At its meeting of 11 April 2019, the Board of Directors of Sopra Steria Group made the following decisions on the compensation of the Chief Executive Officer, Vincent Paris, after considering the Compensation Committee’s recommendations:
Compensation in respect of the 2019 financial year
On the recommendation of the Compensation Committee, the Board of Directors decided not to make any changes to the Chief Executive Officer’s annual fixed compensation.
The Board of Directors decided on the following variable compensation structure for the Chief Executive Officer:
| Requirement | Nature | % of AVC* | % of AFC* |
|---|
| Organic revenue growth of 4% to 6% | Quantifiable | 40% | 24% |
An improvement in the operating margin on business activity compared with 2018
(The specific target is not disclosed for confidentiality reasons and so as not to interfere with financial communications) | Quantifiable | 40% | 24% |
Target linked to the Group’s organisation and encouraging due consideration of mid-term priorities. (Exact details of the target are not disclosed for confidentiality reasons) | Qualitatif | 15% | 9% |
| Contribution to achievement of corporate responsibility objectives, in particular progress towards gender equality | Qualitatif | 5% | 3% |
| TOTAL | | 100% | 60% |
* AVC: annual variable compensation; AFC: annual fixed compensation.
Based on the targets adopted, an amount equivalent to 60% of the annual fixed compensation cannot be exceeded. Even so, in the event of an outstanding performance relative to the quantifiable targets, the Board of Directors may, after consulting the
Compensation Committee, authorise a gesture to recognize the fact that the targets were beaten, without exceeding the cap on annual variable compensation set at 100% of annual fixed compensation. Actual payment of the Chief Executive Officer’s
variable compensation will, in any event, be subject to shareholder approval at an Ordinary General Meeting.
Concerning the compensation in respect of the 2018 financial year (Decision of the Board of Directors of 21/02/2019)
While noting the progress made by the Group in 2018, particularly on the cash generation front, the Compensation Committee took into consideration the implications for all the various stakeholders (employees and management, shareholders) of the shortfall
in the operating margin on business activity relative to the targets set at the beginning of the year. At the end of its review, it concluded that the Group’s performance was not sufficient to justify the payment of variable compensation
in respect of the 2018 financial year. After due consideration, the Board of Directors approved the recommendation made by the Compensation Committee.
Multi-year compensation under the long-term incentive plan
Vincent Paris received a full and final grant of 1,984 shares, and he is obliged to retain at least 992 of these shares until his term of office as Chief Executive Officer comes to an end. As a matter of fact, at its meeting of 24 June 2016, the Board
of Directors decided to set up a long-term incentive plan, covering a total of 88,500 rights to free performance shares, for the Group’s senior managers. It granted 3,000 rights to shares (0.01% of the share capital) to Vincent Paris, executive
company officer. Since the targets linked to the plan were 66.11% achieved, this percentage was applied to the initial allocation to establish the number of shares vested.