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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