Sopra Steria - 2020 Universal registration document
3 CORPORATE GOVERNANCE
Organisation and operation of governance
This enables the Company to benefit from the experience and knowledge of the Group, some of its key clients and its institutional environment gained by Éric Hayat throughout his career. For reference, Éric Hayat is a co-founder of Steria, former Chairman of the digital sector employers’ organisation and subsequently of Fédération Syntec, and a former member of MEDEF’s Executive Committee. His skills and experience are thus particularly well suited to the responsibilities entrusted to him, which mainly relate to major business opportunities. They also make him one of the members of the Board of Directors directly involved in addressing the Group’s priorities in terms of strategic and commercial positioning, thus enriching the Board’s debates. Éric Hayat, in his capacity as a member of the Compensation Committee and the Nomination, Governance, Ethics and Corporate Responsibility Committee, provides these committees with the benefit of the knowledge of the Group and its operational managers he has accumulated and maintained in the course of these assignments. Lastly, he has access to information channels
within the Company that are helpful for feeding information back to the Board of Directors and its Committees. The 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: €0.209 million. p
Board of Directors 1.2.
" " '( $ ) $ ' $ ' )$'( On the date at which this Universal Registration Document was published, the Board of Directors had 14 members with the right to vote, 12 of whom were appointed at the General Meeting and two of whom were Directors representing the employees. The election of a Director representing employee shareholders will be put to a vote at the Combined General Meeting on 26 May 2021.
SUMMARY PRESENTATION OF THE BOARD OF DIRECTORS ❙
Personal information
Position on the Board
Attendance at meetings in financial year 2020
Number of directorships at listed companies (excluding Sopra Steria Group)
Nomination, Governance, Ethics and Corporate Responsibility Committee
Years of service on the Board*
Compen- sation Committee
Indepen- dent Director
Start of current term
End of current term
Board of Directors
Audit Committee
Number of shares
Name
Age Gender Nationality
Pierre Pasquier Chairman of the Board of Directors
85
M FRA 108,113
1
12/06/2018 AGM 2024
52
100%
100%
Éric Pasquier Vice-Chairman of the Board of Directors Sopra GMT, represented by Kathleen Clark Bracco Chairwoman of the Nomination, Governance, Ethics and Corporate Responsibility Committee Éric Hayat Vice-Chairman of the Board of Directors
50
M FRA
3,096
0
12/06/2018 AGM 2024
6
100% 86%
53
F
USA 4,035,669
1
12/06/2018 AGM 2024
6
100%
100% 100%
80
M FRA
37,068
0
12/06/2018 AGM 2024
6
100%
100% 100%
André Einaudi Director Michael Gollner Director Noëlle Lenoir Director
65
M FRA
100
0
Yes
09/06/2020 AGM 2022
67%
62
M USA/GBR
100
1
Yes
12/06/2018 AGM 2022
2
100% 100%
72
F
FRA
1
0
Yes
09/06/2020 AGM 2022
100%
n/a (1)
Jean-Luc Placet Chairman of the Compensation Committee
68
M FRA
100
0
Yes
12/06/2018 AGM 2022
8
100%
100% 88%
Sylvie Rémond Director
57
F
FRA
152
2
Yes
09/06/2020 AGM 2023
5
100%
100%
Marie-Hélène Rigal-Drogerys Chairwoman of the Audit Committee
50
F
FRA
100
1
Yes
12/06/2018 AGM 2024
6
100% 100%
Jean-François Sammarcelli Director Jessica Scale Director
70
M FRA
500
1
Yes
12/06/2018 AGM 2022
10
100% 86%
100%
58
F FRA/GBR
10
0
Yes
09/06/2020 AGM 2023
4
100%
100% 100%
Hélène Badosa Director representing the employees David Elmalem Director representing the employees
62
F
FRA
0
0
23/09/2020 AGM 2024
2
100%
100%
38
M FRA
0
0
23/09/2020 AGM 2024
100%
* Number of years as at 31/12/2020, rounded to the nearest year. F: Female M: Male. (1) not applicable
54
SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2020
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