This chapter describes the organisation and operation of governance as well as the compensation policy for company officers and its application during financial year 2020. It contains explanations concerning the recommendations of the AFEP-MEDEF Code (1) that were, by exception, set aside or only partially implemented in 2020.
Organisation and operation of governance 1.
Executive company officers 1.1. On 19 June 2012, Sopra’s Board of Directors decided to separate the roles of Chairman and Chief Executive Officer. It confirmed this decision at the meeting it held after the General Meeting of 12 June 2018, stating the view that this separation of roles remains the best way of addressing the Group’s strategic and operational priorities. Given the close relationship between the Chairman of the Board of Directors and the Chief Executive Officer, there is close collaboration and an ongoing dialogue between them. '$! $ ) - *) + $"% #. $ '( The Chairman is tasked with managing strategy, while the Chief Executive Officer is responsible for operations. The Chairman: guides the implementation of the Group’s strategy and all related p matters, including mergers and acquisitions; assists Executive Management with the transformation of the p Group; oversees investor relations and manages the Board’s relations p with shareholders. The Chief Executive Officer: works with the Chairman to formulate strategy; p supervises the implementation of decisions adopted; p ensures the operational management of all Group entities. p It should be noted that Vincent Paris – appointed Chief Executive Officer on 17 March 2015 – does not hold any company officer positions outside the Group.
The Chairman of the Board of Directors carried out activities on a full-time basis throughout the year, involving not only steering the work of the Board, but also complementary assignments entrusted to him by the governance. This scope comprises the governance of strategy, acquisitions and the Board of Director’s shareholder relations as well as the supervision of matters listed early in the year in coordination with the Chief Executive Officer. These matters all relate to long-term preparations required in particular by the Group’s transformation (transformation of HR, digital, industrial, main principles for the organisation and functioning of the Group, employee share ownership, promotion of values and compliance). The Chairman is responsible for maintaining balance between stakeholders (in particular shareholders, employees and local authorities) after taking into account the social and environmental implications of the Group’s business activities. In crisis situations, such as those experienced in 2020 (public health crisis, cyberattack), the ability to rank priorities, uphold the Group’s values, and consider its options from a long-term perspective thanks to the commitment provided by the core shareholder is absolutely critical. The various matters placed under the Chairman’s responsibility require a perfect knowledge of operational realities and thus close relations with the Chief Executive Officer and the Executive Committee. This close relationship fosters information flows between them. It facilitates effective coordination on decisions required for the delivery of the medium-term strategic plan and follow-up over the long term on implementation of these decisions, although operational imperatives may be given a higher priority. The separation of the roles of Chairman and Chief Executive Officer is based on the definition of duties and responsibilities set out in the Board of Directors’ internal rules, observance of the respective prerogatives of the Chairman and Chief Executive Officer, a relationship founded on trust built up over time, and a natural complementarity between these office holders. In sum, the current framework contributes to fluid and flexible governance arrangements. It means the Group is able to act as quickly as needed and ensures decisions are taken with due care, without losing sight of Sopra Steria Group’s medium- and long-term strategic priorities.
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In 2020, the Nomination, Governance, Ethics and Corporate Responsibility Committee reviewed and updated the succession plan for the Chairman of the Board of Directors and the Chief Executive Officer.
The AFEP-MEDEF Code is the code to which the Company refers pursuant to Article L. 22-10-10 of the French Commercial Code. It is available on the website of France’s Haut (1) Comité de Gouvernement d’Entreprise (www.hcge.fr).