Sopra Steria - 2020 Convening Notice
2 SOPRA STERIA GROUP PRESENTATION’S IN 2019 Organisation and operation of governance
Legal provisions a. The working procedures of the Board of Directors are governed by Articles L. 225-17 et seq. of the French Commercial Code. The principal mission of the Board of Directors is to determine the strategic directions to be followed by the Company and to oversee their implementation. Provisions in the Articles of Association b. The rules governing the organisation and procedures of the Board of Directors are set forth in Articles 14 to 18 of the Articles of Association. The Articles of Association are available on the Group’s website (Investors section). By way of exception to the guidelines of the AFEP-MEDEF Code, the term of office of Directors under the Articles of Association is set at six years. The provisions of the Articles of Association setting the term of office of Directors to a maximum of six years, but permitting first appointments for shorter periods in order to stagger their renewal, were approved by an 82.7% majority of the shareholders at the Combined General Meeting of 12 June 2018. A resolution proposing that Directors’ term of office be shortened to four years will be put to the vote at the General Meeting of Shareholders on 9 June 2020. This is motivated by the desire to allow shareholders to give their opinion more frequently on their appointment. Internal rules and regulations of the Board of Directors c. The internal rules and regulations of the Board of Directors were last amended on 24 October 2019. A more significant revision of the internal rules and regulations is planned for 2020 to adapt it to the requirements of the Pacte Law to simplify company law and the latest changes to the AFEP-MEDEF corporate governance code. They define the roles of the Board of Directors, its Chairman and the Chief Executive Officer, and specify the conditions for the exercise of their prerogatives. They also provide that prior approval by the Board of Directors is required for certain decisions “that are highly strategic in nature or that are likely to have a significant impact on
the financial position or commitments of the Company or any of its subsidiaries”. The internal rules and regulations are available on the Group’s website (Investors section). They also set out the number, purpose and composition of the committees tasked with preparing certain matters for the Board of Directors, and give specific provisions for its three standing committees, namely: the Audit Committee; p the Nomination, Governance, Ethics and Corporate Responsibility p Committee; the Compensation Committee. p The internal rules and regulations provide that the Board of Directors may create one or more ad hoc committees and that those committees may, in the performance of their respective duties and after having duly informed the Chairman, hear matters brought to them by the Group’s managers and use the services of external experts at the Company’s expense. The internal rules and regulations also address the following issues: summary of powers under applicable law and the Articles of Association, meetings, information received by the Board of Directors, training of members, evaluation of the Board, travel expenses, confidentiality, Non-Voting Directors, social and economic council representatives, and discretionary and other ethical obligations, in particular regarding conflicts of interest, related-party agreements or stock exchange transactions. A procedure for assessing routine agreements has been added as an appendix.
MEETINGS OF THE BOARD OF DIRECTORS 1.3.2.
Number of meetings held during the financial year a. An annual schedule is drawn up detailing the work of the Board. This schedule may be changed where justified by special events or deals. The Board of Directors met seven times in 2019, six of which were in the presence of the Chief Executive Officer.
Directors’ attendance b.
Nomination, Governance, Ethics and Corporate Responsibility Committee
Board of Directors
Number of meetings in financial year 2019 Attendance rate in financial year 2019
The Board of Directors’ attendance rate in 2019 was 93%. No director was absent from more than two Board meetings. One of the seven meetings held during the year was unscheduled and organised with limited notice to review a proposed acquisition. In accepting their appointments as Directors, all Board members agree to devote the time and attention necessary to fulfil their duties. Directors are required to be present at every meeting of the Board as well as those of its committees on which they serve, unless they are unable to attend due to an emergency situation or other legitimate reason.
All Board members also agree to resign from their positions should they feel they are no longer able to fully assume their responsibilities. They must inform the Chairman of the Board of Directors of any change in their professional situation that might affect their availability. The Board of Directors decided in February 2012 to remove the fixed portion of compensation required by Article L. 225-45 of the French Commercial Code, which is now all allotted based on actual attendance at meetings of the Board of Directors and its committees.
SOPRA STERIA NOTICE OF MEETING 2020
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