Departures from the guidelines set forth in the AFEP-MEDEF Code
Departures from the guidelines set forth 4. in the AFEP-MEDEF Code
At its meeting of 25 February 2021, the Board of Directors noted the following departures from the guidelines set forth in the AFEP-MEDEF Code after hearing the report of the Nomination, Governance, Ethics and Corporate Responsibility Committee: recommendation 11.3. During financial year 2020, no meetings p of the Board of Directors were held fully in the absence of the Chief Executive Officer. Operational matters related to the public health crisis and the cyberattack required the Board of Directors to be kept regularly informed. It should also be noted that the Chief Executive Officer is not a Director and does not take part in discussions on the evaluation of his performance, the setting of his targets or his compensation in general. Recommendations regarding the status and compensation of company officers: recommendation 23. The Board of Directors has not, to date, p fixed the number of shares that must be held and registered in the name of the Chairman of the Board of Directors who co-founded of the Company. Shares held directly or indirectly through Sopra GMT by the Chairman in a personal capacity or by the Chairman’s family group make up more than 10% of the Company’s share capital; recommendation 22.1. By way of an exception to the p AFEP-MEDEF Code, the Chief Executive Officer’s employment contract was not terminated and remains in abeyance; The recommendation in this article applies to the Chairman and the Chief Executive Officer, but not to the Deputy Chief Executive Officers. Hired on 27 July 1987 following his graduation from the École • Polytechnique, Vincent Paris has spent his entire career within Sopra Steria Group or within the companies having merged since that date with Sopra Steria Group. After 26 years of employment within the Group, as part of the tie-up with Groupe Steria and as its integration was being completed, he was appointed Deputy Chief Executive Officer in January 2014,
then Chief Executive Officer in April 2014, once again Deputy Chief Executive Officer in September 2014 and finally Chief Executive Officer again in March 2015. Although the criteria used to determine and structure his variable compensation – which have long been strictly in keeping with those used for the Company’s senior managers – underwent changes in 2017, they remain very similar. No commitments have been entered into by the Company with • regard to severance pay, a non-compete payment or a supplementary pension plan for Vincent Paris. Vincent Paris is not a member of the Board of Directors. His employment contract has been in abeyance since his first appointment as Deputy Chief Executive Officer. In light of his career within the Group, his length of service, his • circumstances, his significant contributions and the components of his compensation, the decision not to terminate his employment contract still seems to be in the best interests of the Company. A decision of this kind would carry great symbolic weight and would, in addition, be difficult to envision without an agreement to a set of terms in exchange. On the other hand, the possible disadvantages of maintaining the employment contract in abeyance have not been identified. Nonetheless, it should be noted that if Vincent Paris were no longer a company officer, his employment contract would remain in effect and would entitle him to claim retirement bonuses or termination benefits, if applicable. The employment contract in abeyance is a standard Sopra Steria Group employment contract identical to that signed by Group employees and governed by the Syntec collective bargaining agreement with no special provisions or notice period adjustment, even concerning termination or a change in position. No special payments are provided for. As things stand, only standard legal rights ( droit commun ) would apply upon termination of the employment contract.