Sopra Steria - 2020 Universal registration document

REPORT ON CORPORATE GOVERNANCE

Report on corporate governance

ITEM

REFERENCE TEXTS

PAGES CHAPTER

1. Information on compensation

Article L. 22-10-8, I, paragraph 2 of the French Commercial Code Article L. 22-10-9, I, 1° of the French Commercial Code Article L. 22-10-9, I, 2° of the French Commercial Code Article L. 22-10-9, I, 3° of the French Commercial Code Article L. 22-10-9, I, 4° of the French Commercial Code

Compensation policy for company officers

81-84

3

Total compensation and benefits of any type paid during the financial year or awarded in respect of the financial year to each company officer Relative proportions of fixed and variable compensation Use of the option to request that variable compensation be returned Commitments of any type made by the Company to its company officers Compensation paid or awarded by a company included in the Group’s scope of consolidation within the meaning of Article L. 233-16 of the French Commercial Code Ratios between each executive company officer’s compensation and the average and median compensation of the Company’s employees Annual change in compensation, performance by the Company, the average remuneration of employees and the aforementioned ratios over the past five financial years Explanation of the way in which total compensation adheres to the compensation policy adopted, including its contribution to the Company’s long-term performance and how performance conditions were applied Manner in which votes cast at the most recent Ordinary General Meeting were taken into account, pursuant to section II of Article L. 225-100 (until 31 December 2020) and section I of Article L. 22-10-34 (from 1 January 2021) Departures from the procedure for the implementation of the compensation policy and any exceptions made Application of the provisions of Article L. 225-45, paragraph 2 of the French Commercial Code Granting of options to the company officers and options held by them Granting of free share awards to the executive company officers and free shares held by them 2. Corporate governance information List of all corporate offices and positions held in any company by each company officer during the financial year Agreements concluded between a senior executive or major shareholder and a subsidiary Table summarising current delegations of powers granted by shareholders at the General Meeting pertaining to capital increases Operating procedures of Executive Management Composition and conditions for preparing and organising of the work of the Board of Directors Application of the principle of balanced gender representation on the Board of Directors Any limitations that the Board of Directors has placed on the powers of the Chief Executive Officer

82-84, 85-91

3

82-84

3

83

3

81-85

3

Article L. 22-10-9, I, 5° of the

French Commercial Code 78, 79, 84, 87-88

3

Article L. 22-10-9, I, 6° of the French Commercial Code

91-95

3

Article L. 22-10-9, I, 7° of the French Commercial Code

91-95

3

Article L. 22-10-9, I, 8° of the French Commercial Code

81-86

3

Article L. 22-10-9, I, 9° of the French Commercial Code Article L. 22-10-9, I, 10° of the French Commercial Code Article L. 22-10-9, I, 11° of the French Commercial Code Article L. 225-185 of the French Commercial Code

95

3

85-86

3

N/A

N/A

85-91

3

Articles L. 225-197-1 and L. 22-10-59 of the French Commercial Code

84, 89, 181-183, 273, 301, 298 3, 5, 7, 9

Article L. 225-37-4, 1° of the French Commercial Code Article L. 225-37-4, 2° of the Article L. 225-37-4, 3° of the French Commercial Code Article L. 225-37-4, 4° of the French Commercial Code Article L. 22-10-10-1° of the French Commercial Code Article L. 22-10-10-2° of the French Commercial Code Article L. 22-10-10-3° of the French Commercial Code

60-73

3

French Commercial Code 79 (N/A), 262-263

3, 6

273-274

7

52-53, 281-282

3, 8

54-59, 74-80

3

56

3

52-53, 281-282

3, 8

314

SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2020