Sopra Steria - 2020 Convening Notice



Financial year 2020 and following As recommended by the Remuneration Committee, the Board of Directors decided not to change the fixed annual remuneration of the Chief Executive Officer, which remains at €500,000. As regards his annual variable compensation, the Board of Directors

on its business results for 2019, the Group had announced targets for the 2020 financial year. The achievement of these targets has understandably been put into doubt by the Covid-19 pandemic, which arose afterward, particularly in Europe. Given this particularly uncertain environment, the precise repercussions of the pandemic

cannot yet be determined. The date and the content of the Board of decided to postpone the setting of targets for the Chief Executive Directors’ decision in this matter will be made available online as Officer, as the latter are drawn up with reference to the targets soon as possible. established for the Group. On 21 February 2020, when reporting

At present, the guidelines for the structure of the Chief Executive Officer’s annual variable compensation, as determined by the Board of Directors, are as follows:



% of AVC*

% of AFC*

One or more targets One or more targets

Quantifiable Qualitative

90% 10%






AVC: annual variable compensation; AFC: annual fixed compensation. *

Based on the targets adopted, an amount equivalent to 60% of the annual fixed compensation cannot be exceeded. Even so, in the event of an outstanding performance relative to the quantifiable targets, the Board of Directors may, after consulting the Compensation Committee, authorise a gesture to recognize the fact that the targets were beaten, without exceeding the cap on annual variable compensation set at 100% of annual fixed compensation. Actual payment of the Chief Executive Officer’s variable compensation will, in any event, be subject to shareholder approval at an Ordinary General Meeting. Conversely, the Board of Directors may consider that the Group’s performance does not merit payment of variable compensation in respect of the financial year in question, irrespective of the extent to which any qualitative targets may have been achieved. In such cases, it proposes to the shareholders that no variable compensation be paid in respect of that financial year. Lastly, in exceptional circumstances (e.g. in the event of an exogeneous shock), if the Group’s results were such that the normal system of variable compensation for employees and Executive Committee members needed to be suspended, the Compensation Committee would review the situation of the Chief Executive Officer and could, as the case may be, recommend to the Board of Directors that it ask the shareholders to approve an improvement to his/her annual variable compensation if that would serve the Company’s interests. This bonus should not cause the variable compensation awarded to exceed the amount payable assuming that objectives are achieved. The Compensation Committee formulated its recommendation to the Board of Directors in consideration of the strategy, the Group’s circumstances and the goal of boosting its performance and competitiveness over the medium to long term, and the Group’s transformation through qualitative targets. At the present time, the Compensation Committee is evaluating whether it might be possible and appropriate to put in place a new

long-term incentive plan in 2020, under the authorisation granted at the General Meeting of 12 June 2018, based on awarding performance shares to management. In theory, any new plan decided upon during the year would have the same features as the previous plans (set out in Section 4 of this chapter below). The performance share plans put in place by the Group in 2016, 2017 and 2018 had the following features in common: for all recipients, the granting of shares is subject to continued p employment at the end of the vesting period. However, this condition may be waived in whole or in part, in derogation of the foregoing and on an exceptional basis, depending on the circumstances and arrangements for his departure; strict performance conditions are measured over three financial p years (the year of allotment and the two following years) against targets for organic consolidated revenue growth, operating profit on business activity (expressed as a percentage of revenue) and free cash flow. These targets are at least equal to any guidance disclosed to the financial market; achievement of the performance condition is measured by p calculating the average annual achievement rates, with each of the three criteria given an equal weighting; Vincent Paris is subject to the same rules as all the other recipients p under these plans. In addition, the Board of Directors decided that he must retain at least 50% of the vested shares allocated to him under these plans throughout his entire term of office as Chief Executive Officer; Vincent Paris has agreed not to hedge any performance shares p until the applicable holding period has expired. It should be noted that the payment of variable and exceptional components of compensation is subject to shareholder approval at an Ordinary General Meeting of the compensation package for the individual in question.



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