At its meeting on 17 March 2015, after taking into consideration the recommendations of the Nomination, Ethics and Governance Committee and the recommendations of the Compensation Committee, the Board of Directors of Sopra Steria Group authorised a settlement (transaction) with François Enaud following his removal as Chief Executive Officer.
Included in the terms of this settlement are:
- a final and comprehensive lump sum settlement payment (indemnité transactionnelle) in the gross amount of €1,444,272 by the Company to François Enaud, encompassing all claims;
- the resignation of François Enaud as Director;
- a non-compete commitment for a term of eighteen months made by François Enaud in exchange for gross compensation in the amount of €700,000;
- an exemption from the attendance conditions relating to the thirty-three thousand five hundred (33,500) free performance shares granted to him by Groupe Steria SCA (i.e. a maximum of 8,375 Sopra Steria Group shares) for which the vesting period is currently under way; the other conditions initially laid down shall continue to apply.
In the interests of good governance and transparency, the settlement was submitted to the Board of Directors for general authorisation within the terms of Article L. 225-38 and where applicable Article L. 225-42-1 of the French Commercial Code, although the settlement does not formally fall under the scope of these articles.
After verifying that the performance conditions it decided to apply where necessary had been met, namely the successful completion of mergers between Sopra Steria Group, Groupe Steria and Steria before 31 December 2014 and the achievement of more than 50% of the targets set with respect to variable compensation for the past two years, the Board of Directors authorised the payment of the aforementioned amounts.
Since it does not constitute predefined severance pay, the settlement does not formally fall under the scope of application of the Afep-Medef corporate governance code recommending that predefined severance pay be limited to two years’ fixed and variable compensation. Nevertheless, it should be noted that the amount of compensation paid under the settlement is justified in particular by the very specific situation of François Enaud, who played a crucial role in building the Steria group, which he joined more than 30 years ago and where he held management positions for 17 years, and by his involvement in the organisation of the new Sopra Steria group.
The settlement will be presented to shareholders in a specific resolution at the Annual General Meeting of Shareholders.
This is a free translation into English of the original French disclosure. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the French version, which is the authentic text.