Gouvernance

Board of Directors

Pierre Pasquier
Pierre Pasquier has served as Chairman of the Board of Directors since the company, which he co-founded, was established in 1968.

Pierre Pasquier
Chairman of the Board of Directors

  • Nomination date: General Meeting of 12 June 2018
  • Date term of office ends: 2024
  • Member of the Nomination, Ethics and Governance Committee
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Éric Pasquier
Éric Pasquier has been a member of the Board of Directors of Sopra Steria Group since 2014 and is Managing Director of Sopra GMT, the holding company

Éric Pasquier
Vice-Chairman of the Board of Directors

  • Nomination date: General Meeting of 12 June 2018
  • Date term of office ends: 2024
  • Member of the Audit Committee
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Kathleen Clark Bracco
Kathleen Clark Bracco is Director of Corporate Development for Sopra Steria Group.

Kathleen Clark Bracco
Permanent representative of Sopra GMT

  • Nomination date: General Meeting of 12 June 2018
  • Date term of office ends: 2024
  • Chairman the Nomination, Ethics and Governance Committee
  • Member of the Compensation Committee
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Éric Hayat
Éric Hayat has been Deputy Chairman of the Board of Directors of Sopra Steria Group since 3 September 2014, the date of Sopra Steria Group’s successful public exchange offer

Éric Hayat
Vice-Chairman of the Board of Directors

  • Nomination date: General Meeting of 12 June 2018
  • Date term of office ends: 2024
  • Member of the Compensation Committee
  • Member of the Nomination, Ethics and Governance Committee
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Astrid Anciaux
Currently Finance Director of Sopra Steria Benelux with over 30 years of experience in three regions, Astrid Anciaux has been a member of the Board of Directors since 3 September 2014

Astrid Anciaux
Director

  • Nomination date: General Meeting of 12 June 2018
  • Date term of office ends: 2020
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Solfrid Skilbrigt
Solfrid Skilbrigt currently oversees Sopra Steria’s Human Resources, Strategy, Marketing and Communications department in Scandinavia

Solfrid Skilbrigt
Director

  • Nomination date: General Meeting of 12 June 2018
  • Date term of office ends: 2020
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Michael Gollner
Michael Gollner has been a member of the Board of Directors of Axway Software since 24 May 2012.

Michael Gollner
Independent Director

  • Nomination date: General Meeting of 12 June 2018
  • Date term of office ends: 2022
  • Member of the Audit Committee
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Jean-Luc Placet
Jean-Luc Placet is a partner at PwC and Chairman of IDRH SA. 

Jean-Luc Placet
Independent Director

  • Nomination date: General Meeting of 12 June 2018
  • Date term of office ends: 2022
  • Chairman of the Compensation Committee
  • Member of the Nomination, Ethics and Governance Committee
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Sylvie Rémond
Sylvie Rémond has been Group Chief Risk Officer of the Société Générale Group since May 2018. She has been a member of the Société Générale Group’s Executive Committee since January 2011.

Sylvie Rémond
Independent Director

  • Nomination date: General Meeting of 12 June 2018
  • Date term of office ends: 2020
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Marie-Hélène Rigal-Drogerys
Currently serving as advisor to the President at the École Normale Supérieure de Lyon, Marie-Hélène Rigal-Drogerys was a consulting partner with ASK Partners. 

Marie-Hélène Rigal-Drogerys
Independent Director

  • Nomination date: General Meeting of 12 June 2018
  • Date term of office ends: 2024
  • Chairman of the Audit Committee
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Jean-François Sammarcelli
Jean-François Sammarcelli is a graduate of the École Polytechnique and spent his entire career at Société Générale.

Jean-François Sammarcelli
Independent Director

  • Nomination date: General Meeting of 12 June 2018
  • Date term of office ends: 2022
  • Member of the Audit Committee
  • Member of the Nomination, Ethics and Governance Committee
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Jessica Scale
Jessica Scale runs digitfit, a hub that advises senior executives on the opportunities provided by the digital transformation.

Jessica Scale
Independent Director

  • Nomination date: General Meeting of 12 June 2018
  • Date term of office ends: 2020
  • Member of the Compensation Committee
  • Member of the Nomination, Ethics and Governance Committee
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Jean-Bernard Rampini
An alumnus of the École Supérieure d’Électronique-Informatique-Automatique, Jean-Bernard Rampini is currently Innovation Executive Manager at Sopra Steria Group

Jean-Bernard Rampini
Non-Voting Director

  • Nomination date: General Meeting of 12 June 2018
  • Date term of office ends: 2020
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Hélène Badosa
Hélène Badosa, currently a testing specialist for one of Sopra Steria’s large client accounts, began her professional career as an IT specialist. 

Hélène Badosa
Director representing the employees

  • Nomination date: Steria Group works council of 27-28 /09/2018
  • Date term of office ends: 2020
  • Member of the Compensation Committee 
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René-Louis Gaignard
René-Louis Gaignard began his career with Unilog, where he worked as a programmer/analyst.

René-Louis Gaignard
Director representing the employees

  • Nomination date: Sopra Steria Group works council of 27-28/09/2018 
  • Date term of office ends: 2020
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Changes in the Board of Directors ans its committees

 


Departures AppointmentsReappointments
Board of DiectorsJavier Monzón (1/09/2019)  
Audit Committee   
Nomination, Ethics and Governance Committee   
Compensation Committee   

 

 

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.