Sopra Steria - 2020 Universal registration document


Organisation and operation of governance

Every year, the Committee and then the Board of Directors review the status of each member of the Board of Directors with respect to the requirements for Independent Directors set out in Article 9 of the AFEP-MEDEF Code of Corporate Governance for Listed Companies: Requirement 1: Employee or executive company officer in the past five years Must not have been at any time over the preceding five years and must not currently be: an employee or executive company officer of the Company; p an employee or executive company officer or Director of a company that the Company consolidates; p an employee, executive company officer or Director of the parent company or of a company consolidated by that parent company. p Requirement 2: Cross-directorships Must not be an executive company officer of a company in which the Company directly or indirectly holds a directorship, or in which an employee appointed as such or an executive company officer of the Company (currently serving or having served within the preceding five years) holds a directorship. Requirement 3: Material business relationships Must not be a customer, supplier, commercial banker, corporate banker or consultant: of material importance to the Company or Group; p or a material portion of whose business is transacted with the Company or Group. p The materiality of the relationship with the Company or its Group is considered by the Board, and the quantitative and qualitative criteria used to formulate its opinion (continuity, economic reliance, exclusivity, etc.) are stated explicitly in the Annual Report. Requirement 4: Family ties Must not have close family ties with a company officer. Requirement 5: Statutory Auditor Must not have been a Statutory Auditor during the preceding five years. Requirement 6: Term of office of over 12 years Must not have been a Director of the Company for more than 12 years. Directors lose their Independent Director status on the 12 th anniversary date of their appointment. Requirement 7: Non-executive company officer A non-executive company officer may not be considered independent if he/she receives his/her variable compensation in cash or shares or any other payment linked to the performance of the Company or the Group. Requirement 8: Major shareholder Directors representing major shareholders of the Company or its parent company may be considered independent if these shareholders do not have full or partial control of the Company. However, if the relevant major shareholders hold more than 10% of the share capital or of voting rights, the Board, based on a report by the nomination committee, considers as a matter of course the Directors’ independent status with regard to the composition of the share capital and any potential conflicts of interest.

André Einaudi

Michael Gollner

Noëlle Lenoir

Jean-Luc Placet

Sylvie Rémond

Marie-Hélène Rigal-Drogerys

Jean-François Sammarcelli

Jessica Scale

Requirements (1)

Employee or executive company officer in the past five years

Requirement 1:

✔ ✖

✔ ✔ ✔

✔ ✔ ✔ ✔

Requirement 2: Cross-directorships

✔ ✔ ✔ ✔ ✔

Material business relationships

Requirement 3:

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

✔ ✔ ✔

✔ ✔ ✔ ✔ ✔ ✔

Requirement 4: Family ties

Requirement 5: Statutory Auditor

Term of office of over 12 years

Requirement 6:

✔ ✔ ✔ ✔ ✔

✔ ✔

Non-executive company officer

Requirement 7:

✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔

✔ ✔

✔ ✔ ✔ ✔

Requirement 8: Major shareholder

In this table, ✔ represents an independence requirement that is satisfied and ✖ an independence requirement that is not satisfied. (1)



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