Sopra Steria - 2020 Universal registration document

8 ADDITIONAL INFORMATION Articles of Association

the Chairman of the meeting and at least one Director. If the Chairman of the meeting is unable to act, the minutes shall be signed by at least two Directors. Copies or extracts of these minutes shall be certified by the Chairman of the Board of Directors, the Chief Executive Officer, a Director temporarily appointed to act as Chairman or an agent authorised for such purpose. ') ! G ') ! ( $ (($ ) $# H %$, '( $ ) $ ' $ ' )$'( The Board of Directors shall establish the Company’s business policies and ensure they are carried out in accordance with its corporate interest, while giving consideration to the social and environmental implications of its business activities. Subject to the powers expressly conferred by law to shareholders’ meetings and within the limits of the corporate objects, the Board of Directors may consider any matter relating to the proper operation of the Company and shall resolve matters that concern the Company by its decisions. In its relations with third parties, the Company shall be bound by the acts of the Board of Directors that exceed the scope of the corporate objects, unless the Company proves that the third party was aware, or that in light of the circumstances could not have been unaware, that the act was not within said corporate objects. However, the mere publication of the Articles of Association shall not constitute such proof. The Board of Directors shall carry out all controls and verifications it deems necessary. Each Director is entitled to be provided with all documents and information necessary for the performance of his duties. The Board may grant all agents of its choice all delegations of powers, within the limits of the powers it holds pursuant to law and these Articles of Association. The Board may create committees charged with studying matters that the Board or the Chairman submits for their opinion and review. It determines the composition and the terms of reference of the committees, which operate under its responsibility. Under a delegation of powers granted at an Extraordinary General Meeting, the Board of Directors may amend the Company’s Articles of Association to ensure compliance with legal and regulatory requirements, subject to ratification at the following Extraordinary General Meeting. ') ! G ') ! ( $ (($ ) $# H %$, '( $ ) '" # $ ) $ ' $ ' )$'( The Chairman of the Board of Directors organises and directs the work of the Board of Directors, on which he/she reports to the General Meeting. He/she ensures the smooth running of the Company’s management bodies and, in particular, that the Directors are able to carry out their duties. ') ! G #) '# ! '*! ( # ' *! ) $#( $ ) $ ' $ ' )$'( H '$! $ ) '" # $ ) $ ' $ ' )$'( A. Organisation and steering of the work of the Board of Directors The Chairman of the Board of Directors organises and directs the work of the Board of Directors. The Chairman of the Board of Directors sets the schedule and agenda for meetings of the Board of Directors. In the absence of the Chairman of the Board of Directors:

Board meetings are chaired by the individual delegated for this p purpose by the Chairman of the Board of Directors. In the absence of this individual, the Board meeting is chaired by one of the two Vice-Chairmen; the meeting Chairman does not have a casting vote in the event p of a tie. B. Operating procedures of the Company, governance and control of Executive Management The Chairman of the Board of Directors ensures the smooth running of the Board of Directors and the Board’s standing committees, the relations of these bodies with Executive Management and the implementation of best practices in corporate governance. The Chairman of the Board of Directors ensures that the Group’s values are upheld. The Chairman of the Board of Directors makes sure that Directors are able to carry out their duties, and that they have adequate information. The Chairman of the Board of Directors ensures open lines of communication at all times between the Board of Directors and Executive Management. As such, the Chairman also keeps abreast of, and must be informed of, the Group’s circumstances and any decisions being considered whenever they are likely to have a significant impact on the conduct of business activities. To this end, the Chairman is kept informed of developments throughout the preparation of planned operations subject to prior approval by the Board of Directors and may offer comments on such plans. He/she may draw on the expertise of the Board committees and their chairmen and enjoys unrestricted access to Executive Management and functional and operational departments. C. Relations with shareholders The Chairman reports to the shareholders on the composition and the manner in which the work of the Board of Directors is prepared and organised, as well as on the internal control and risk management procedures put in place by the Group. The Chairman presides over General Meetings. In collaboration with the Chief Executive Officer, the Chairman ensures the appropriate management of the Company’s relations with its major shareholders. D. Support for Executive Management In agreement with the Chief Executive Officer, the Chairman of the Board of Directors may take part in actions to address any issues of interest to the Company or the Group, notably those relating to business activities, strategic decisions or projects (in particular involving investments or divestments), partnership agreements and relations with employee representative bodies, risks and financial disclosures. In agreement with the Chief Executive Officer, he/she may also take part in any meetings. E. Representation of the Company and the Group The Chairman of the Board of Directors represents the Board in its relations with third parties, apart from exceptional circumstances or in the case of specific assignments conferred upon individual Directors. In coordination with the Chief Executive Officer, the Chairman of the Board of Directors makes every effort to promote the values and image of the Group in all circumstances. In agreement with the Chief Executive Officer, the Chairman of the Board of Directors may represent the Group in its high-level relations, particularly with major partners or clients and government authorities, on the domestic and international fronts, and in terms of both internal and external communications.

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SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2020

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