Sopra Steria - 2019 Universal registration document

3 CORPORATE GOVERNANCE Compensation policy

Board of Directors 2.3.

COMPENSATION PAID TO DIRECTORS OF THE PARENT COMPANY 2.3.1. Compensation policy applicable to members of the Board of Directors stipulates that the compensation referred to in Article L. 225-45 of the French Commercial Code must be apportioned in full between members participating in meetings of the Board and its committees (including both voting and non-voting members) in proportion to their actual attendance at those meetings, whether in person or by telephone or video conference. The total amount of that compensation is divided up in such way that a reserved amount is apportioned among the members of the Board of Directors and its committees as follows: 60%: Board of Directors; p 20%: Audit Committee; p 10%: Compensation Committee; p 10%: Nomination, Governance, Ethics and Corporate p Responsibility Committee. COMPENSATION PAID TO DIRECTORS OF SUBSIDIARIES 2.3.2. Directorships held at Group subsidiaries are not compensated.

Additional weightings are applied based on attendance, as follows: a coefficient of 2.0 applied to attendance by Chairmen at meetings p of the committees they chair (each meeting attended counts double); a coefficient of 1.2 applied to attendance by Directors who live p outside France at meetings of the Board and its committees. However, this extra weighting does not apply to Directors who are employees of a Group company. Compensation policy applicable to members of the Board of Directors is focused on regular attendance and encourages participation in one or more committees. It aims to compensate the increased burden placed upon Directors who live outside France. It compensates the additional work undertaken by committee chairmen as well as their responsibility for the smooth operation of the committee whose work they organise and oversee.



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