Sopra Steria - 2020 Universal registration document
8 ADDITIONAL INFORMATION Articles of Association
Conditions for the exercise of the Chief Executive Officer’s prerogative powers The Chief Executive Officer works closely with the Chairman of the Board of Directors to ensure open lines of communication at all times between the Board of Directors and Executive Management. He/she also keeps the Chairman 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. The types of decisions identified in this section require the prior authorisation of the Board of Directors, or of the Chairman whenever the Board delegates its powers to him/her in this respect, under the conditions defined by the Board. The Chairman must report to the Board of Directors on any authorisations given by him/her in connection with these delegations. These decisions are prepared and discussed in advance by the Chief Executive Officer and the Chairman of the Board of Directors. Under the aforementioned conditions, the decisions requiring prior approval by the Board of Directors are those 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, and in particular decisions falling into two main categories, as listed below: decisions relating to strategy implementation: p adaptation of the Group’s business model, • the acquisition or disposal of companies or businesses, for • transactions in amounts greater than €10 million, any investment or divestment decision in an amount greater • than €10 million, entering into strategic alliances; • decisions relating to organisational matters: p the appointment or dismissal of any member of the • management team (Executive Committee members) with the authority granted to the Chairman by the Board of Directors, any significant change in the organisation or internal operating • procedures, with authority delegated to the Chairman by the Board of Directors. ') ! ') ! ( $ (($ ) $# HG # ' ! " ) # ( General Meetings are convened and held under the conditions laid down by the law. The decisions collectively made by the shareholders shall be taken in General Meetings characterised either as Ordinary General Meetings, Extraordinary General Meetings or Special General Meetings depending on the nature of the decision to be taken. Special General Meetings are called for the holders of shares of a given category to decide upon any changes to the rights attached to shares in this category. The decisions taken by General Meetings are binding for all the shareholders, including absentee and dissenting shareholders and those lacking legal capacity. General Meetings 1.3.
The Chief Executive Officer may be dismissed at any time by the Board of Directors. In the event of unfair dismissal, he/she may be entitled to damages, except when he/she also serves as Chairman of the Board of Directors. The Chief Executive Officer shall have the broadest possible powers to act in all circumstances in the name of the Company. He/she exercises his/her powers within the limits of the corporate purpose and subject to those expressly granted to General Meetings and the Board of Directors by the law. He/she represents the Company in its dealings with third parties. The Company is bound even by the actions of the Chief Executive Officer falling outside the scope of the corporate purpose, unless it can prove that the third party knew that such action exceeded the corporate purpose or that it could not ignore it in the circumstances, it being excluded that publication of the Articles of Association alone constitutes such proof. Deputy Chief Executive Officers 3. On a proposal from the Chief Executive Officer, whether this position is held by the same person serving as Chairman of the Board of Directors or by another person, the Board may appoint one or more natural persons to assist the Chief Executive Officer, with the title of Deputy Chief Executive Officer. The Board of Directors may appoint as many as five Deputy Chief Executive Officers, who may or may not be selected from among its members. The age limit is set at 65 years. Once a Deputy Chief Executive Officer has reached this age limit, he/she is deemed to have resigned from office. Deputy Chief Executive Officers may be dismissed at any time by the Board of Directors on a proposal from the Chief Executive Officer. In the event of unfair dismissal, Deputy Chief Executive Officers may be entitled to damages. When the Chief Executive Officer ceases to carry out or is prevented from carrying out his/her duties, the Deputy Chief Executive Officers retain their duties and remits until the appointment of a new Chief Executive Officer, unless decided otherwise by the Board of Directors. In agreement with the Chief Executive Officer, the Board of Directors determines the scope and duration of the powers conferred on the Deputy Chief Executive Officers. In their dealings with third parties, the Deputy Chief Executive Officers have the same powers as the Chief Executive Officer. ') ! #) '# ! '*! ( # ' *! ) $#( $ ) $ ' $ ' )$'( H '$! $ - *) + $ ' The Chief Executive Officer, assisted by one or more Deputy Chief Executive Officers, has authority over the entire Group, directing all its activities. He/she is involved in formulating strategy within the framework mapped out by the Chairman. He/she then has responsibility for implementing it once it has been approved by the Board of Directors. The Chief Executive Officer is vested with the broadest powers to act in all circumstances on behalf of the Company. He/she represents the Company in its dealings with third parties. He/she chairs the Group’s Executive Committee. The Chief Executive Officer exercises his/her powers within the limits of the corporate purpose, all applicable laws, the Articles of Association, the decision of the Board of Directors relating to his/her appointment and these internal rules and regulations. The Chief Executive Officer is also responsible for providing the Board of Directors and all its committees with any information they may require and for implementing all decisions taken by the Board.
SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2020
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