Sopra Steria - 2021 Combined General meeting

2 SOPRA STERIA GROUP PRESENTATION’S IN 2020 Organisation and operation of governance

The Compensation Committee c. The composition and functioning of the Compensation 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: Jean-Luc Placet, Chairman (Independent Director); p Hélène Badosa (Director representing the employees); p Kathleen Clark Bracco, permanent representative of Sopra GMT; p Éric Hayat; p 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: recommend to the Board of Directors compensation policies p applicable to company officers; verifying the application of rules determined for the calculation of p variable components of compensation; where applicable, offering recommendations to Executive p Management on the compensation of the company’s principal executives; obtaining an understanding of pay policy and ensuring that this p policy is in line with the Company’s interests and enables it to reach its objectives; preparing decisions related to employee share ownership and p employee savings plans; preparing the policy for awarding performance shares; p verifying the quality of the information communicated to p shareholders concerning compensation, benefits in kind, and options received by executive company officers, and compensation in accordance with Article L. 225-45 of the French Commercial Code. The Committee hears the executive company officers at the start of its meetings for general information and on each item of business as necessary. Minutes are prepared after every meeting and are then approved at the beginning of the following meeting. The Committee met eight times in 2020, with an attendance rate of 98%. Items of business included: compensation policy of the Chairman of the Board of Directors; p the Chief Executive Officer’s compensation policy and in p particular criteria and targets associated with his variable compensation; the recommendations to the Board of Directors concerning p variable compensation paid to the Chief Executive Officer in respect of financial year 2019; compensation policy for members of the Board of Directors; p review of the fairness ratio; p expiry of a long-term incentive plan based on performance shares p and determination of targets for similar plans currently in force; Sylvie Rémond (Independent Director); p Jessica Scale (Independent Director). p

the review of the draft Registration Document for 2019 and in p particular the draft report on corporate governance; apportionment of compensation referred to in Article L. 225-45 p of the French Commercial Code in respect of financial year 2019. ! " # "" "" # =# = ! ! # !" Access to information for members of the Board a. of Directors “each member of the Board shall receive all information required p in the performance of his mission and is authorised to request any documents deemed pertinent; in advance of each meeting of the Board, a set of preparatory p materials shall be addressed to members presenting the items on the agenda requiring special analysis and preliminary reflection, provided that confidentiality guidelines allow the communication of this information; the members of the Board shall also receive, in the intervals p between meetings, all pertinent and critical information concerning events or operations that are significant for the Company. This information shall include copies of all press releases disseminated by the Company”. The members of the Board of Directors receive a monthly summary report on Sopra Steria Group’s share performance. This report describes and analyses developments in the share price and trading volumes, putting them into perspective by highlighting main trends in macroeconomic data and financial markets as well as comparisons with the main comparable companies. Board members receive all press releases intended for investors and are invited to the presentations of the Company’s full-year and half-year results. They are also invited to the beginning-of-the-year meeting held for Group management and receive certain internal publications. Dedicated electronic platform for Directors An electronic platform, based on Axway Software’s Syncplicity solution, is used to provide secure access to documentation on all types of devices: computers, tablets and smartphones. Members of the Board of Directors can view or download items made available for them or upload their own items for sharing or storage within this environment. This platform was set up following the findings of the formal assessment of the Board of Directors undertaken in 2016. Its installation was possible thanks to the availability of a high-performance cloud solution managed by the Group’s technical staff and offering a sufficiently robust guarantee that the data stored would not be accessible to any unauthorised persons, including technical staff. 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. Dissemination of information – preparatory materials Article 4 of the internal rules and regulations states:



Made with FlippingBook - professional solution for displaying marketing and sales documents online