Sopra Steria - 2020 Universal registration document
3 CORPORATE GOVERNANCE
Organisation and operation of governance
The Nomination, Governance, Ethics and Corporate b. Responsibility Committee The composition and functioning of the Nomination, Governance, Ethics and Corporate Responsibility Committee are governed by the Board’s internal rules and regulations and by a charter that is reviewed at regular intervals by the Committee and was approved by the Board of Directors on 25 February 2021. Its current members are: Kathleen Clark Bracco, permanent representative of Sopra GMT – p Chairwoman; Éric Hayat; p Noëlle Lenoir (Independent Director); p Pierre Pasquier; p Jean-Luc Placet (Independent Director); p Jean-François Sammarcelli (Independent Director); p Jessica Scale (Independent Director). p The Chairman of the Board of Directors sits on the Nomination, Governance, Ethics and Corporate Responsibility Committee. The Committee hears the Chief Executive Officer on the items of business as necessary. The Committee has no decision-making powers of its own, but rather submits its findings and recommendations to the Board of Directors in support of 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, retain the services of independent experts at p the Company’s expense to assist it. The Committee’s main responsibilities are as follows: Nominations and governance: p selecting and preparing appointments of members of the • Board of Directors and executive company officers, proposing and managing changes it deems beneficial or • necessary to the procedures or composition of the Board of Directors, carrying out the annual review of the plan for unforeseen • departures by the Chairman of the Board of Directors and the Chief Executive Officer, evaluating the Board of Directors and the effectiveness of • corporate governance, verifying that good governance rules are applied at the • Company and its subsidiaries, assessing whether Board members may be deemed • independent in view of deliberations by the Board of Directors on this subject; Business ethics and corporate responsibility: p verifying that the Group’s values are observed, defended and • promoted by its company officers, executives and employees, checking that there are rules of conduct which address • competition and ethics, ensuring that the anti-corruption framework operates • effectively and that the Company’s Code of Conduct, training, whistleblowing framework and disciplinary system as provided
for in French law no. 2016-1691 of 9 December 2016 on transparency, the fight against corruption and modernisation of business life are all fit for purpose; assessing Company policy on sustainable development and • corporate responsibility and its alignment with the Sopra Steria Group’s commitments to human rights, international labour standards, the environment and the fight against anti-corruption, ensuring that the Company has implemented an • anti-discrimination and diversity policy: preparing for the Board of Directors’ annual review of the − Company’s policy on workplace and pay equality; reviewing Executive Management’s proposed objectives, action − plan and arrangements for increasing the proportion of women in senior management positions and tracking progress. The Committee met seven times in 2020, with an attendance rate of 100%. Items of business included: concerning appointments and governance: p members of the Board of Directors (see Section 1.2.3 • "Selection process"), the search for new Directors and proposals to reappoint • Directors whose terms of office are nearing their end in 2020, composition of the committees and in particular the • participation of Directors representing employees on specialist Board committees, the results of the formal assessment process of the Board of • Directors and its committees, organisation and effectiveness of the Group’s governance and • annual review of the plan for unforeseen departures by the Chairman of the Board of Directors and the Chief Executive Officers, verification of Company compliance with the AFEP-MEDEF • Code, qualification of Independent Directors, • changes to the internal rules and regulations of the Board • of Directors, the draft rules for designating the Director representing the • employee shareholders, changes to the rules (charter) of the Committee to state that, in • the event of a split vote, the Independent Directors cast the deciding vote; concerning ethics and corporate responsibility: p the Company’s policy on workplace and pay equality, and the • diversity policy, the targets for increasing the proportion of women in senior • management positions, together with the action plan and measures proposed by Executive Management; the testimony given by the Sustainable Development Director • on the “zero net emissions” target by 2028 set by the Group; the anti-corruption framework introduced by the Company and • how it performed during the past year; review of the draft Universal Registration Document for 2019. • Minutes are prepared after every meeting and are then approved at the beginning of the following meeting.
SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2020
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