Sopra Steria - 2020 Universal registration document
3 CORPORATE GOVERNANCE
Organisation and operation of governance
The Audit Committee a.
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Items of business c. The Board of Directors was kept regularly informed of the activities of the three permanent committees through reports by their respective Chairmen on the work performed between each meeting of the Board of Directors. The main items of business in 2020 were: approval of the financial statements for the year ended p 31 December 2019; approval of the interim financial statements for the first half p of 2020; 2020 budget; p quarterly performance; p review of draft financial communications; p approval of management forecasts and corresponding reports; p review of the Audit Committee’s work and recommendations (in p particular those concerning the financial statements and the finance policy, internal control and risks, external audit); control of related-party agreements; p continuation or removal of previously authorised agreements; p authorisation to guarantee commitments by subsidiaries p controlled by the Group; the Group’s strategy; p external growth transactions and business disposals; p review of the recommendations of the Compensation Committee, p in particular those relating to the compensation policy for company officers and the financial and non-financial criteria used for the variable portion of the Chief Executive Officer’s compensation; review of the work and recommendations of the Nomination, p Governance, Ethics and Corporate Responsibility Committee, and in particular those concerning: the composition of the Board of Directors and its Committees • (selection and appointment of new Directors, decisions on reappointing Directors whose term of office is expiring, composition of the committees), qualification of Independent Directors, • the working procedures of the Board of Directors and changes • to its internal rules and regulations, the reduction in Directors’ terms pursuant to the Articles of • Association, the use of the findings of the formal self-assessment, • the training arranged for the newly designated Directors • representing the employees; the company policy on workplace and pay equality and the p targets for bringing more women into senior management positions; the Group’s operational governance; p the notice of, and the preparations and participation p arrangements for the Combined General Meeting on 9 June 2020; the decision not to pay out a dividend in respect of the 2019 p financial year; impact of the Covid-19 pandemic; p information security. The cyberattack that targeted the Group in p October 2020 was discussed at a special meeting in December 2020.
The composition and functioning of the Audit Committee are governed by the Board of Directors’ internal rules and regulations and by a charter that is reviewed at regular intervals by the Committee and approved by the Board of Directors on 26 July 2018. Its current members are: Marie-Hélène Rigal-Drogerys, Chairwoman (Independent p Director); Michael Gollner (Independent Director); p Éric Pasquier; p Jean-François Sammarcelli (Independent Director). p This composition provides the blend of financial accounting and knowledge of the business and its business lines that are crucial for the Committee’s work. Three of the four members have spent all or part of their career in investment banking, lending, including as chief financial officer or as a Statutory Auditor and have developed expertise in finance and risk management. The individual skills of each member of the Committee are set out in Section 1.2.4 “Key skills required for the Board of Directors” of this chapter, pages 56 to 57. Their professional experience is summarised in Section 1.2.8 “Detailed presentation of the members of the Board of Directors” of this chapter, pages 60 to 73. The Committee meets six times a year on average and in any event no fewer than four times a year. They generally break down as follows: two meetings to review the interim and annual financial p statements, respectively; three meetings to monitor internal control and risk management p systems and review internal audit; one meeting to review external audit. p Without prejudice to the expertise of the Board of Directors, the Audit Committee elucidates decisions through its work and recommendation and approves the provision of services other than the certification of the accounts. It submits its findings and recommendations to the Board of Directors to inform the Board’s decisions. In the performance of its duties, the Committee may: receive any internal documentation necessary for its purposes; p hear any person affiliated with or external to the Company; p where applicable, commission independent experts to assist it at p the Company’s expense; expedite an internal audit with the consent of the Chairman of p the Board of Directors. The Audit Committee Charter gives a precise definition of the Committee’s remit and explicitly states the principal matters excluded from that remit. The Committee’s main responsibilities include: financial statements and financial policy: p overseeing the procedure for preparing and processing • accounting and financial information, reviewing the financial statements and off-balance sheet • commitments, monitoring that accounting policies have been applied • consistently and are pertinent, reviewing financial policy; •
SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2020
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