Sopra Steria - 2020 Universal registration document
3 CORPORATE GOVERNANCE
Organisation and operation of governance
information about related party transactions, • a plan to shorten the time taken to draw up and approve the • financial statements for the financial year; with regard to monitoring the effectiveness of internal control • and risk management procedures : With regard to the Internal Control Department: p review of the organisation and work by the department in • charge of internal control and risk management, three risk mapping exercises (overall exercise, mapping of the • risk of corruption and influence peddling and mapping of risk relating to CSR risks – duty of vigilance), review of the presentation of risk exposure, including social and • environmental risks, for the draft 2019 Universal Registration Document, monitoring of improvements to the anti-corruption system • (Sapin II Law), monitoring of the update to the Group rules, • With regard to the Internal Audit Department: p organisation of the internal audit function and the work • programme for 2020, findings of internal audit reports, • the “audit universe” (terminology used for the Group’s key • processes), checks on the exhaustiveness of the internal audit function’s • coverage of the Group, follow-up on implementation of recommendations from • internal and external audit assignments, significant changes in the Company’s legal environment, • With regard to the consideration of non-financial risks: • the presentation by the independent third party in charge of • the audit and the statement of non-financial performance; with regard to the management of the statutory audit of the p financial statements: statutory audit engagement (scope, work schedule, fees for the • past year, budget), the independence of the Statutory Auditors, • prior authorisation for services other than the certification of • the accounts; with regard to the Committee’s own organisation and activities: p overview of the Audit Committee’s activities in 2019, • key priorities for 2020, • the annual work schedule. • The Statutory Auditors were heard by the Independent Directors sitting on the Committee, with no members of management in attendance. The same was true of the Director of Internal Audit. Éric Pasquier, CEO of Sopra Banking Software, abstained from attending these hearings reserved for independent Committee members. Minutes are prepared after every meeting and are then approved at the beginning of the following meeting. When requests by the Audit Committee cannot be satisfied immediately, they are subject to a formal follow-up procedure in order to ensure that they are addressed in full at the various meetings scheduled throughout the year. Ten specific requests were formulated using this approach in 2020 and were, or will be, added to the meeting agendas established on the basis of the Committee’s annual work plan.
internal control and risk: p assessing the effectiveness of the systems put in place by • management to identify, assess, manage and control financial and non-financial risks, monitoring the functioning of the internal control and risk • management system with respect to the preparation and processing of accounting and financial information, monitoring the functioning of the internal control and risk • management system with respect to the prevention of corruption and influence peddling, periodic review of the various risk mapping exercises, mapping • of the risk of corruption and influence peddling and mapping of CSR risks, monitoring internal audit and associated work, particularly as • regards procedures relating to the preparation and processing of accounting, financial and non-financial information; external audit: p managing the statutory audit of the financial statements by the • Statutory Auditors, ensuring compliance with requirements for the independence • of the Statutory Auditors, prior authorisation of non-audit services, • issuing a recommendation to the Board of Directors concerning • the Statutory Auditors to be proposed to the shareholders at the General Meeting. The Committee met in person seven times in 2020. The attendance rate for Committee members was 93%. All members were present at the two meetings preceding the review of the financial statements by the Board of Directors. The Statutory Auditors, the Chief Financial Officer and his deputy, the Director of Internal Audit and the Director of Internal Control are invited to and attend all meetings as a matter of course. Its meeting on the annual financial statements is held at least twenty-four hours before that of the Board of Directors. Prior to that, two preparatory sessions are held to address issues of methodology or specific points on the preparation and presentation of the financial statements as well as risk exposure, including social and environmental risks. The main items of business in 2020 were as follows: with regard to monitoring the procedure for preparing • accounting and financial information and financial policy: review of cash-generating units and asset impairment testing • for 2019, presentation of Sopra Banking Software and its business • (organisation and business model in particular), progress made on the Sparda project in Germany, • approval of the financial statements for the year ended • 31 December 2019, presentation by the Statutory Auditors of the results of the • statutory audit, interim reviews and the accounting options adopted, review of the 2020 interim financial statements, • the Group’s credit lines (amount of guaranteed credit lines, • maturity, monitoring of covenants), off-balance sheet commitments and guarantees given under • the delegated authority of the Board of Directors, a guarantee granted to UK pension funds, •
SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2020
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