Board of Directors

Nomination date  Expiration
 of term
Independent Director Audit
 Committee
Compensation Committee Nomination, Ethics and Governance Committee
Pierre PASQUIER - Chairman General Meeting of 12 June 2018 2024
Eric PASQUIER - Deputy Chairman 
General Meeting of 12 June 2018 2024        
Sopra GMT
Kathleen CLARK BRACCO
Permanent representative of Sopra GMT
General Meeting of 12 June 2018 2024


Chairman
Eric HAYAT - Deputy Chairman General Meeting of 12 June 2018

2024

     
Astrid ANCIAUX General Meeting of 12 June 2018 2020

Solfrid SKILBRIGT
General Meeting of 12 June 2018 2020    

Michael GOLLNER General Meeting of 12 June 2018 2022 oui      
Javier MONZÓN General Meeting of 12 June 2018 2022 oui


Jean-Luc PLACET
General Meeting of 12 June 2018 2022 oui
Chairman
Sylvie REMOND
General Meeting of 12 June 2018 2020 oui      
Marie-Hélène RIGAL-DROGERYS General Meeting of 12 June 2018 2024 oui Chairman

Jean-François SAMMARCELLI
General Meeting of 12 June 2018 2022 oui      

Jessica SCALE

 General Meeting of 12 June 2018 2020 oui      
Jean-Bernard RAMPINI -  Non-Voting Director General Meeting of 12 June 2018 2020     
Hélène BADOSA
Director representing the employees

Sopra Steria Group works council of 27-28 /09/2018

2020    
René-Louis GAIGNARD
Director representing the employees

Sopra Steria Group works council of 27-28 /09/2018 

2020         

Committees of the Board of Directors

With regard to certain topics, discussions by the Board of Directors are prepared by specialised committees composed of members of the Board of Directors appointed by this body. These committees do not have decision-making authority but examine issues falling within their remit and submit their opinions and proposals to the Board of Directors.

There are three permanent committees:

  • the Audit Committee;
  • the Compensation Committee;
  • the Nomination, Ethics and Governance Committee.

The Board of Directors may also establish one or more ad hoc committees.

Audit Committee

The Audit Committee is composed of at least three members appointed by the Board of Directors.

The Audit Committee Charter gives a precise definition of the Committee’s remit and explicitly states the principal matters excluded from that remit. The Committee’s main responsibilities include:

  • reviewing the financial statements, especially in order to:
    • provide a judgment on risk exposure,
    • overify that the procedures for gathering and checking information guarantee its reliability,
    • ensure that accounting policies have been applied consistently and are pertinent;
  • reviewing financial policy;
  • monitoring the effectiveness of internal control and risk management procedures, particularly as regards the work of the internal audit team;
  • managing the statutory audit of the financial statements by the Statutory Auditors;
  • ensuring compliance with requirements for the independence of the Statutory Auditors.

Compensation Committee

The Compensation Committee is composed of between three and six members appointed by the Board of Directors.

The Committee’s main responsibilities are as follows:

  • submitting its recommendations to the Board of Directors on the principles and guidelines used to determine, structure and grant the fixed, variable and exceptional components of the total compensation and benefits of any kind received by the company officers;
  • verifying the application of rules determined for the calculation of variable components of compensation;
  • verifying the quality of the information communicated to shareholders concerning compensation, benefits in kind, options, and directors’ fees received by executive company officers;
  • where applicable, offering recommendations to Executive Management on the compensation of the company’s principal executives;
  • preparing the Board of Directors’ decisions regarding directors’ fees and their apportionment;
  • obtaining an understanding of pay policy and ensuring that this policy is in line with the Company’s interests and enables it to reach its objectives;
  • preparing the policy for granting share subscription or purchase options and awarding performance shares;
  • preparing decisions related to employee savings plans.

Nomination, Ethics and Governance Committee

The Nomination, Ethics and Governance Committee is composed of the Chairman of the Board of Directors and between three and six other members appointed by the Board.

The Committee’s main responsibilities are as follows:

  • preparing appointments of members of the Board of Directors and executive company officers;
  • 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;
  • proposing and managing changes it deems beneficial or necessary to the procedures or composition of the Board of Directors;
  • verifying that the Group’s values are observed and promoted by its company officers, executives and employees;
  • checking that there are rules of conduct which address competition and ethics;
  • assessing Company policy on Corporate Responsibility.