Sopra Steria - 2020 Universal registration document


Organisation and operation of governance

' " #) , ) ($%' ") ) $! # $"% #. ) ) " # ( # $#)'$!( ($%' G() ' '$*% In carrying out all of these assignments, the Chairman drew on resources across the Group but was also supported by a permanent team of five individuals at the Sopra GMT holding company. Four of them have spent most of their careers with Sopra Steria Group. This team therefore has knowledge of the Group, its main managers and its organisational structure that an external service provider could not have. Its positioning within Sopra GMT gives it an external viewpoint and independence that belonging to a functional or operational department of the company would not be able to ensure in the same way. These resources enhance the Board of Directors’ ability to oversee the smooth running of the Company. The team, put in place when Axway Software was spun off, performs duties for Sopra Steria Group and Axway Software, in which Sopra Steria Group holds a 32.4% stake. Above and beyond the support provided separately to each of these companies, Sopra GMT makes sure that synergies are harnessed and, that best practices are shared. Sopra GMT’s staff work on specific assignments (management of acquisitions, board secretarial tasks for Sopra Steria Group and Axway Software and their committees) and provide assistance to the functional division managers of Sopra Steria Group and Axway Software. Sopra GMT’s employees play an active role on steering committees (for example, the Acquisition committee, Corporate responsibility consultative committee, Internal control – internal audit steering committee) and work groups (for example as part of a work group on the IT system) and on key issues for Sopra Steria Group. They provide the benefit of their technical expertise and an independent opinion. The costs rebilled by Sopra GMT comprise the portion of payroll and related personnel costs allocated to the assignments performed for Sopra Steria Group, plus, where applicable, under the same conditions, the external expenses (such as specialised advisors’ fees) incurred by Sopra GMT. Sopra Steria Group charges Sopra GMT fees for providing premises, IT resources, and assistance from the Group’s functional divisions as well as provision of appropriate expertise for Sopra GMT’s assignments. The work performed by this team and the principle for the rebilling to the Company of the costs incurred are covered in a framework agreement for assistance approved by the shareholders at the General Meeting among related-party agreements (see Section 1.3.4 of this chapter on pages 78 to 80) and reviewed each year by the Board of Directors. Pierre Pasquier’s compensation at Sopra GMT, reflects his oversight of the assignments performed by the Sopra GMT team for Sopra Steria Group and Axway Software. It is not rebilled to these two companies. In sum, around 85% of Sopra GMT’s operating expenses are rebilled (with the remaining 15% reflecting the estimated expenses arising from Sopra GMT’s administration of its investments). Expenses are rebilled on a cost-plus basis including a 7% margin. By definition, Sopra GMT generally records a small operating loss. On average since 2011, about 70% of the rebillings have been allocated to Sopra Steria Group. The actual allocation may vary from year to

year and reflects the respective needs of Sopra Steria Group and Axway Software. The income and expenses recorded in Sopra Steria Group’s financial statements in respect of services provided under this agreement during the financial year under review were as follows:

expenses: €1.214 million; p income: €0.139 million. p

The Board of Directors reviewed the implementation of this agreement at its meeting of 28 January 2021 and unanimously agreed to maintain the previously granted authorisation for the current financial year; those Directors directly or indirectly affected did not take part in either the discussion or the vote. The Chief Executive Officer is supported by two Deputy Chief Executive Officers and a Chief Operating Officer. In accordance with the Articles of Association and the internal rules and regulations of the Board of Directors, the Chief Executive Officer has authority over the entire Group. He directs, administers and coordinates all of its activities. The Chief Executive Officer is vested with the broadest powers to act in all circumstances on behalf of the Company. He represents the Company in its dealings with third parties. He is supported more broadly by the Executive Committee, the Operations Committee and the Management Committee in running the Group of which Sopra Steria Group is the parent company. These Committees ensure that Executive Management is supported by the Group’s key operational and functional managers. Certain decisions relating to strategy implementation and internal organisation may require prior approval by the Board of Directors or its Chairman. Decisions “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” are defined in the internal rules and regulations of the Board of Directors. See the “Additional information” Chapter 8 of this Universal Registration Document (page 282). Éric Hayat Conseil is a company controlled by Éric Hayat, a Director of Sopra Steria Group. This agreement relates to the provision to Executive Management of consulting and assistance services, particularly in relation to strategic deals connected with business development, in return for compensation calculated on the basis of €2,500 (excluding taxes) per day. The duties performed under this agreement are distinct from those performed by virtue of Éric Hayat’s directorship. For example, this may involve but is not limited to the following, in consultation with the Group’s operational managers: taking part in top-level market meetings; p maintaining contacts with civil society, members or p representatives of government and central authorities; taking part in high-level meetings with certain key clients in p France and abroad; preparing for and participating in delegations of corporate p executives to priority countries for the Group. - *) + " # " #) ' " #) , ) E' . ) $#( !



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