Sopra Steria - 2020 Universal registration document
3 CORPORATE GOVERNANCE
Organisation and operation of governance
Comments and clarifications Requirement 1
purchases). They do not give rise to any reciprocal dependence. Accordingly, the Nomination, Governance, Ethics and Corporate Responsibility Committee considers that these services do not constitute a material business relationship likely to call into question Jean-Luc Placet’s status as an Independent Director. The Board of Directors has endorsed this view. The Société Générale group is client of the Sopra Steria Group and also acts as a commercial banker to it. At the recommendation of the Nomination, Governance, Ethics and Corporate Responsibility Committee, the Board of Directors concluded that: Sylvie Rémond was appointed in her own name and does not p represent the Société Générale group on the Board of Directors; Sylvie Rémond’s professional duties do not place her in a position p to take or influence decisions within the Société Générale group that might have repercussions for Sopra Steria’s business or operations; the Société Générale group does not generally act as an advisor p for the Group’s external growth transactions; although the Société Générale group is a major client for p Sopra Steria (accounting for more than 1% of the Group’s revenue), the existing business relations between the two groups do not entail any mutual dependence and are not different in nature from those maintained by Sopra Steria with other large French and international banking groups, given that the banking sector is one of Sopra Steria’s key markets. A real estate investment trust held by André Einaudi happens to be the owner of premises occupied by the Company for a number of years at one of its locations in France, the Board of Directors considers that these circumstances do not constitute a material business relationship. In reaching this conclusion, the Board took into account the age, term and amount of the lease, signed prior to André Einaudi’s appointment as a Director. It also noted the customary nature of this type of relationship for the Group. With limited exceptions, the Group does not own its buildings. Lastly, the Board confirmed that no dependency is created for the lessor in relation to this lease. No other business relationships were identified by the Company with Independent Directors. Since the duties of Chairman of the Board of Directors and of Chief Executive Officer are held by separate individuals, no Senior Independent Director (administrateur référent) has been appointed. The Chairman of the Board of Directors is responsible for the Board’s shareholder relations (see Section 1.1.1 “Role of executive company officers” of this chapter). ( # $'G # % # #) ' )$'
Like Sopra Steria Group, Axway Software is fully consolidated by Sopra GMT. In keeping with the opinion of the Nomination, Governance, Ethics and Corporate Responsibility Committee, the Board of Directors considers that the status of Michael Gollner and of Marie-Hélène Rigal-Drogerys as members of the Board of Directors of Axway Software does not call into question their status as Independent Directors: Axway Software’s day-to-day operations and investments are not p discussed by Sopra Steria Group’s Board of Directors, although it is kept informed on a regular basis of the company’s position operational and financial performance; the procedure for handling potential conflicts of interest apply to p the consideration of matters related to Axway Software; the Independent Directors present on both Sopra Steria Group’s p and Axway Software’s Boards of Directors ensure that opinions independent of the core shareholder are heard on issues concerning both companies and their strategy. Requirement 3 Members of the Board of Directors and, more frequently, companies in which they hold an office or have an interest, may act as a client, supplier, investment banker, commercial banker or consultant to the Sopra Steria Group or its core shareholder. The Board of Directors then determines whether the nature, purpose or importance of this business relationship is of special importance such that it may affect the person’s status as an Independent Director, based on the prior work done by the Nomination, Governance, Ethics and Corporate Responsibility Committee. In the case of a business relationship, its significance is deduced from checking various criteria (strategic nature of the service, mutual dependency, business volume – in particular when it is greater than 1% of annual revenue, means of selection and frequency of competitive procedures, Director’s involvement in the business relationship etc.). Business relationships identified between employers of two Directors and Sopra Steria Group were deemed immaterial by the Board of Directors after the situation was reviewed by the company’s Nomination, Governance, Ethics and Corporate Responsibility Committee. Sopra Steria Group purchases consulting services from PwC. Jean-Luc Placet’s role within PwC is not connected operationally with the relevant activities. These services are not material either for Sopra Steria Group or for PwC, either with respect to their nature or the revenues they generate (less than 1% of the Group’s
SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2020
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