of p Directors thus conducted a formal assessment of its operations at end-2019, led by the Nomination, Governance, Ethics and Corporate Responsibility Committee. The previous such assessment took place in 2016.



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