Gouvernance

Board of Directors

Pierre Pasquier

Pierre Pasquier has more than 50 years’ experience in digital services and management of an international business. He and his associates founded Sopra Group in 1968, and he chairs the Board of Directors.

Pierre Pasquier
Chairman of the Board of Directors

  • Nomination date: 12 June 2018
  • Date term of office ends: 2024
  • Member of the Nomination, Governance, Ethics and Corporate Responsibility Committee 
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Éric Pasquier

Éric Pasquier, Director with responsibility for Software, has been with the Group for over 20 years. He is also Vice-Chairman of Sopra Steria Group’s Board of Directors and Managing Director of Sopra GMT, the holding company for Sopra Steria Group and Axway Software.

Éric Pasquier
Vice-Chairman of the Board of Directors

  • Nomination date: 12 June 2018
  • Date term of office ends: 2024
  • Member of the Audit Committee
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Kathleen Clark Bracco

Kathleen Clark Bracco has worked at Sopra Steria Group for over 20 years. She is currently Director of Corporate Development.

Kathleen Clark Bracco
Permanent representative of Sopra GMT

  • Nomination date: 12 June 2018
  • Date term of office ends: 2024
  • Chairman of the Nomination, Governance, Ethics and Corporate Responsibility Committee 
  • Member of the Compensation Committee
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Éric Hayat

Éric Hayat has been Vice-Chairman of the Board of Directors of Sopra Steria Group since 2014. He co-founded Groupe Steria in 1969 and served as its Deputy Chief Executive Officer. He was the group’s Chairman at the time of the tie-up with Sopra in 2014.

Éric Hayat
Vice-Chairman of the Board of Directors

  • Nomination date: 12 June 2018
  • Date term of office ends: 2024
  • Member of the Compensation Committee
  • Member of the Nomination, Governance, Ethics and Corporate Responsibility Committee 
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Michael Gollner

Michael Gollner is an experienced entrepreneur, investor and member of several boards of directors. His expertise spans the media and technology sectors and the field of business transformation. Holder of an MA in international studies from the University of Pennsylvania

Michael Gollner
Independent Director

  • Nomination date: 1 June 2022
  • Date term of office ends: 2023
  • Member of the Audit Committee
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Jean-Luc Placet

Jean-Luc Placet has spent much of his career as a management, organisation and human resources consultant for large organisations.

Jean-Luc Placet
Independent Director

  • Nomination date: 1 June 2022
  • Date term of office ends: 2024
  • Chairman of the Compensation Committee
  • Member of the Nomination, Governance, Ethics and Corporate Responsibility Committee 
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Sylvie Rémond

Sylvie Rémond has over 35 years’ experience in customer relations, structured finance and risk management, acquired during her time with the Société Générale group, which she left in July 2021. She sat on the group’s Executive Committee from 2011 and served as Group Chief Risk Officer from 2018.

Sylvie Rémond
Independent Director

  • Nomination date: 9 June 2020
  • Date term of office ends: 2023
  • Member of the compensation Committee
  • Member of the Audit Committee
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Marie-Hélène Rigal-Drogerys

A trained scientist, Marie-Hélène Rigal-Drogerys has a sound understanding of the world of higher education, research and innovation, and of the public sector more generally, which she combines with an operational and executive approach to strategy

Marie-Hélène Rigal-Drogerys
Independent Director

  • Nomination date: 12 June 2018
  • Date term of office ends: 2024
  • Chairman of the Audit Committee
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Jessica Scale

Jessica Scale founded digifit, a hub that provides strategy consulting for senior executives, in 2014. She helps companies grow by taking advantage of the opportunities offered by the digital, social and environmental transitions.

Jessica Scale
Independent Director

  • Nomination date: 9 June 2020
  • Date term of office ends: 2023
  • Member of the Compensation Committee
  • Member of the Nomination, Governance, Ethics and Corporate Responsibility Committee 
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Noëlle Lenoir

Noëlle Lenoir is a lawyer, former judge and politician, with expertise in ethics, professional conduct and European affairs.

Noëlle Lenoir
Independent Director

  • Nomination date: 1 June 2022
  • Date term of office ends: 2026
  • Member of the Nomination, Governance, Ethics and Corporate Responsibility Committee

 

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André Einaudi

André Einaudi is the Founding Chairman and CEO of Ortec Group, an international integrator of construction and engineering solutions, with locations on four continents.

André Einaudi
Independent Director

  • Nomination date: 1 June 2022
  • Date term of office ends: 2026
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Yves De Talhouët

Yves de Talhouët was appointed Chairman of Faïencerie de Gien in 2014. He previously served as Managing Director of HP EMEA from May 2011, and prior to that as Managing Director of HP France from 2006.

Yves De Talhouët
Independent Director

  • Nomination date: 1 June 2022
  • Date term of office ends: 2025
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Hélène Badosa

Hélène Badosa has worked at Sopra Steria Group for over 20 years. Alongside her professional role, she has also long experience of employee representative bodies.

Hélène Badosa
Director representing the employees

  • Date of first appointment: Works Council Meeting of 27–28/09/2018
  • Nomination date: 23/09/2020
  • Date term of office ends: 2024
  • Member of the compensation Committee
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David Elmalem

David Elmalem joined Sopra Steria Group in 2008. He successively served in testing, business analysis and project management roles as an integrator for complex air traffic control systems.

David Elmalem
Director representing the employees

  • Date term of office began: 23/09/2020
  • Date term of office ends: 2024
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Astrid Anciaux

As Chief Financial Officer of Sopra Steria Benelux, Astrid Anciaux works across Belgium, the Netherlands and Luxembourg. She has been with the Group for over 30 years. She became a member of the Board of Directors when Sopra and Groupe Steria completed their tie-up in 2014 (term of office ended at the close of the 2020 General Meeting).

Astrid Anciaux
Director representing employee shareholders

  • Date of first appointment: 27/06/2014
  • Nomination date: 26/05/2021
  • Date term of office ends: 2025
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Changes in the Board of Directors and its committees since the start of financial year 2021

 


Departures AppointmentsReappointments
Board of Directors

Jean-François Sammarcelli (1/06/2022)

Yves de Talhouët (1/06/2022)

Astrid Anciaux
(26th May 2021)

André Einaudi
(1/06/2022)
Michael Gollner
(1/06/2022)
Noëlle Lenoir
(1/06/2022)
Jean-Luc Placet
(1/06/2022)


Audit CommitteeJean-François Sammarcelli (1/06/2022)Sylvie Rémond
(28th April 2022)
 
Nomination,  

Governance, Ethics and Corporate Responsibility Committee

 Noëlle Lenoir
(25th February 2021)
 
Compensation Committee




Hélène Badosa
(28th January 2021)

 

 

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, Governance, Ethics and Corporate Responsibility 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, with financial or accounting expertise (currently 3 of the 4 members are financial experts).

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, Governance, Ethics and Corporate Responsibility Committee

The Nomination, EGovernance, Ethics and Corporate Responsibility 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.