Sopra Steria - 2020 Universal registration document
3 CORPORATE GOVERNANCE
Organisation and operation of governance
Additional information at meetings The Chief Executive Officer and the Chief Financial Officer are invited to Board meetings, subject to certain exceptions. Thanks to their participation, additional information that may be useful to discussions is made available. They do not take part in the consideration of matters that involve the Chief Executive Officer. Depending on the items of business before a given Board meeting, other operational managers or outside consultants may be invited to attend. This is the case, in particular, for strategic presentations and discussions of external growth transactions. Training Article 5 of the internal rules and regulations states: “Any member of the Board may, on the occasion of his/her appointment or at any point during his term in office, engage in training he/she feels is necessary for the performance of his duties”. Following the appointment of the Directors representing the employees, a specific training plan was implemented to orientate new Directors. The content and format of this orientation training was approved by the Board of Directors after consultation with the individuals concerned and with the Nomination, Governance, Ethics and Corporate Responsibility Committee. In 2020, two Directors availed themselves of the option to receive training either on taking up office or during their terms of office. These training sessions were delivered by the company or external organisations, depending on Directors’ requests.
All Chairmen of Board Committees are members of the IFA (French Institute of Directors), as is the Secretary of the Board of Directors.
Preventing conflicts of interest b. Duty of disclosure and abstention
Members of the Board of Directors must inform the Board of any current or potential conflicts of interest in which they could be directly or indirectly involved. Pursuant to the recommendations laid down in the AFEP-MEDEF Code, the internal rules and regulations state that members of the Board of Directors facing an actual or potential conflict of interest must not participate in associated decision-making. Naturally, they are not present at and do not take part in any related vote. Control of related-party agreements Monitoring of related-party agreements is governed by law, the Company’s Articles of Association and the Board’s own internal rules. Proposed new agreements are reviewed prior to being signed. In addition, the Board of Directors is called upon at the beginning of each year to review the purpose and application of agreements set to continue to run, in order to assess whether they still meet the criteria on which their initial approval was based. No new agreements were authorised during financial year 2020.
Tripartite agreement between Sopra GMT, Sopra Steria Group and Axway Software Advisory and assistance services in the areas of strategy, finance and control
Éric Hayat Conseil
Business development advisory and assistance services to Executive Management (strategic operations)
Income (financial year ended) Expense (financial year ended)
Pierre Pasquier, Éric Pasquier, Kathleen Clark Bracco
Agreement already approved at a General Meeting Yes
Monitoring of routine agreements entered into at arm’s length At its meeting of 24 October 2019, the Board of Directors voted, at the recommendation of the Audit Committee, to adopt a procedure for regularly assessing whether agreements pertaining to routine transactions entered into at arm’s length meet the necessary criteria. In particular, this procedure provides for the following: arrangements for identifying agreements subject to prior review p by the Board of Directors; the assessment by the Board of Directors of agreements that have p not been subject to such controls – any persons directly or indirectly affected by such an agreement may not take part in this assessment. The Board adopted the principle of an annual assessment, with the first such assessment undertaken at its meeting of 20 February 2020.
At its meeting on 20 February 2020, the Board of Directors unanimously agreed to downgrade the current agreement that nowrelates only to the domiciliation in Annecy of Axway Software in the amount of €13K. Sopra Steria Group SA hosts most of theGroup’s French companies (including Sopra Banking Software, Sopra HR Software and I2S) and invoices them for lease costsaccording to the surface area they use. The same applies to the lease granted to Axway Software under market conditions. The Statutory Auditors’ special report on related-party agreements is included in full at the end of Chapter 6 - “2020 Parent Company Financial Statements” of this Universal Registration Document (pages 262 to 263).
SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2020
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