As of December 31, 2013, the Supervisory Board comprises:
Main role Independent
governance: 08/2000 05/2012 AGM
2016 13,390 72
Interest Group (GIP) no 1 Strategy 03/1999 05/2012 AGM
2016 146,978 73
Léo Apotheker Company Director yes 2 Strategy 03/2012 05/2012 AGM
2016 200 60
Patrick Boissier CEO of DCNS no 2 Strategy 06/2004 05/2010 AGM
2014 310 64
Séverin Cabannes
Deputy CEO of the Société
Générale Group yes 3 - 02/2007 05/2011 AGM
2015 6,626 55
Élie Cohen Economist Research
Director at CNRS yes 2 Audit, Internal
Control and Risks 05/2000 05/2012 AGM
2014 6,540 64
Bridget Cosgrave
Founder and Chairman of Every European Digital
(EED) yes 1 Audit, Internal
Control and Risks 05/2011 - AGM
2015 150 52
Pierre Desprez
Chairman of the Supervisory Board of the Groupe Steria
mutual fund (FCPE) no 1
Appointments, remuneration and corporate
governance 05/2012 - AGM
2015 5,696 60
Pierre-Henri
Gourgeon Chairman of PH
Gourgeon Conseil yes 2
Control and Risks 06/2004 05/2010 AGM
2014 330 68
Laetitia
Puyfaucher CEO of Pelham Media
Ltd yes 2 - 05/2012 - AGM
2016 150 39
* Pursuant to criteria for independence set out by the AFEP/MEDEF Recommendations, reviewed each year by the Supervisory Board on the recommendation of The Appointments, Remuneration and Corporate Governance Committee . For more information see the table on page 50 below.
Composition of the Board
Groupe Steria SCA has chosen to have a multidisciplinary Board comprising members with complementary skills and experience.
Members of the Board have been chosen for their skills and expertise,
notably in the business and financial spheres, as well as their diversity, availability and values.
The Supervisory Board, based on the proposal of the Appointments, Remuneration and Corporate Governance Committee, is continuing its consideration of its composition and possible changes, with the
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Report of the Chairman of the Supervisory Board on corporate governance, internal control and risk management
aim of increasing its diversity, the number of women represented, its independence, and the international experience of its members and their expertise, particularly in the Group’s business areas and in finance.
Term of office of members of the Supervisory Board The term of office of the members of the Supervisory Board is laid down in the Articles of Association as six years maximum.
In practice, each of the members of the Board has been appointed or re-appointed for a maximum period of four years.
There is no limit in the Articles of Association for the renewal of terms of office.
In accordance with the provisions of the Articles of Association, Board members must hold at least 150 Company shares, except for members representing employees.
Age limit
At least half of its members must be under 65 years of age.
Independence of members of the Supervisory Board A member of the Supervisory Board is considered to be independent when he has no relationship of any sort whatsoever with the Company, the Group or its management that could compromise the exercise of his/
her freedom of judgment.
In more general terms, the Board considers that a director’s independence is not only defined by the criteria set by the AFEP/MEDEF Code, but mainly depends on a director’s personal qualities and individual conduct, his/her independence and strength of mind to review decisions based on the interests of the Company and not his/her own situation, and on his/
her capacity to abstain in the event of a potential conflict of interest. It is therefore specifically assessed with reference to these criteria.
To comply with the strict criteria for independence in the AFEP/MEDEF Code, the independent member must not:
z be an employee or executive director of the Company, an employee or director of the Parent Company or any consolidated company and not have been so over the last five years;
z be an executive director of a company in which the Company holds, either directly or indirectly, a directorship or in which an employee appointed as such or an Executive Director of the Company (currently or who has been so within the last five years) has a directorship;
z be (or be related directly or indirectly to) a customer, supplier, investment banker or financing banker:
− that is significant to the Company or the Group,
− or for which the Company or Group represents a significant portion of its activity.
z the assessment of the significance or lack thereof of the relationship with the Company or its group shall be discussed by the Board and the criteria that led to this assessment explained in the Company’s Registration Document;
z have close family ties with a director;
z have been the Company’s Statutory auditor during the last five years;
z have been a director of the Company for more than 12 years (a director can no longer be considered independent following the expiry of the term of office in the course of which the 12-year period is exceeded).
Each year, the Appointments, Remuneration and Corporate Governance Committee and the Supervisory Board verify the general situation of each of its members regarding the criteria for independence of the AFEP/
MEDEF Code.
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Report of the Chairman of the Supervisory Board on corporate governance, internal control and risk management
The situation of Board members in relation to the above AFEP/MEDEF criteria, as assessed by the Supervisory Board at its meeting of February 27, 2014, based on the opinion of the Appointments and Remuneration Committee, was as follows:
Name Must not be
Must not be linked, either directly
Léo Apotheker yes yes yes yes yes yes yes
Jacques Bentz no yes no yes yes no no
Patrick Boissier yes yes yes no yes yes no
Séverin Cabannes yes yes yes yes yes yes yes
Elie Cohen yes yes yes yes yes yes yes
Bridget Cosgrave yes yes yes yes yes yes yes
Pierre Desprez no yes yes yes yes yes no
Pierre-Henri Gourgeon yes yes yes yes yes yes yes
Éric Hayat no no no yes yes no no
Laetitia Puyfaucher yes yes yes yes yes yes yes
Six out of ten members are independent, i.e. more than 50% of the members of the Board.
As part of this assessment, the Supervisory Board considered the nature and volume of the business relationships between Groupe Steria and the companies DCNS and Société Générale, where Messrs Patrick Boissier and Séverin Cabannes hold General Management functions. It noted that the proportion of Groupe Steria’s total revenue accounted for by DCNS was lower than 1%, and that accounted for by Société Générale was less than 2%. It considered that these business relationships were not significant. It also noted that the nature and volume of the banking services provided by Société Générale to Groupe Steria companies were not sufficient to put in doubt the independence of Mr. Séverin Cabannes.
This topic was debated by the Supervisory Board on February 27, 2014.
The position was confirmed.
Following this assessment, the Supervisory Board decided that at February 27, 2014, six of the ten Board members were independent under the definition of the AFEP/MEDEF Code, and that the Company was therefore in compliance with the recommendation of the AFEP/
MEDEF Code in terms of the proportion of independent Board members.
Conflicts of interest of Board members
At its meeting of October 28, 2011, the Supervisory Board decided to put in place a control and management procedure for conflict of interest situations to which members of the Supervisory Board could be exposed. This procedure, as described in the Board’s i nternal regulations (Article IV-8), stipulates: “A declaration of conflict of interest shall be completed by all Board members upon assuming office. This declaration is sent to the Secretary of the Supervisory Board, who is responsible
for carrying out the administrative follow-up of these declarations and, as a matter of routine, informing the Chairman of the Appointments, Remuneration and Corporate Governance Committee of the conflict of interest situations that have been declared. Any conflict of interest situation arising during a term of office must be declared under the same conditions. Thus, in a situation where there is or there may be a conflict between the corporate interest and his or her direct or indirect personal interest or the interest of the shareholder or group of shareholders that he or she represents, the member of the Supervisory Board concerned must:
z inform the Board of it as soon as he or she has knowledge thereof and;
z accept the consequences thereof with respect to the exercise of his or her term of office. Accordingly, as the case may be, he or she shall:
− refrain from taking part in the vote on the matter in question;
− not attend the meetings of the Supervisory Board for the period during which the conflict of interest exists;
− or resign as a member of the Supervisory Board. Should these rules for abstention or withdrawal not be respected, the liability of the member of the Supervisory Board may be incurred.
In addition, the Chairman of the Supervisory Board and the General Manager will not be required to submit any information or documents to the member(s) of the Supervisory Board for whom they have substantial grounds to believe that a conflict of interest exists relating to that topic and will inform the Supervisory Board of said failure to inform.
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Report of the Chairman of the Supervisory Board on corporate governance, internal control and risk management
The Appointments, Remuneration and Corporate Governance Committee of the Supervisory Board is responsible for examining any conflict of interest situations declared, and determining whether the situations involved are liable to procure any undue advantage for the member concerned or disadvantage the Company. It provides the Supervisory Board with advice and recommendations for dealing appropriately with any such conflicts of interest.”
In accordance with these principles, the Supervisory Board, based on the recommendation of the Appointments and Remuneration Committee, examines the individual situation of each member of the Supervisory Board every year. In its meeting of January 24, 2014, it noted that Mr. Séverin Cabannes, Deputy CEO of Société Générale, could be in a potential conflict of interest situation when the Board discusses subjects concerning the business relationships between Steria and Société Générale. In such an event, it was agreed that Mr. Séverin Cabannes would abstain from participating in any discussions or votes on these subjects. No other conflict of interest situation was brought to the attention of the Supervisory Board.
Missions
The Supervisory Board exercises continuous control over the management of the Company.
For this, it can have the General Manager communicate any information or any document of use in carrying out its general mission of control.
At the annual Ordinary General Meeting, it gives an annual report on the management of corporate dealings and on the financial statements for the period. It also makes a report at each Extraordinary General Meeting.
It can convene the General Meeting of Shareholders.
It also acts in the following circumstances:
z it examines the Company’s financial statements and consolidated financial statements, as well as the budget;
z it receives the report of the Statutory Auditors;
z it issues an opinion on any proposals for an increase or reduction in capital submitted by the General Manager to the shareholders;
z it may propose, during the term of the Company, except in the event of vacancy, the appointment or renewal of the term of office of any General Manager, which will then be decided by the Ordinary General Meeting following approval from the General Partner;
z it may initiate a request to dismiss a General Manager. The General Partner must be notified of any such request, which must comply with the rules and procedures set forth in the Articles of Association;
z it submits a proposal, on the advice of the Appointments and Remuneration Committee, regarding the payment of the General Manager to the Ordinary General Meeting of Shareholders, which approves or rejects the proposal;
z it gives an opinion to the General Manager concerning:
− the Company’s main strategic orientations: medium- and long-term plans, consolidated budgets, acquisitions policy, significant acquisitions, major investments,
− operations having a noticeable impact on the capital, financing and cash position of the Company and its subsidiaries,
− operations significantly affecting the allocation of the Company’s corporate capital;
z it gives prior approval to all major commitments, as listed below:
− any company borrowing once the total amount of borrowings exceeds 50% of the total consolidated net assets of Groupe Steria SCA, as resulting from consolidated financial statements drawn up from the last approved financial statements (the “Net Assets”),
− the setting up of any securities, preconditions or guarantees, or any pledges or mortgages on the Company’s assets, once the total of the secured debt represents more than 50% of the Net Assets,
− the founding of any company, or any acquisition of holdings, in any commercial, industrial, financial, securities, property or other operation, in any form whatsoever, once the total amount of the applicable investment represents more than 20% of the Net Assets,
− any decision whose purpose or impact entails, immediately or in the future, the loss of the majority holding in a subsidiary’s capital, directly or indirectly, if the Company represents more than 10% of the consolidated revenue of Groupe Steria SCA, where this revenue results from the Group’s last consolidated financial statements.
It verifies that the terms and conditions set forth in Article 1 of the Articles of Association, relating to the role of the General Partner of the company Groupe Steria SCA, are complied with.
Operation of the Supervisory Board
The Supervisory Board has adopted a Charter and i nternal regulations describing professional ethical behaviour and rules to be respected by its members (loyalty, acting in good faith, confidentiality, assiduousness, professionalism, etc.) as well as the mission, obligations and operating rules of the Board (appointment of members, information, description of the three committees created within the Board). These documents also define the concept of “independent member” and outline the rules concerning insider information. Supervisory Board members are subject to stock market code of conduct rules which, together with the financial communication calendar for the year and the “blackout period” dates, are included in an internal “Insider Code”.
The i nternal regulations of the Supervisory Board are updated regularly (last update: December 19, 2013) and may be consulted on the Company’s website.
Every year, members of the Supervisory Board receive a file containing all the documents and rules applicable to them.
Invitations to attend meetings of the Supervisory Board are sent out at least eight days prior to each meeting, except in exceptional circumstances justifying a shorter notice period.
To enable each Board member to be available as far as possible, a meeting schedule is drawn up at the end of the year for the following year.
At the end of 2013, the Board’s work for 2014 was approved by the members of the Board itself, with the aim of identifying the priority areas for the year, allocating sufficient time at Board meetings and improving the Board’s efficiency.
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Report of the Chairman of the Supervisory Board on corporate governance, internal control and risk management
The Statutory Auditors also attend the Supervisory Board meetings held mainly to examine the annual and half-yearly financial statements.
Three members of the Works Council (associations of managers, administrative and technical staff and employees) are invited to attend meetings, in accordance with current regulations.
The identities of absent members are indicated in the minutes of each meeting.
The minutes of previous meetings are sent to Board members by the Company prior to the next meeting, as well as all relevant information concerning the different points on the proposed agenda.
The Board is supported by a permanent secretary in the person of the Group Legal Director.
Depending on the time of year at which meetings are held, minimum standard agendas are drawn up for meetings.
In 2013, the average length of Board meetings was four hours.
Activity of the Supervisory Board in 2013 The Board held seven meetings over the last year.
The attendance rate in 2013 was 90% overall.
In 2013, the Board mainly dealt with the following subjects:
z finance:
− review of management planning documents,
− review of the annual and interim financial statements,
− review of financial communication,
− the Group’s indebtedness and liquidity,
− plans to diversify the Group’s sources of financing prior to the establishment of a bond issue in April 2013 and a securitisation programme in December 2013,
− review of the proposed SSCL joint venture with the British Government and its financing;
z preparation for the General Meeting:
− setting the dividend for 2013,
− deciding on the resolutions to be presented to the General Meeting of May 30, 2013,
− reviewing and approving the report of the Chairman of the Supervisory Board on corporate governance, internal control and risk management;
z corporate governance and Remuneration:
− review of compliance with the AFEP/MEDEF Corporate Governance Code,
− examination of independence criteria for Board members,
− examination of declaration of conflicts of interest received from Board members,
− definition of the variable remuneration of the General Manager and the members of the Executive Committee for 2012,
and assessment of individual performance (quantitative and qualitative),
− definition of the quantitative and qualitative criteria for the variable remuneration of the General Manager and the members of the Executive Committee for 2013,
− distribution of directors’ fees between the members of the Supervisory Board;
− performance criteria for the free share plan for 2013,
− changes in the composition of the Committees, and the Board,
− self-assessment of the Board,
− annual plan for 2014 for the Board,
− updating of the i nternal regulations of the Supervisory Board;
z strategy:
− review of business in Scandinavia and France presented by the CEOs for those countries,
− Group positioning and strategy for the period 2012-2015: review and discussion of the General Manager’s proposals;
z risks and internal control:
− examination of risk mapping and action plan,
− review of main risks,
− internal audit plan for 2013 and guidelines for 2014.
Evaluation of the Supervisory Board
In line with the AFEP/MEDEF Code, the Board has performed an annual evaluation since 2009. Each year, when the Board meets in December, it includes an item on the agenda that specifically covers a critical review of the composition, organisation and operation of the Supervisory Board and its committees. Every two years, this evaluation is formalised by means of a questionnaire sent to each Board member.
In 2013, the Board’s evaluation procedure was overseen by the Appointments, Remuneration and Corporate Governance Committee, following the decision to extend the missions of this Committee to the review and preparation of the work of the Board on matters related to Corporate Governance. An evaluation questionnaire was sent to each of the members of the Supervisory Board, and members who so requested could also have a personal interview with the Chairman of the Appointments, Remuneration and Corporate Governance Committee.
A summary of these questionnaires and interviews was made by the Appointments, Remuneration and Corporate Governance Committee and presented to the Supervisory Board on December 19, 2013 for discussion.
The suggestions for improvement focused on the following points:
z changes in the composition of the Board by inclusion on the Board
z changes in the composition of the Board by inclusion on the Board