URD 2023

INCLUDING THE ANNUAL FINANCIAL REPORT AND MANAGEMENT REPORT INCLUDING COMPONENTS OF THE STATEMENT OF NON-FINANCIAL PERFORMANCE

The original French-language version of the Universal Registration Document was filed on 15 March 2024 with the Autorité des Marchés Financiers (AMF) in its capacity as competent authority in respect of Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of said regulation.

The original French-language version of the Universal Registration Document may be used for the purposes of an offer to the public of financial securities or the admission of financial securities to trading on a regulated market if it is supplemented by a securities note and, if applicable, a summary and any amendments made to the Universal Registration Document. The resulting combined document is approved by the AMF in accordance with Regulation (EU) 2017/1129.

The information included in both of those registration documents, other than the information mentioned above, has been replaced and/or updated, as applicable, by the information included in this Universal Registration Document.

This document is a free translation into English of the original French “Document d’enregistrement universel”, referred to as the “Universal Registration Document”. It is not a binding document. In the event of a conflict of interpretation, reference should be made to the French version, which is the authentic text.

“Sopra Steria’s ambition is to become a compelling alternative to global providers for major European clients”

Pierre Pasquier

Chairman and Founder of Sopra Steria Group

We are living at a time of considerable upheaval that is affecting all aspects of our lives: political, international, social, environmental, and societal. The development of digital technology is one of the key drivers of this change and heralds yet more major change to come.

As a major player in the European tech sector, Sopra Steria plays an important role in the development of digital technology. Our mission is to guide our clients, partners and employees towards bold choices, building a positive future by making digital work for people. Drawing on our founding values and corporate culture, we have adopted a responsible approach to digital technology that takes into account its impacts on all our stakeholders. That means digital ethics and sovereignty are priorities. We strive to continuously improve our environmental footprint by reducing our emissions. We are committed to work every day to uphold workplace gender equality, inclusion and diversity.

The strategic review we kicked off at the end of the public health crisis highlighted the need to speed up our internal transformation to adapt the Group to the environment in which it now operates. We are firmly committed to this process.

We have begun to streamline our range of services and solutions so that we can serve our clients even more effectively as they navigate the digital transition. In particular, we are expanding our consulting business and upgrading our operating model to better leverage our tech expertise.

Our external growth strategy is aimed at consolidating our position in markets we see as strategic for Sopra Steria in Europe. Through acquisitions over the past two years, we have significantly expanded our presence in Benelux and considerably strengthened our position in defence and security as well as securing a promising new foothold in the space segment.

Thanks to the changes that are underway, Sopra Steria’s ambition is to become a compelling alternative to global providers for major European clients, particularly in the public sector and in defence, aeronautics and financial services.

As we look ahead to the rest of 2024, I am confident the Group will be able to continue with its development. Sopra Steria is poised to leverage future growth in the digital space to continue gradually ramping up our performance towards the highest industry standards.

Sopra Steria, a major player in the European tech sector recognised for its consulting, digital services and software development, helps its clients drive their digital transformation and obtain tangible and sustainable benefits.

It provides end-to-end solutions to make large companies and organisations more competitive by combining in-depth knowledge of a wide range of business sectors and innovative technologies with a fully collaborative approach.

Sopra Steria places people at the heart of everything it does and is committed to putting digital to work for its clients in order to build a positive future for all.

1_Alternative performance measures are defined in the glossary of this document.

2_Dividend proposed for approval at the General Meeting of 21 May 2024

See Chapter 5 for more information

Technology serves as a gateway to infinite possibilities. As fascinating as this never-ending stream of innovations is, it also raises questions as to what is actually behind the frantic race for novelty and change.

Solutions are never straightforward or obvious, and there is certainly never just one way of doing things.

At Sopra Steria, our mission is to guide our clients, partners and employees towards bold choices to build a positive future by putting digital technology to work in service of humanity.

Beyond technology, we set great store by collective intelligence, in the firm belief it can help make the world a better place.

Together, we are building a highly promising future by delivering tangible benefits: sustainable solutions with positive impacts that take full account of interactions between digital technology and society. There’s still so much more we can achieve together.

Dare together

At Sopra Steria, we strive to create a stimulating, group-oriented environment inspiring free thinkers to engage in open, frank discussions. Our goal is to foster the development of skills and entrepreneurship in a community driven by a desire for collective success.

1_ Source: Gartner – IT services 2021-2027, updated Q4 2023, at constant US dollars

2_ Systems integration and third-party application maintenance

1_ AI: Artificial intelligence

2_ IoT: Internet of things

3_ GPTW: Great Place To Work

4_ GHG: Greenhouse gas

See Chapters 1 and 4 for more information

Directors’ attendance rate

Members at 21 February 2024

1_ 6/15 women – 9/15 men

2_ 10 out of 15 Board members qualify as independent based on the AFEP-MEDEF Code’s requirements

See Chapter 3 for more information

18 Members

Management Committee

The Management Committee consists of the Executive Committee members and 44 operational and functional managers. 9 of its members are women.

See Chapter 1 for more information

Sopra Steria’s strategy is built around its independent corporate plan focused on sustainable value creation for its stakeholders. This Europe-wide corporate plan is underpinned by expansion through organic and acquisition-led growth. Its goal is to generate substantial added value by leveraging a comprehensive range of end-to-end¹ solutions. Our ambition is to be the partner of choice in Europe for major public administrations, financial and industrial operators and strategic businesses, when they are looking for support with driving the digital transformation of their activities (business and operating model) and their information systems, and preserving their digital sovereignty.

“To rise to the immense challenges posed by the societal and environmental transformations currently underway, we are working and moving forward with all our stakeholders: our employees, who constitute our core strength and ability to take action; our clients, who are the reason why we seek to innovate and reinvent ourselves; our partners, with whom we develop technology solutions to help build a more sustainable world; our suppliers, who share our commitment; and our shareholders, whose support enables us to pursue our corporate plan.”

Cyril Malargé, Chief Executive Officer

Our direct and indirect contribution to the 17 Sustainable Development Goals (SDGs) of the United Nations

Six major commitments aligned with the business model drive the Group’s strategy with respect to Corporate Responsibility:

1_ GHG: Greenhouse gas

The materiality analysis, which helps identify and prioritise the most relevant material and non-financial issues for the Company, was updated in 2023. With the entry into force of the Corporate Sustainability Reporting Directive (CSRD) with effect from 1 January 2024 (Order 2023-1142 of 6 December 2023 on the disclosure and certification of sustainability information), in-depth analysis is underway to define a new double materiality matrix encompassing both financial materiality and impact materiality. This entails a change of approach, with the new matrix determining both external (environmental and social) impacts on the Group’s performance and the business’s impact on its economic, social and natural environment.

Revenue
in millions of euros

Net profit attributable to the Group
in millions of euros and % of revenue

Free cash flow
in millions of euros

Operating profit on business activity
in millions of euros and % of revenue

Dividend in euros
per share

(*) Amount proposed at the General Meeting of 21 May 2024

Sopra Steria share price
over 5 years* compared to performance
of SBF 120 and CAC 40

(*) Rebased 100 at 2 January 2019 (Source: Euronext Paris)

Until 2 September 2014, the name of the Company was “Sopra Group”. As a result of the successful public exchange offer made by Sopra Group for the shares of Groupe Steria SCA (see press release dated 6 August 2014), the Board of Directors met on 3 September 2014, with Pierre Pasquier presiding, and recorded the entry into effect of several resolutions conditionally adopted at the General Meeting of 27 June 2014.

Among the consequences of the implementation of these resolutions was the change in the corporate name from “Sopra Group” to “Sopra Steria Group”.

Registered office: PAE Les Glaisins, Annecy-le-Vieux, 74940 Annecy – France. Phone: +33(0)4 50 33 30 30.

Executive Management: 6 avenue Kléber, 75116 Paris – France. Phone: +33(0)1 40 67 29 29.

Legal form: French société anonyme.

Company website: https://www.soprasteria.com

Date of incorporation: 5 January 1968, with a term of fifty years as from 25 January 1968, renewed at the General Meeting of 19 June 2012 for a subsequent term of ninety-nine years.

Country where the entity is incorporated: France

Country where registered office is located: France

Name of the parent company: Sopra Steria Group

Name of the controlling company: Sopra Steria Group

Principal entity: Sopra Steria Group

Corporate purpose: “The Company’s purpose is:

To engage, in France and elsewhere, in consulting, expertise, research and training with regard to corporate organisation and information processing, in computer analysis and programming and in the performance of customised work.

The design and creation of automation and management systems, including the purchase and assembly of components and equipment, and appropriate software.

The creation or acquisition of and the operation of other businesses or establishments of a similar type.

And, generally, all commercial or financial transactions, movable or immovable, directly or indirectly related to said corporate purpose or in partnership or in association with other companies or persons” (Article 2 of the Articles of Association).

Commercial registration: 326 820 065 RCS Annecy

Place where legal documents may be consulted: Registered office.

ISIN: FR0000050809

Legal Entity Identifier (LEI): 96950020QIOHAAK9V551

Financial year: From 1 January to 31 December of each year.

Explanation of the changes to the name of the entity presenting the financial statements after the end of the previous reporting period: N/A

Backed by our strong entrepreneurial culture and our sense of collective purpose, we work every day to deliver a range of solutions to our clients’ information systems, from consulting to systems integration. We aim to be the benchmark partner for large public authorities, financial and industrial operators, and strategic companies in the main countries where we operate. We focus on being relevant at all times and ensuring that our impact is a positive one, both for society and from a business perspective.

In 2023, the digital services market in Western Europe was worth an estimated $362 billion (1), up 7.1% (2). For 2024, Gartner predicts growth of 8.3% (at constant US dollars).

Three countries (the United Kingdom, Germany and France) account for 58% of IT services spending (1).

According to market research, in 2023 the market (1) grew by 6.5% (2) in France, 6.6% in Germany and 6.8% in the United Kingdom. For 2024, growth is expected to continue, amounting to 7.5% in France, 7.5% in Germany and 8.2% in the United Kingdom.

Gartner expects this trend to continue over the next few years, with market growth in Western Europe estimated at around 8% to 10% per year between 2024 and 2027.

In terms of business segments, according to Gartner, consulting was up 7.6% (2) in 2023 and implementation services grew by 6.8%. The Group’s other activities also experienced a year of growth: Outsourced infrastructure and cloud services were up 6.9%, with business process outsourcing up 7.2%.

For 2024, Gartner predicts growth of 10.4% in consulting, 7.0% in implementation services and 8.1% in outsourced infrastructure and cloud services. Business process outsourcing is expected to grow by 8.4%.

Furthermore, the IT services market remains fragmented despite some consolidation, with the leading player in the European market holding a 6% share. Against this backdrop, Sopra Steria is one of the 13 largest digital services companies operating in Europe (excluding software) with an average market share of just under 2%. In France (third in the market) and Norway (fourth in the market), the Group’s market share is over 5%. In the other major European countries, its market share is around 1%.

Sopra Steria’s main competitors in Europe are: Accenture, Atos, Capgemini, CGI, DXC and IBM, all of which are present worldwide. It also faces competition from Indian groups, chiefly in the United Kingdom (such as TCS, Cognizant, Wipro and Infosys), and local companies with a strong regional presence (Indra in Spain, Fujitsu in the United Kingdom, Tietoevry in Scandinavia, etc.).

Sopra Steria, a major actor in Europe’s consulting, digital services and solutions market, helps its clients drive their digital transformation and obtain tangible and sustainable benefits, thanks to one of the most comprehensive portfolios of offerings on the market, encompassing consulting and systems integration, industry- and technology-specific solutions, hybrid cloud and technology services, cybersecurity and business process services.

The Group provides end-to-end solutions to make large companies and organisations more competitive by combining in-depth knowledge of a wide range of business sectors and innovative technologies with a fully collaborative approach: from strategic analysis, programme definition and implementation, and IT infrastructure transformation and operation, to designing and implementing solutions and outsourcing business processes.

For Sopra Steria, helping clients succeed in their digital transformation means breaking down their strategic and business challenges into digital initiatives through an exclusive end-to-end offering. Thanks to very close relationships with its clients and its multi-disciplinary teams, the Group is able to continually innovate to guarantee that its offerings remain relevant to the strategic challenges of each of its vertical markets.

Sopra Steria’s teams are trained in new microservices platforms, DevOps and cloud computing. They are also adopting new methods of designing, delivering and embedding teams. Sopra Steria is therefore able to offer the two key ingredients for successful digital transformation: speed of execution and openness to external ecosystems.

Sopra Steria Group is also the preferred partner of Axway Software, whose exchange and digital enablement platforms play an important role in modernising information systems and opening them up to digital technology.

Sopra Steria is an independent Group whose founders and managers control 22.2% of its share capital and 33.7% of its theoretical voting rights. With 56,000 employees in nearly 30 countries, it pursues a strategy based on European key accounts.

Sopra Steria Next, the Group’s consulting brand, is a leading consulting firm. Sopra Steria Next has over 40 years’ experience in business and technological consultancy for large companies and public bodies, with nearly 4,000 consultants in France and Europe. Its aim is to accelerate the development and competitiveness of its clients by supporting them in their digital transformation while addressing their sustainability challenges in keeping with our clients’ Corporate Responsibility policies. This support involves understanding clients’ business issues using substantial sector-specific expertise, and then working to design transformation roadmaps (business processes, data architecture, change management, etc.) to make the most of new digital technologies such as data and AI. It involves supporting the IT departments of our clients, grasping their new challenges and assisting them with their overall transformation projects as well as the modernisation of their legacy systems.

Systems integration is Sopra Steria’s original core business and covers all aspects of the information system lifecycle and major transformation programmes. Sopra Steria is equipped to address the full range of its clients’ software asset needs:

Sopra Steria’s teams help their clients implement agile and industrial-scale projects. The Group undertakes to design and deliver systems in line with business requirements that are flexible and adapted to the new requirements of digital transformation as well as sector-specific regulatory constraints. This is made possible by working closely with the Sopra Steria Next teams.

In addition to standard information systems maintenance, Sopra Steria takes a continuous transformation approach to these systems to guarantee optimised operational efficiency for its clients, suited to changes in their business. The transformation approach includes a well-equipped and documented procedure making it possible to combine the issues involved in reducing the time to market with improved competitiveness and continuity of service.

Once the systems and technologies are implemented, the information system gives access to reliable, relevant and critical data and services, offering better analysis of user satisfaction and optimisation of business performance.

With the increasing number of diverse data sources relating to fundamental changes in use, data is more valuable to the company than ever. To increase the value of this data, Sopra Steria has developed specific know-how and expertise to manage the exponential growth in data volumes and associated skills (AI, data science, smart machines, automation, artificial intelligence) by integrating them into a global solution, securing the data regardless of its origin (mobile devices, smart objects, data privacy, the cloud, multimodal and multichannel systems, etc.) and using the data by means of contextualised algorithms, taking into account associated ethics.

The Group’s systems integration offering thus meets the challenges posed by both the obsolescence and modernisation of information systems, ensuring optimal flexibility and value creation.

CIMPA provides comprehensive expertise via its PLM offering, which covers all the various facets of PLM services:

• ■PLM strategy creation or optimisation;
• ■deployment of strategy-related tools, processes or methods;
• ■user training and support.

With over 30 years’ experience and a team of over 6,500 experts around the world, Sopra Steria is a partner of choice for a controlled, secure and responsible information system transformation. A leader in the hybridisation of information systems and a major player in digital transformation, we offer solutions tailored to our clients and backed by our Service Centres in Europe and India. Our expertise, which spans Hybrid Cloud management to the transformation of infrastructures and operational models, encompasses end-to-end consulting, transformation projects and outsourcing. We are committed to simplifying operations and strengthening the performance and resilience of information systems, while also enhancing business agility and transparency.

Our area of expertise covers two business lines that are essential to support information system transformation for our clients:

• ■our Dynamic Operations Platform facilitates alignment with client business lines, bringing together flexibility and the best in technology, agile business models and organisational structures to achieve optimum resilience, performance and innovation in IT systems;
• ■our Dynamic Support Experience offers fully user-centric support focused on the user’s business context. Our personalised approach helps them develop autonomy in managing their day-to-day challenges and increase their productivity.

Sopra Steria’s expertise in legacy applications, its close working relationship with its clients and its DNA as a sovereign and responsible company are all valuable elements that enable it to address the challenges faced by organisations.

With over 2,200 experts and several state-of-the-art cybersecurity centres in Europe and worldwide, Sopra Steria has an international reach as a European leader in protecting critical systems and sensitive information assets for major institutional and private clients.

We have developed a portfolio of services that enable our clients to address their strategic challenges as they face the threat of increasingly frequent and sophisticated attacks.

This range of services covers the entire cybersecurity value chain, from risk prevention and the safeguarding of sensitive information to detection and response:

• ■prevention: drawing up a cybersecurity strategy that is adapted to the risks of the business and complies with the regulations in force, and spreading a culture of security within the organisation;
• ■protection: ensuring the continuous monitoring of assets by securing multi-cloud and hybrid environments, end-to-end encryption of applications and sensitive data;
• ■detection and response: adopting an overall defence strategy that mobilises all stakeholders to work together (detection, response, cyber threat intelligence, investigation, vulnerability management, etc.) towards a shared goal – recognising attackers and countering cyberattacks.

With the acquisition of CS Group in 2023, Sopra Steria further enhanced its portfolio of sovereign solutions, including hardened operating systems, digital trust services and event correlation tools.

Lastly, we have developed specific offerings designed to address our clients’ current priority concerns: Crisis management and cyber resilience, cloud security and industrial security.

Sopra Steria’s business model based around value centres and products is designed to maximise the cyber value of the services delivered by the Group. It can be rolled out locally, through service centres (in France, nearshore in Poland and offshore in India) or in hybrid form, with a “follow-the-sun” capability to help our clients at all times.

Sopra Steria offers its business expertise to clients via packaged solutions in three areas: banks and other financial institutions via Sopra Banking Software, human resources via Sopra HR Software, and real estate owners and agents with its property management solutions. The Group offers its clients the most powerful solutions, in line with their objectives and representing the state of the art in terms of technology, know-how and expertise in each of these three areas.

Drawing on its technologies and the strength of its commitment, Sopra Banking Software, a wholly-owned subsidiary of the Group, supports its clients – financial institutions – all over the world on a daily basis.

Customer experience, operational excellence, cost control, compliance and risk reduction are among the key transformation priorities for:

• ■banks in Europe and Africa: from direct- and branch-based retail banks and private banks to microfinance companies, Islamic financial institutions and centralised payment or credit factories;
• ■financing and lending institutions around the world: serving individuals and companies, the automotive and capital goods sectors, as well as equipment and real estate leasing and even market financing.

With over 4,000 experts worldwide, Sopra Banking Software addresses its clients’ challenges across all geographies and in all business areas, covering issues such as communicating new offerings, the quality of customer relationships, production, accounting integration and regulatory reporting.

Sopra Banking Software offers two services: Sopra Banking Platform, intended to respond to banks’ day-to-day needs, and Sopra Financing Platform, which specialises in managing financing:

• ■Sopra Banking Platform is a banking processing platform that relies on an architecture of independent and pre-integrated business components. It makes it possible to manage all banking operations (deposits and savings, management of the loan lifecycle, payments, reporting) and offers innovative features in a digital and mobile environment.
• ■Sopra Financing Platform is a flexible, robust financing management platform able to deal with all types of financing tools within the framework of advanced process automation.

These solutions can be used either on-site at the client’s premises, on the cloud (public or private) or in SaaS mode.

An end-to-end provider, Sopra Banking Software offers solutions as well as consulting, implementation, maintenance and training services. This means that financial institutions are able to maintain their day-to-day operations while shifting towards greater innovation and agility, with the aim of securing sustainable growth. Through its market-leading solutions backed by more than 50 years of experience in its field, Sopra Banking Software is committed to working with its clients and staff to build the financial world of the future.

Sopra Steria Group also develops human resource management solutions via Sopra HR Software (a wholly-owned subsidiary of Sopra Steria). Sopra HR Software is present in 10 countries, providing comprehensive HR solutions perfectly suited to the needs of human resources departments. Sopra HR Software currently has a workforce of 2,000 people and manages the payrolls of 900 clients with over 12 million employees.

Sopra HR Software is a partner for successful digital transformation of companies and anticipates new generations of HR solutions.

The solutions offered by Sopra HR Software are based on the most innovative business practices and cover a wide range of functions, including core HR, payroll, time and activity tracking, talent management, employee experience and HR analytics. The offering is based on two product lines, HR Access® and Pléiades®, aimed at large and medium-sized public or private organisations in any sector and of varying organisational complexity, irrespective of their location. In response to new hybrid working patterns, the new generation of Sopra HR 4YOU solutions offers a fully digital HR space that helps businesses stay closely connected with their employees and optimise HR performance and the quality of HR services.

Within Sopra HR Lab, Sopra HR anticipates the emergence of innovative HR solutions.

Sopra HR Software, a comprehensive service provider, offers a number of services linked to its solution offering and its HR ecosystem. Sopra HR Software supports its clients throughout their projects, from consulting through to implementation, including staff training, maintenance and business process services (BPS).

Sopra HR Software implements its own solutions either on-premise or in the cloud and also offers a wide range of managed services.

Sopra Real Estate Software is the leading developer, distributor, integrator, and service manager of property management software in France. Sopra Steria offers major public and private sector real estate players (institutional investors, social housing operators, property management firms, property managers and major users) comprehensive business software solutions providing a huge range of functionality.

Sopra Real Estate Software’s 650 real estate experts help our 400 clients realise their digital transformation so as to boost their return on assets, optimise practices and strengthen relationships with tenants and service providers.

Sopra Real Estate Software also offers a technical real estate asset management solution that is particularly well suited to helping our clients better understand their assets and manage their energy performance.

From property management to building information management, we offer a range of solutions built around providing digital real estate services to tenants and partners.

Sopra Real Estate Software supports its clients with an end-to-end service offering based on its solutions, from consulting to integration and managed services.

Sopra Steria offers a full range of business process services (BPS) solutions: consulting for the identification of target operating models, development of transition and transformation plans, and managed services. The Group delivers innovation with purpose, combining its longstanding experience in BPS and end-to-end digital expertise – including next-generation technologies such as artificial intelligence (AI), robotics, and natural language processing (NLP).

Sopra Steria manages two of Europe’s largest shared services organisations: Shared Services Connected Limited (SSCL) and NHS Shared Business Services (NHS SBS). SSCL was formed originally as a joint venture between Sopra Steria and the UK Cabinet Office in 2013, and became a wholly owned subsidiary of Sopra Steria in Q4 2023. NHS Shared Business Services is a joint venture between Sopra Steria and the Department for Health and Social Care that provides support services to NHS trusts and UK health bodies. Together with these shared-service powerhouses, Sopra Steria provides a full range of business support services to major government departments, the police and UK government agencies.

The Group’s BPS offering goes hand in hand with digital transformation and a host of high-potential next-generation technologies. Sopra Steria is at the forefront of utilising AI technology to revolutionise how its customers’ business operations and user experiences are delivered. In 2023 we were successful at NS&I Bank in winning two major contracts to deploy AI to transform and manage all aspects of business and citizen contact to meet the demands of an increasingly demanding customer base. At the UK’s Home Office Border Force, the Group’s subsidiary SSCL won a recruitment management contract that will see it using AI to transform the candidate experience and recruitment outcomes. Whether through AI, robotics, chatbots or natural language processing, the Group streamlines the execution of processes, empowering workforces and driving new approaches for its clients every day through the application of cutting-edge digital solutions.

Sopra Steria is a trusted integrator, bringing together its own platforms with offerings from a dynamic network of global BPS partners, and, through its open innovation expertise, the niche, highly coveted capabilities of startups and SMEs to deliver best-in-class solutions to its customers.

To deliver sustainable transformation, the Group puts people before processes and tools. Sopra Steria’s change management experts work alongside clients to help engage their workforce as co-beneficiaries of transformation. The Group’s ability to approach change from a human and business perspective allows it to support our clients wherever their digital journey takes them, driving purposeful, future-proof business outcomes.

Sopra Steria’s ambition is to be a European leader in digital transformation. Its high value-added solutions, delivered by applying an end-to-end approach to transformation, enable its clients to make the best use of digital technology to innovate, transform their models (business as well as operating models), and optimise their performance.

The Group’s aim is to be the benchmark partner for large public authorities, financial and industrial operators and strategic companies in the main countries in which it operates.

To achieve this aim, Sopra Steria continues to strengthen its key competitive advantages:

• ■leading positions in priority verticals (Financial Services, Aerospace, Defence & Security, Public Sector);
• ■very close relationships with its clients, thanks to its roots in the regions where it operates and its ability to meet core business requirements;
• ■a strong European footprint with numerous locations in many of the region’s countries which, when combined with these close relationships, raises its profile among large public authorities and strategic companies throughout Europe as a trusted and preferred partner for all projects involving digital sovereignty;
• ■business software solutions which, when combined with the Group’s full range of services, make its offering unique.

Lastly, the Group’s mission statement – formally adopted in 2019 – reflects both its values and its desire to help meet the Sustainable Development Goals of the Company and its stakeholders: “Together, building a positive future by making digital work for people.”

Cyril Malargé, Chief Executive Officer of Sopra Steria Group, commented:

“Thanks to the commitment of our 56,000 employees, who work hard every day to advance their clients’ digital transformation, Sopra Steria performed very well in financial year 2023. I’d like to commend all our teams on the results they achieved.

We comfortably achieved the financial targets we had set for ourselves.

We made significant headway with a range of transformative initiatives: developing our Consulting business, shifting our technology solutions further up the value chain, gradually adjusting our operating model, reinforcing our human resources policy and boosting our operational efficiency. We plan to keep scaling up our efforts in these areas over the coming quarters.

In the first half of 2023, we launched rAIse®: a large-scale programme to embrace generative AI, which will feed into everything our business consulting teams do, our internal development tools and our partnership strategy.

With the acquisition of CS Group, we have considerably strengthened our positions in Defence & Security and established a presence in the Space segment, which has substantial growth potential. The purchases of Tobania and Ordina have given us a key presence in the Benelux market, with over 4,000 employees and around €700 million in revenue over the full year.

Lastly, I’m very proud to share that Sopra Steria has once again made the CDP(6) A List – recognising the world’s most transparent and most proactive companies in the fight against climate change – for the 7th year in a row.

Our priorities for 2024 are clear: successfully integrate the companies we have acquired, execute the recently announced plan to dispose of our banking software activities, speed up our internal transformation initiatives and boost our performance."

Consolidated revenue totalled €5,805.3 million, an increase of 13.8%. Changes in scope had a positive impact of €420.6 million, and currency fluctuations had a negative impact of €74 million. At constant exchange rates and scope of consolidation, revenue growth was 6.6%.

Operating profit on business activity came to €548.2 million, up 21.0% relative to 2022. The operating margin on business activity increased by 0.5 points to 9.4% (8.9% in 2022).

The France reporting unit (41% of the Group total), revenue grew sharply (16.9%) to €2,384.3 million. CS Group was consolidated in Sopra Steria’s accounts for ten months and contributed €257.4 million in revenue, posting 10.2% growth. Excluding changes in scope, organic growth came to 5.0%. Growth continued – albeit at a slower pace – in the fourth quarter, with organic growth running at 2.3%. The year’s best‑performing vertical markets overall were defence, aerospace and transport. The operating margin on business activity came to 9.6% (10.0% in 2022). As expected, the consolidation of CS Group had a dilutive effect on the operating margin on business activity for the financial year. The benefits of operational synergies are expected to show up from 2024.

Revenue for the United Kingdom (16% of the Group total) was €940.9 million, representing organic growth of 7.7%, driven by the aerospace, defence and security sector, which posted growth of 23.1%, as well as by NHS SBS and SSCL, the two business process services platforms for the public sector, which posted growth of 9.7% and 15.3%, respectively. The private sector posted full-year growth of 2.4%. The reporting unit’s operating margin on business activity improved by 0.5 points to 11.0%.

The Other Europe reporting unit (30% of the Group total) posted organic revenue growth of 18.6% to €1,746.9 million. At constant scope and exchange rates, revenue grew 8.8%. The fastest growth was seen in Scandinavia and Spain, which both posted double-digit growth. Following the consolidation of Ordina in the final quarter of 2023, Benelux contributed €309.7 million to full-year revenue, representing organic growth of 5.3%. The reporting unit’s overall operating margin on business activity was 8.7%, up 2.5 points from 2022 (6.2%).

Revenue for Sopra Banking Software (8% of the Group total) came to €445.1 million, representing organic growth of 4.8%, driven in particular by the digital solutions offered by Sopra Banking Platform and Sopra Financing Platform. This resulted in a 9.8% increase in subscription revenue. Software revenue was up 4.2% while services revenue grew 5.8%. The operating margin on business activity came to 5.4%, as anticipated, equating to a moderate decline from 6.5% in 2022.

The Other Solutions reporting unit (5% of the Group total) posted revenue of €288.2 million, representing organic growth of 5.9%. The Human Resources Solutions business grew by 6.7%. Property Management Solutions posted a 4.1% increase in revenue. The operating margin on business activity grew 0.7 points to 13.7% (13.0% in 2022). 

• ■At 6:15 pm on 21 February 2024 – Sopra Steria announced the plan to sell to Axway Software most of Sopra Banking Software’s activities, which generate around €340 million in revenue, for an enterprise value of €330 million. Concurrently, the plan is to sell to Sopra GMT 3.619 million Axway shares previously held by Sopra Steria. The price tag for the sale will be €95.9 million or €26.5 per share.
  Sopra Steria’s business model is focused on independence and sustainable value creation for its stakeholders. As such, the Group is clarifying its strategy with the announcement of the plan to dispose of its banking software activities.
• The objective is to complete these transactions by the end of the second quarter of 2024 or during the third at the latest. These transactions will be subject to the requisite regulatory approvals, including a decision by the AMF not requiring a public offer to be filed, and the AMF’s approval of the prospectus to be filed by Axway in connection with its rights issue.

No other subsequent events occurred after the end of financial year 2023.

Sopra Steria Group’s governance consists of a Board of Directors, Chairman and Chief Executive Officer.

The organisation is supported by a permanent operational and functional structure as well as temporary structures for the management of particular deals and projects.

Sopra GMT, the holding company that takes an active role in managing the Group, takes part in conducting Group operations through:

• ■its presence on the Board of Directors and the three Board committees;
• ■a tripartite assistance agreement entered into with Sopra Steria and Axway, concerning services relating to strategic decision-making, coordination of general policy between Sopra Steria and Axway, and the development of synergies between these two companies, as well as consulting and assistance services, particularly with respect to finance and control.

The Group’s permanent structure is composed of four operational tiers and their associated functional structures.

Cyril Malargé has served as Chief Executive Officer since 1 March 2022.

The Executive Committee (ExCom) is led by the Chief Executive Officer and consists of the heads of the main operating and functional entities.

The 18 members of Sopra Steria Group’s Executive Committee supervise the Group’s organisation, management system, major contracts and support functions and entities. The Executive Committee is involved in the Group’s strategic planning and implementation. Three of its members are women.

• ■Cyril Malargé, Chief Executive Officer
• ■Laurent Giovachini, Deputy Chief Executive Officer, Defence & Security
• ■Éric Pasquier, Strategy, Software and Solutions
• ■Fabrice Asvazadourian, Sopra Steria Next
• ■Yvane Bernard-Hulin, Legal
• ■Éric Bierry, Sopra Banking Software
• ■Pierre-Yves Commanay, Continental Europe
• ■Dominique Lapère, Industrial Approach
• ■Axelle Lemaire, Corporate Responsibility
• ■Béatrice Mandine, Communications
• ■Jo Maes, Benelux
• ■Louis-Maxime Nègre, Human Resources
• ■John Neilson, United Kingdom
• ■Xavier Pecquet, Key Accounts and Partnerships, Aeroline
• ■Kjell Rusti, Scandinavia
• ■Mohammed Sijelmassi, Technology
• ■Étienne du Vignaux, Finance
• ■Grégory Wintrebert, France

The Group Management Committee consists of the members of the Group Executive Committee, together with 44 operational directors and functional directors. Nine of the Group Management Committee’s members are women.

These are the main operating entities. Their scope corresponds to one of the following:

• ■a specific line of business (consulting and systems integration, development of business solutions, infrastructure management and cloud services, cybersecurity services and business process services);
• ■geographic area (country).

These entities are managed by their own Management Committee, comprising in particular the Director and management of Tier 3 entities.

Each country or subsidiary is made up of divisions based on two criteria:

• ■vertical market;
• ■geographic area (region).

Each division is made up of business units, which are the organisation’s primary building blocks. They operate as profit centres and enjoy genuine autonomy. They have responsibility for their human resources, budget and profit and loss account. Management meetings focusing on sales and marketing strategy and human resources are held weekly, and the operating accounts and budget are reviewed on a monthly basis.

The diagram below illustrates the four main tiers of the ongoing structure:

The operational organisation is strengthened by operational support entities responsible for managing major transformations:

• ■the Key Accounts and Partnerships Department (DGCP), responsible for promoting the Key Accounts policy and developing relations with partners. The role of this department is to coordinate the commercial and production approaches for our major clients, particularly when different entities are involved;
• ■the Digital Transformation Office (DTO), responsible for designing and managing the Group’s digital transformation. It also manages the Group’s innovation approach;
• ■the Industrial Department, responsible for industrialising working methods and organising subcontracting on X-shore platforms. It also checks that projects are properly executed.

The Group’s functional divisions are the Human Resources Department, the Communications and Marketing Department, the Corporate Responsibility and Sustainable Development Department, the Internal Control Department, the Finance Department, the Legal Department, the Real Estate Department, the Purchasing Department, and the Information Systems Department.

These centralised functions ensure Group-wide consistency. Functional managers transmit and ensure commitment to the Group’s core values, serve the operational entities and report directly to Executive Management.

The Group’s functional structures standardise management rules (information system resources, IT systems, financial reporting, etc.) and monitor the application of strategies and rules. In this manner, they contribute to overall supervision and enable the operational entities to focus on business operations.

Sopra Steria manages complex and large-scale programmes and projects in a market where delivery commitments are increasing and becoming globalised. The Group has an increasingly wide range of skills to support multi-site projects that generate strong gains in productivity with delivery models that guarantee clients an optimal cost structure.

Sopra Steria applies an industrial production approach, supported by five levers:

• ■production culture: passing on know-how and expertise in the field;
• ■choice of personnel: human resources are central to the approach, providing training, support and improved skills for each employee;
• ■organisation: the Industrial Department and its representatives in the business units control production quality and performance, identify and manage risks, support project managers and roll out industrialised production processes;
• ■state-of-the-art industrial-scale foundation: the Delivery Rule Book (DRB), the Digital Enablement Platform (DEP) and the Quality System across the Group’s various entities;
• ■global delivery model: rationalising production by pooling resources and expertise within service centres, with services located based on the needs of each client (local services and skill centres in various entities, shared service centres nearshore in Spain and Poland, and offshore shared service centres in India).

Within the Group, risk management plays an integral part in business management processes at all levels, from project units to the corporate level. Risks are first managed at a local level, in areas where they are likely to occur, before being considered on a global basis, in cases where they are managed at Group level, depending on the Group’s ability to take corrective action or to accept them. In any event, the level of risk must remain consistent with the Group’s plans, support its position and help it to achieve its medium-term growth objectives. Taking risks that potentially extend beyond the control of the entity concerned requires approval from a higher level. For example, in the case of business opportunities, local management must seek the Group’s opinion and support if the amounts involved, the lack of sufficient resources, the scale of the investment, the maturity and organisational framework of the client and/or changes to the business model are likely to have repercussions on the Group’s performance and/or reputation. The engineering methodologies used by the Group’s business lines are predicated on the risk-based approach, helping disseminate this culture of risk management.

Risks are therefore identified and the implementation of associated mitigation plans assessed and monitored on an ongoing basis by the various operational and functional units via the risk management system. This system, a pillar of the Group’s risk management system, is based on regular weekly, monthly and annual cycles that are followed at every level of the organisation, corresponding to monthly, annual and multi-year planning horizons (see description in Section 3.3.2 of this chapter, page 48). These cycles help the Group maintain an overall view that takes into account opportunities and risks at every level (strategy, market, operations, social, compliance, etc.). They are synchronised so as to facilitate higher-level consolidation.

Every year, when the annual cycles take place, information gathered at Group level is used to update the general mapping of risks. This exercise, coordinated by the Internal Control Department, consists of identifying the risks that could limit Sopra Steria’s ability to achieve its objectives and complete its corporate plan, as well as assessing their likelihood of occurrence and their impact.

Risks are assessed on a scale of four levels: low, medium, high, very high, in terms of likelihood; and minor, moderate, major, severe for impact. In terms of impact, several aspects are taken into account: the financial impact on operating profit, the level of operational disruption and the extent of reputational repercussions. As of this financial year, the time frame used is three years, instead of five years as was previously the case.

This analysis is based on contributors’ expertise, analysis of historical and forecast data and monitoring of changes in the external environment. The Group’s main operational and functional managers are involved through individual interviews and group validation workshops. The results are discussed in detail by the Group Executive Committee and then presented by the Internal Control Department to the Audit Committee of the Board of Directors.

The risk mapping covers all internal and external risks and includes both financial and non-financial issues. Non-financial risks are handled in the same way as other risks. Specific mapping for corruption and influence-peddling risks and risks relating to duty of vigilance are used in this general risk mapping.

The most significant risks specific to Sopra Steria are set out below by category and in decreasing order of criticality (based on the crossover between likelihood of occurrence and the estimated extent of their impact), taking account of mitigation measures implemented. As such, this presentation of residual risks is not intended to show all Sopra Steria’s risks. The assessment of this order of materiality may be changed at any time, in particular due to the appearance of new external factors, changes in operations or a change in the effects of risk management measures.

For each risk, a description is provided explaining in what ways it could affect Sopra Steria as well as the key risk management measures put in place, such as specific governance, policies, procedures, checks and action plans.

The Group’s insurance policy is closely linked to its risk prevention and management practices, in order to ensure coverage for its major risks. The Group’s Legal Department is responsible for the centralised management of its insurance programme.

The aim of Sopra Steria Group’s international insurance programmes is to provide, in compliance with local regulations, uniform and adapted coverage of the risks facing the company and its employees for all Group entities at reasonable and optimised terms. With this in mind, the Company set up its own captive reinsurance company in late 2021.

The scope and coverage limits of these various insurance programmes are reassessed annually in light of changes in the size of Sopra Steria Group, developments in its business activities as well as changes in the insurance market and based on the results of the most recent risk mapping exercise. The insurance programmes provide sufficient coverage for risks with high financial stakes.

All Group companies are insured with leading insurance companies for all major risks that could have a material impact on its operations, business results or financial position. Companies acquired during 2023 have been included in these programmes.

The most significant insurance programmes are:

• ■premises and operations liability and professional indemnity insurance:
  • ●this programme covers all of the Group’s companies for monetary consequences arising as a result of their civil and professional liability in connection with their activities, due to bodily injury, material or non-material damage caused to its clients and third parties;
• ■property damage and business interruption insurance:
  • ●this programme covers all of the Group’s sites for the direct material damage to property they may suffer as well as any consequential losses in the event of reduced business activity or business interruption occasioned by the occurrence of an insured event.

Other insurance programmes have also been put in place to cover, among other things, cyber risks, fraud, employer liability and civil liability of senior executives, company officers and employees on business trips.

This section of the report outlines Sopra Steria’s internal control and risk management systems. These systems are based on the reference framework issued by the AMF. A specific subsection addresses the preparation of accounting and financial information.

The management control system is one of the fundamental components of internal control at Sopra Steria Group. It supports risk management and the internal dissemination of information as well as the various reporting procedures and the implementation of controls.

In order to address the identified risks presented in the preceding chapter, Sopra Steria has adopted a governance approach as well as a set of rules, policies, procedures and checks together constituting its internal control and risk management system.

In accordance with the AMF reference framework, the internal control and risk management system, which is under the responsibility of the Group’s Chief Executive Officer, is designed to provide reasonable assurance regarding the achievement of objectives in the following categories:

• ■compliance with laws and regulations;
• ■implementation of instructions, guidelines and rules set forth by Executive Management;
• ■proper functioning of the Company’s internal processes, particularly those intended to safeguard its assets;
• ■quality and reliability of financial and accounting information.

The risk management system is designed to identify, analyse and manage the Company’s main risks.

More generally, the Group’s internal control and risk management system contributes to the control of its business activities, the effectiveness of its operations and the efficient use of its resources.

This system is updated on a regular basis, in application of a continuous improvement process, in order to best measure the level of risk to which the Group is exposed as well as the effectiveness of the action plans put in place to mitigate risks.

Nevertheless, the internal control and risk management system cannot provide an absolute guarantee that the Company’s objectives will be achieved and that all risks will be eliminated.

The Sopra Steria Group refers to the reference framework issued by the Autorité des Marchés Financiers (AMF, the French securities regulator).

By keeping the number of legal entities, and therefore accounting entities, relatively low, the Group can drive reductions in operating costs and minimise risks.

The activities of Sopra Steria’s accounting and finance function are overseen by the Group’s Finance Department, which reports directly to Executive Management.

The responsibilities of the Group Finance Department mainly include the production of the accounts, financial controlling, tax issues, financing and cash management, and participation in financial communications.

Each subsidiary has its own finance team that reports functionally to the Group’s Finance Department.

The Finance Department reports to the Group’s Executive Management. As with all other Group entities, it follows the management reporting and controlling cycle described above: weekly meetings to address current business activities, monthly and quarterly meetings devoted to a detailed examination of figures (actual and forecast), the organisation of the function and the monitoring of large-scale projects.

Executive Management is involved in the planning and supervision process as well as in preparing the period close.

The Board of Directors is responsible for the oversight of accounting and financial information. It reviews and approves for publication the interim and annual financial statements. It is supported by the Audit Committee, as described in Section 1.3.3, “Committees of the Board of Directors” of Chapter 3, “Corporate governance” of this Universal Registration Document (pages 84 to 87).

The configuration and maintenance of the accounting and financial information system are centralised at Group level. Central teams manage access permissions, and update them at least once a year. The granting of these permissions is validated by Finance teams at the subsidiaries.

All Group companies prepare, at a minimum, complete quarterly financial statements on which the Group bases its published quarterly revenue figures and interim financial statements.

Monthly cash flow forecasts for the entire year are regularly prepared for all companies and consolidated at Group level.

The accounting policies applied within the Group are presented in the notes to the consolidated financial statements in this document. At each balance sheet date, the Audit Committee ensures that these policies and presentation have been applied by the Finance Department and the Statutory Auditors.

The proper use of the percentage-of-completion method to value ongoing projects is monitored on a permanent basis jointly by the Industrial Department and by the Finance Department (Financial Controllers).

This chapter describes the organisation and operation of governance as well as the compensation policy for company officers and its application during financial year 2023. It lists and explains any points of divergence from or partial compliance with the recommendations of the AFEP-MEDEF Code. (1)

On 19 June 2012, the Board of Directors decided to separate the roles of Chairman and Chief Executive Officer. It confirmed this decision in 2018 and 2021. It believes that this separation of roles remains the best way of addressing the Group’s strategic and operational priorities. Given the close relationship between the Chairman of the Board of Directors and the Chief Executive Officer, there is close collaboration and an ongoing dialogue between them. In summary, the current framework contributes to fluid and flexible governance arrangements. It means that the Group is able to act as quickly as needed and ensures decisions are taken with due care, while taking into account strategic priorities.

The Chairman is tasked with managing strategy, while the Chief Executive Officer is responsible for operations.

The Chairman:

• ■guides the implementation of the Group’s strategy and all related matters, including mergers and acquisitions;
• ■assists Executive Management with the transformation of the Group;
• ■oversees investor relations and manages the Board’s relations with shareholders.

The Chief Executive Officer:

• ■works with the Chairman to formulate strategy;
• ■supervises the implementation of decisions adopted;
• ■ensures the operational management of all Group entities.

The Nomination, Governance, Ethics and Corporate Responsibility Committee conducts an annual review of the succession plan for the Chairman of the Board of Directors and the Chief Executive Officer so any unforeseen vacancies can be dealt with appropriately. As part of this process, it meets with the Chairman of the Board of Directors. It makes sure the plan covers existing requirements and the Group’s culture. It assesses the relevance of the proposed changes. It approves the actions laid down in the short- to medium-term plan.

Pierre Pasquier is currently serving as Chairman of the Board of Directors.

The Chairman of the Board of Directors carried out activities on a full-time basis throughout the year. This involved steering the work of the Board and other assignments entrusted to him.

The Chairman’s assignments include the governance of strategy, acquisitions and the Board of Director’s shareholder relations. He is involved in several key areas that will shape the Group’s future and transformation (HR, digital and industrial transformation; key organisational and operating principles; employee share ownership; promotion of Group values and compliance). These matters were approved by the Chief Executive Officer at the beginning of the year.

The Chairman is responsible for maintaining balance between the Group’s various stakeholders: shareholders, employees and the community. He ensures that the social and environmental implications of the Group’s business activities are suitably taken into account.

In crisis situations, the ability to rank priorities, uphold the Group’s values, and consider its options from a longer-term perspective thanks to the commitment provided by the core shareholder is absolutely critical.

The various matters placed under the Chairman’s responsibility require a perfect knowledge of operational realities. Close relations with the Chief Executive Officer and the Executive Committee foster information flows between them. It facilitates effective coordination on: 

• ■decisions required for the delivery of the medium-term strategic plan;
• ■monitoring of the implementation of such decisions over the long term.

The separation of the roles of Chairman and CEO is based on:

• ■the roles defined in the internal rules and regulations of the Board of Directors;
• ■compliance with the respective prerogative powers of the Chairman and the Chief Executive Officer;
• ■a trust-based relationship established over the long term;
• ■a very good fit between the holders of the two positions.

In carrying out all of his assignments, the Chairman seeks out advice from former executives and may draw on certain resources across the Group. He is supported by a permanent team at Sopra GMT, the holding company that manages and controls the Group.

Of the four Sopra GMT employees, three of them have spent much of their careers with Sopra Steria Group. This team therefore has knowledge of the Group, its main managers and its organisational structure that an external service provider could not have. Its position within Sopra GMT means this team has an outside perspective and greater independence. These resources enhance the Board of Directors’ ability to oversee the smooth running of the Company.

The team was initially formed when Axway Software was spun off. It performs duties for Sopra Steria Group and Axway Software, in which Sopra Steria Group holds an ownership of approximately 32%. Sopra GMT provides both companies with its support and ensures synergies and best practices are implemented.

The members of this team carry out duties not undertaken by Sopra Steria Group: oversight of acquisitions, corporate secretarial affairs for the Board of Directors and its Committees. They may also assist the Sopra Steria Group’s functional divisions. They are also active participants in various steering committees (acquisitions, corporate responsibility, internal control, internal audit, employee share ownership). They may join working groups tackling key issues for the Company. They provide the benefit of their technical expertise and an independent opinion.

The costs rebilled by Sopra GMT comprise the portion of payroll and related personnel costs allocated to the assignments performed for Sopra Steria Group. They also comprise, under the same conditions, any external expenses incurred by Sopra GMT (such as specialised advisors’ fees). As such, this organisational method does not increase the expenses borne by Sopra Steria Group. If the assignments handled by Sopra GMT’s employees were not entrusted to them, they would need to be reallocated within Sopra Steria Group.

Pierre Pasquier’s compensation at Sopra GMT reflects his oversight of the assignments performed by the Sopra GMT team for Sopra Steria Group and Axway Software. It is not rebilled to these two companies.

Sopra Steria Group charges Sopra GMT fees for providing premises, IT resources, and assistance from the Group’s functional divisions as well as provision of appropriate expertise for Sopra GMT’s assignments.

The work performed by this team and the principle for the rebilling to the Company of the costs incurred are covered in a framework agreement for assistance. The General Meeting approved the implementation of this related-party agreement. The Board of Directors reviews it annually.

Around 85% of Sopra GMT’s total operating expenses are rebilled. The remaining 15% comprises the expenses arising from Sopra GMT’s own internal operations. Expenses are rebilled on a cost-plus basis including a 7% margin. By definition, Sopra GMT generally records a small operating loss. The annual breakdown varies according to the respective needs of Sopra Steria Group and Axway Software. On average, since 2011, two thirds of the rebilling have concerned Sopra Steria Group.

Sopra Steria Group recorded the following income and expenses under this agreement in 2023:

• ■expenses: €1,874 thousand;
• ■income: €165 thousand.

The Board of Directors reviewed the implementation of this agreement at its meeting on 25 January 2023. It unanimously agreed to maintain the previously granted authorisation for the current financial year. The members of the Board of Directors associated with Sopra GMT (Pierre Pasquier, Eric Pasquier, Kathleen Clark) did not take part in the discussion or vote on this decision and all other directors were present.

Cyril Malargé has served as Chief Executive Officer since 1 March 2022.

Cyril Malargé has been with the Company for almost 20 years. He first served as Managing Director of the France reporting unit. For the 18 months prior to his appointment as Chief Executive Officer, Cyril Malargé also served as the Group’s Chief Operating Officer. He has been a member of the Executive Committee since 2015.

The Chief Executive Officer has authority over the entire Group. He directs, administers and coordinates all of its activities. To this end, he is supported by Executive Management, the Executive Committee and the Management Committee. These Committees comprise the Chief Executive Officer, Deputy Chief Executive Officer and other key operational and functional managers from Sopra Steria Group and its subsidiaries.

The Chief Executive Officer has the broadest possible powers to act in all circumstances in the name of Sopra Steria Group SA, the parent company of Sopra Steria Group. He/she represents the Company in its dealings with third parties.

Certain decisions relating to strategy implementation and internal organisation require prior approval by the Board of Directors or its Chairman. Decisions “that are highly strategic in nature or that are likely to have a significant impact on the financial position or commitments of the Company or any of its subsidiaries” are defined in the internal rules and regulations of the Board of Directors (see Chapter 8, “Additional information” of this Universal Registration Document, pages 330 to 336).

Éric Hayat Conseil is a company controlled by Éric Hayat, a Director of Sopra Steria Group.

This agreement relates to the provision to Executive Management of consulting and assistance services. These services are provided in connection with strategic deals connected with business development among other areas. They are charged at a per diem rate of €2,500 (excluding taxes). The duties performed under this agreement are distinct from those performed by virtue of Éric Hayat’s directorship. For example, this may involve but is not limited to the following, in consultation with the Group’s operational managers:

• ■taking part in top-level market meetings;
• ■maintaining contacts with civil society;
• ■taking part in high-level meetings with certain key clients in France and abroad;
• ■preparing for and participating in delegations of corporate executives to priority countries for the Group.

This enables the Company to benefit from the experience and knowledge of the Group gained by Éric Hayat throughout his career. This knowledge extends to its environment and some of its major clients. Éric Hayat was a co-founder of Steria. He also previously chaired the digital sector employers’ organisation and subsequently the broader “Fédération Syntec”, and is a former member of MEDEF’s Executive Committee. His skills and experience are thus particularly well suited to the responsibilities entrusted to him, which mainly relate to major business opportunities.

This means that the number of Directors on the Board that are directly involved in addressing the Group’s priorities in terms of strategic and commercial positioning is increased, thus enriching the Board’s debates. Éric Hayat, in his capacity as a member of the Compensation Committee and the Nomination, Governance, Ethics and Corporate Responsibility Committee, provides these committees with the benefit of the knowledge of the Group’s operational managers accumulated and maintained in the course of these assignments. Lastly, he has access to information channels within the Company that are helpful for feeding information back to the Board of Directors and its Committees.

Sopra Steria Group recorded expenses under this agreement in 2023.

• ■expenses: €175 thousand.

The Board of Directors reviewed the implementation of this agreement at its meeting on 25 January 2023. It unanimously agreed to maintain the previously granted authorisation for the current financial year. The Director affected by this decision - Éric Hayat - did not take part in either the discussion or the vote, and all other directors were present.

While paying particular attention to the stability of the principles used to determine and structure compensation for executive company officers, the Board of Directors re-examines their compensation packages on an annual basis to verify their fit with the Group’s requirements. In particular, the Board checks that compensation policy:

• ■continues to be in keeping with the Company’s best interests;
• ■contributes to the Company’s long-term success, takes into account its social and environmental priorities;
• ■is in keeping with the Company’s business strategy.

The Board also checks that compensation policy complies with the recommendations laid down in the AFEP-MEDEF Code. To this end, it is supported by the Compensation Committee, which helps it prepare its decisions in this area.

The Board of Directors considers that applying the compensation recommendations laid down in the AFEP-MEDEF Code of Corporate Governance protects the Company’s interests and encourages executives’ contribution to business strategy and the Company’s long-term success.

The Compensation Committee usually meets three to five times between October and February to help the Board prepare its decisions.

The Board of Directors generally discusses the strategic approach over the same period; this discussion has taken into account social and environmental issues associated with the Company’s business. For the past several years, the Group has been pursuing an independent, value-creating plan that combines growth and profitability. Priorities are adjusted each year based on the current state assessment undertaken at the end of the previous year.

The Committee reviews the current compensation policy applicable to company officers. It is then informed of estimates of how far the Chief Executive Officer has achieved their targets. These forecasts are refined in the course of the Committee’s various meetings. At the beginning of the year, the Compensation Committee determines the extent to which quantifiable targets set for the previous financial year have been achieved. It assesses the extent to which qualitative targets have been met. To this end, it meets with the Chairman of the Board of Directors and familiarises itself with any information that might be used in this assessment.

The Committee also takes into consideration the Group’s compensation policy and decisions on fixed and variable compensation payable to the members of the Group Executive Committee. It takes into account comparisons with other companies made available to it. However, sector consolidation has significantly reduced the number of companies allowing for a direct and relevant comparison.

The Committee also considers ways in which employees may be given a stake in the Company’s financial performance. It assesses the suitability of share ownership plans for all employees and long-term incentive plans for managers of the Company and its subsidiaries. The Board of Directors considers that employee and executive share ownership makes a lasting contribution to the Company’s priority focus on independence and value creation. It provides extra motivation and ensures that employees’ and executives’ interests are fully aligned with those of the Company’s shareholders.

The Board of Directors has not, to date, fixed the number of shares that must be held and registered in the name of the Chairman of the Board of Directors who co-founded the Company. Shares held directly or indirectly through Sopra GMT by the Chairman in a personal capacity or by the Chairman’s family group make up more than 10% of the Company’s share capital.

The Board of Directors has laid down two obligations for the Chief Executive Officer :

• ■to retain 50% of the performance shares actually awarded to him during his term of office;
• ■to raise the value of shares he holds in the company to the equivalent of 50% of his annual fixed compensation by 2026.

When the Board of Directors reviews the budget for the current financial year, the Company’s quantitative targets are a known quantity. The Compensation Committee takes them into account when determining the Chief Executive Officer’s quantitative targets for the financial year. It holds a further meeting with the Chairman of the Board of Directors to discuss potential qualitative targets.

The Compensation Committee then presents its recommendations to the Board of Directors, which deliberates without the interested parties in attendance. These recommendations relate to the Chief Executive Officer’s variable compensation for the previous financial year, fixed compensation payable to the Chairman of the Board of Directors, and the Chief Executive Officer’s fixed and variable compensation for the current financial year. The Committee also presents its observations on how compensation is apportioned among the Directors and any proposed adjustments. The total amount of the compensation referred to in Article L. 225-45 of the French Commercial Code subject to approval by the shareholders is agreed when the Board of Directors meets to prepare for the General Meeting of Shareholders.

As regards variable compensation, the Compensation Committee proposes the quantifiable criteria to be taken into account together with any qualitative criteria, as the case may be. It makes certain that the criteria adopted are mainly quantifiable and that criteria are precisely defined. As regards quantifiable criteria, it generally determines:

• ■a threshold below which variable compensation is not paid;
• ■a target level at which 100% of compensation linked to the criterion in question becomes payable; and
• ■where applicable, an upper limit if there is the possibility that a target may be exceeded.

Performance is assessed by comparing actual performance with the target broken down into thresholds and targets, as the case may be. This assessment is carried out without compensation between targets. Where, by exception, compensation may exceed the target level, the extent to which it may do so is capped.

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 quantitative targets, the Board of Directors may, after consulting the Compensation Committee, authorise the integration of targets being exceeding, subject to the cap on annual variable compensation set at 100% of annual fixed compensation. Effective payment of the Chief Executive Officer’s variable compensation will, in any event, be subject to shareholder approval at an Ordinary General Meeting.

Conversely, the Board of Directors may consider that the Group’s performance does not merit payment of variable compensation in respect of the financial year in question. That being the case, it does not take into account the extent to which qualitative targets have been met. It proposes to the shareholders that no variable compensation be paid in respect of that financial year.

Lastly, in the event of exceptional circumstances (such as an exogenous shock) leading to the suspension of the normal system of variable compensation for employees and Executive Committee members, the Compensation Committee would review the situation of the Chief Executive Officer. It could recommend to the Board of Directors that it ask the shareholders at the General Meeting to approve an improvement to the Chief Executive Officer’s variable compensation if that would serve the Company’s interests, subject to an upper limit of 60% of his annual fixed compensation.

Long-term incentive plans are based on awarding rights to shares. They are subject to the condition of being with the company over a period of time and performance conditions. The targets are set in the same way as for variable compensation.

Independently of the compensation policy, the company covers or reimburses company officers’ travel expenses (transportation and accommodation).

The Nomination, Governance, Ethics and Corporate Responsibility Committee and the Compensation Committee have four members in common. This overlap ensures that decisions are consistent between the two Committees.

The procedure for determining compensation policy applicable to executive company officers and the timing of that procedure are intended to ensure that all worthwhile information is taken into account when recommendations are drawn up and when the Board of Directors makes its final decision. This ensures that such decisions are consistent among themselves and aligned with the Company’s strategy.

The compensation policy applies to newly appointed company officers. However, in exceptional circumstances, such as to enable the replacement or appointment of a new executive company officer, the Board of Directors may waive application of the compensation policy. Such waivers must be temporary, aligned with the Company’s interests and necessary to secure the Company’s long-term success or viability. Furthermore, this option may only be adopted where there is consensus among the members of the Board of Directors as to the decision to be taken (i.e. no votes against). This may result in the awarding of components of compensation currently defined in the compensation policy as not applicable (severance pay, non-compete payment, supplementary pension plan). These matters would be put to the vote at the following General Meeting.

Pierre Pasquier is the Chairman and CEO of Sopra GMT, the holding company for Sopra Steria Group. In respect of these duties (leading the Sopra GMT team and chairing the Board of Directors), he received compensation of €130,000 in 2023. In addition, he received compensation under Article L. 225-45 of the French Commercial Code in the amount of €14,824 in respect of financial year 2023. This compensation was paid by Sopra GMT and was not rebilled to Sopra Steria Group (see Section 1.1.4, “Overview of the activities of the Chairman of the Board of Directors in 2023” of this chapter, page 56).

As Chairman of the Board of Directors of Axway Software, as indicated in its Universal Registration Document, Pierre Pasquier also received fixed compensation from that company in the amount of €138,000 and compensation in respect of Article L. 22-10-14 of the French Commercial Code of €22,462

The relative proportions of fixed and variable compensation in the annual compensation awarded to the Chief Executive Officer (excluding benefits in kind) were 63% and 37%, respectively. 

The Compensation Committee determined that the quantifiable targets set by the Board of Directors for the CEO had been 100% achieved and that the qualitative targets had been 90% achieved. Accordingly, the Board of Directors set Cyril Malargé’s variable compensation in respect of financial year 2023 at €290,000.

Performance criteria were applied as anticipated at the time they were determined on 15 March 2023. No compensation is due at the threshold; the amount due is calculated on a linear basis between the threshold and the target.

Total compensation is in keeping with the compensation policy and contributes to the Company’s long-term performance. It provides an incentive to drive profitable growth based on shifting the Group’s services toward higher-value offerings.

Qualitative targets have incentivised the Chief Executive Officer to focus his efforts on priorities arising from the strategic plan and on operational organisation.

The Nomination, Governance, Ethics and Corporate Responsibility Committee, noted that the Company is on track to achieve its targets in relation to greenhouse gas emissions (see Section 3.4, “Optimising resource consumption and reducing greenhouse gas emissions” of Chapter 4, “Corporate responsibility” of this Universal Registration Document, pages 145 to 151) and that it has already achieved its 2025 goal of increasing the proportion of women in management positions (% women at the two highest management levels) (see Section 2.7.1, “Promoting gender equality” of Chapter 4, “Corporate responsibility” of this Universal Registration Document (pages 129 to 131). This has been duly noted by the Compensation Committee.

The difference between the total amount of compensation stated in Article L. 225-45 of the French Commercial Code to be allocated for financial years 2022 (€500,000) and 2023 (€700,000) and the totals shown in the table above is due to the amount awarded to Pierre Pasquier in respect of his directorship (€26,891 in 2022 and €35,679 in 2023). These amounts are shown in Table 2, “AFEP-MEDEF Code of Corporate Governance for Listed Companies, December 2022”.
It should also be noted that:

• ■as regards Sopra GMT, a legal entity serving as a Director, the implementation of the tripartite framework agreement for assistance entered into between Sopra GMT, Sopra Steria Group and Axway Software in 2011 resulted in the invoicing to Sopra Steria Group by Sopra GMT of a net amount of €1,709,394 excluding VAT (see Section 1.1.5 of this chapter page 57 and the Statutory Auditors’ special report on related-party agreements provided at the end of Chapter 6, “2023 parent company financial statements” of this Universal Registration Document (pages 315 to 316);
• ■Éric Hayat Conseil, a company controlled by Éric Hayat, provided consulting services for business development in strategic operations, billed in the amount of €175,200 excluding VAT under an agreement renewed in October 2018 (see Section 1.1.7 of this chapter pages 57 to 58 and the Statutory Auditors’ special report on related-party agreements provided at the end of Chapter 6, “2023 parent company financial statements” of this Universal Registration Document (pages 315 to 316).

None.

None.

The performance share plan put in place by the Group in 2023 has the following features:

• ■for all recipients, the granting of shares is subject to the condition of continued employment at the end of the three-year vesting period. However, depending on the circumstances, this condition may be waived in whole or in part, in derogation of the foregoing and on an entirely exceptional basis (in practice fewer than 3% of departures under previous plans);
• ■the performance condition is based on three criteria, equally weighted at 30% each: organic consolidated revenue growth, consolidated operating profit on business activity (expressed as a percentage of revenue) and consolidated free cash flow;
• ■strict targets were set over the entire plan period (the year of allotment and the two following years). These targets were at least equal to any publicly disclosed guidance or, for targets expressed as a range, at least the minimum level of the guidance range disclosed. The average annual level of achievement of targets will determine the number of free shares to which recipients are entitled;
• ■an additional condition, focused on corporate responsibility and weighted at 10% of total vesting conditions, relates to the proportion of women in the Group’s senior management positions (defined as the two highest echelons, levels 5 and 6), which must reach 20% by 31 December 2025.

The Chief Executive Officer, Cyril Malargé, was subject to the same rules as all the other recipients under the 2023 plan. He was also required to retain at least 50% of the shares acquired under this plan throughout his entire term of office. Cyril Malargé undertook not to hedge his performance shares until the holding period had expired.

None.

None.

See Section 5.4 “Share-based payments” of Chapter 5, “2023 Consolidated Financial Statements” and Section 4.2.2 “Free share award plan” of Chapter 6, “2023 Parent Company Financial Statements” of this Universal Registration Document (on pages pages 236 to 238 and 290, respectively).

The plan fixed on 26 May 2021 will expire on 30 June 2024. The performance conditions established for fiscal years 2021 to 2023 were as follows:

The performance conditions for the 2021 plan were achieved at 94.14%. The 2022 and 2023 plans’ economic performance conditions are identical to those shown in the table above.

None.

Cyril Malargé was appointed Chief Executive Officer with effect from 1 March 2022. He does not hold any position as a company officer outside the Group. By way of an exception to the AFEP-MEDEF Code, his employment contract was not terminated and remains in abeyance.

Cyril Malargé has spent much of his career with the Company, which he joined in September 2002. The criteria used to determine and structure his variable compensation remain similar to those used for the Company’s senior managers.

At present, no commitments have been entered into by the Company with regard to termination benefits, a non-compete payment or a supplementary pension plan for Cyril Malargé. Cyril Malargé is not a member of the Board of Directors.

In light of his career within the Group, his length of service, his circumstances, his significant contributions and the components of his compensation, the decision not to terminate his employment contract still seems to be in the best interests of the Company. Any decision to terminate his employment contract would necessitate compensation (contractual termination pay). On the other hand, any disadvantages of holding Cyril Malargé’s employment contract in abeyance until his term of corporate office expires have not been identified. Should his contract be reinstated, he would be entitled to claim retirement bonuses or termination benefits, as applicable. It should be noted that as of 31 December 2023, based on Cyril Malargé’s length of service, termination benefits laid down in the Syntec collective bargaining agreement are estimated at approximately seven months’ fixed and variable compensation (one third of a month per year of service). The employment contract in abeyance is a standard Sopra Steria Group employment contract identical to that signed by Group employees. It is governed by the Syntec collective bargaining agreement with no special provisions or notice period adjustment, even concerning termination or a change in position. No special payments are provided for. As things stand, only standard legal rights (droit commun) would apply upon termination of the employment contract.

Board members may be linked to the Company or any of its subsidiaries by an employment contract if the link in question was established before the Board member became a company officer. It is mandatory for Directors representing the employees and for Directors representing employee shareholders.

At its meeting of 21 February 2024, the Board of Directors noted the following departures from the guidelines set forth in the AFEP-MEDEF Code presented in the table below after hearing the report of the Nomination, Governance, Ethics and Corporate Responsibility Committee.

“When it comes to corporate responsibility, Sopra Steria holds itself to the highest standards and is acutely aware of its impact on society, the environment and the living world.”

Cyril Malargé

Chief Executive Officer

When it comes to corporate responsibility, Sopra Steria holds itself to the highest standards. I am acutely aware of our role with respect to our employees, clients, partners and suppliers, and of our impact on society, the environment and the living world.

As a human collective, a business grows, evolves and interacts within a wider ecosystem of shared interdependencies and responsibilities. In 2023, the world was marked by escalating crises: regional conflicts with global repercussions, repeated severe climate shocks caused by rising temperatures, growing social inequality giving rise to serious tensions, and increasingly polarised thinking. These factors have prompted us to step up our corporate responsibility commitments so as to embed sustainable development at every level of the organisation. Sopra Steria’s strong regional ties, our extensive presence across Europe and the collective strength of our workforce all contribute to our resilience.

The advent of the Corporate Sustainability Reporting Directive has ushered in an era of “double materiality”, when financial performance and sustainability both play equally important roles in guiding a business. This regulatory shift is consistent with Sopra Steria’s values and the things that deeply inspire us, from executive decisions all the way down to day-to-day operational activities. We are working hard to be ready to implement this key regulation, which will highlight the consistency and integrity of all we are doing.

This report sets out our major commitments and key achievements. In 2023, the new decarbonisation targets for our business activities were validated by the Science Based Targets initiative (SBTi). Sopra Steria’s employee and environmental policy is guided by a philosophy of continuous improvement, so it was important to us to seek this kind of independent external validation. 

As regards the workforce, we have continued to pursue initiatives that uphold workplace gender equality, inclusion and diversity in our recruitment and career development practices. We have further expanded our employee training in relation to these societal issues. And, in terms of community engagement, our people have passionately engaged with the most underprivileged populations across all relevant geographies through our education and inclusion programmes.

Among our achievements, the Energy Savings Plan rolled out to all Group entities has exceeded the targets set for it, and we are also proud to have secured Numérique Responsable (responsible digital technology) certification. Meanwhile, we are running more and more projects that directly help our clients adapt to climate change.

Lastly, it is clear that digital technology is playing an increasingly dominant role as a catalyst for both the onset of crises and the emergence of solutions. 2023 was the year when generative artificial intelligence burst onto the scene in the day-to-day lives of businesses. This technology heralds major changes for our clients and our business lines, and we are once again duty-bound by our positioning as a major player in the European tech sector to strive for digital technology that is ethical, environmentally friendly and respectful of human rights. That’s why we support our clients over the long term by helping them incorporate their own sustainability and responsibility challenges into their transformation programmes.

But we want to continue with our efforts to contribute to the transition towards a sustainable economic model that brings benefits for everyone and is more mindful of the planet. That is our responsibility both as a corporate citizen and as an employer.

For this fifth annual Statement of Non-Financial Performance (SNFP), Sopra Steria is publishing in its Universal Registration Document (formerly known as the Registration Document) a Corporate Responsibility Report including information relevant to the key non-financial risks to which the Group is exposed (workforce-related, environmental and social information and information relating to human rights and the prevention of corruption and tax evasion). In addition to the information that is required to be included as a mandatory part of the SNFP, this document voluntarily includes all useful and important workforce-related, environmental and social information under the banner of Sopra Steria’s corporate responsibility programme. A description of the Group’s business model is set out in the “Business model and value chain” section of the integrated presentation of Sopra Steria that forms part of this Universal Registration Document (pages 6 to 7). Key risks, methodology and policies, procedures and actions associated with managing and controlling those risks, including non-financial risks, are set out in Chapter 2 of this Universal Registration Document (pages 39 to 53).

Sopra Steria’s corporate responsibility strategy and associated programme of actions are rooted in the Group’s values and convictions and underpinned by a high level of commitment from executive management and all Group managers and employees.

Our aim is to help create a more sustainable world by working together with all of the Group’s stakeholders.

Our corporate responsibility approach is underpinned by the mission Sopra Steria set for itself: “Together, building a positive future by making digital work for people”.

We firmly believe that digital technology can create opportunity and progress for all. When closely linked to humanity, it creates a virtuous circle that benefits society as a whole. Sopra Steria has chosen to be a “contributor” company involved in building a more sustainable world in which everyone has a part to play.

We see our contribution as sustainable, human-centred and guiding.

Sustainable: Sopra Steria sees its actions – whether in running its businesses or helping with the digital transformation of its clients – as part of a long-term approach. Our approach in support of a more sustainable world encompasses all of the Group’s social, environmental, ethical and inclusive commitments.

Human-centred: Our activities are focused on implementing projects that foster digital inclusion, equal opportunity and social open-mindedness. For a number of years now, we have been committed to education for young people, inclusion for people with disabilities and professional development for women.

Guiding: Our contribution is rooted in our ability to anticipate, understand and translate the challenges posed by digital technology so as to be able to better assess their impacts on everyday life. We are thus able to help the Group’s clients meet their own sustainability challenges. We work with our stakeholder community and contributing to the debate on the impact of digital technology on society in order to inform work on the responsible use of digital technology.

This strategy is based on our commitment to the United Nations Global Compact and on the materiality analysis that we use to assess the Group’s sustainability priorities.

Drawing on the Group’s business model (see the “Integrated presentation of Sopra Steria” section of this Universal Registration Document on pages 6 to 7) and the changing expectations of its stakeholders, Sopra Steria has defined six key corporate responsibility commitments in respect of its materiality matrix, updated in 2023:

• 1 .Being a leading employer that attracts the best talent and promotes positive labour relations, equal opportunity and diversity.
• 2 .Mitigating the impact of the Group’s activities on the environment and helping combat climate change by drawing on all components of its value chain.
• 3 .Acting ethically in the Group’s day-to-day operations and across all its business activities.
• 4 .Being a long-lasting partner for the Group’s clients, meeting their needs as effectively as possible by providing them with the best technology as part of a responsible and sustainable value-creating approach.
• 5 .Working towards digital trust by developing digital sovereignty in Europe, cybersecurity and AI through an ethical approach to technology.
• 6 .Supporting local communities by stepping up community initiatives, particularly in the field of digital inclusion.
•  

We place great importance on making sure Sopra Steria’s actions are part of a broader approach of engaging with economic agents in support of a more sustainable world. That is why we, alongside 9,500 international companies that have signed the UN Global Compact, have taken care to ensure that our corporate responsibility approach and the related initiatives are fully aligned with the UN Compact’s Principles and with the Sustainable Development Goals.

As a signatory of the United Nations Global Compact since 2004 and an ambassador for Global Compact Network France, where Sopra Steria is headquartered, we support the commitments given in relation to human rights and international labour standards (promoting and upholding human rights, upholding freedom of association and the right to collective bargaining, contributing to the effort to eliminate forced and compulsory labour, eliminating discrimination in respect of employment and occupation), the environment (adopting the precautionary approach, promoting greater responsibility, working to support the development of environmentally friendly technologies) and combating corruption in all its forms.

The Group also directly and indirectly contributes to the United Nations’ 17 Sustainable Development Goals (SDGs), and more specifically:

• ■SDGs 7, 9, 11, 12, 13 and 16 through its core business activities;
• ■SDGs 1, 2, 3, 4, 5, 6, 8, 10, 14, 15 and 17 through its voluntary initiatives (see “Integrated presentation of Sopra Steria”, page 13).

In addition to its key strategic commitments, in 2023 the Group defined three ESG priorities as part of its roadmap. The related policies and their main results achieved are presented in the corresponding sections of this Universal Registration Document.

The Group adheres to the principles and fundamental entitlements of the Universal Declaration of Human Rights adopted by the United Nations General Assembly in 1948 and to the European Union’s Charter of Fundamental Rights. It abides by the eight fundamental conventions of the International Labour Organization (ILO) and is committed to:

• ■complying with European Community and domestic labour law, and collective bargaining agreements in each country where the Group operates or, if necessary, putting in place measures intended to improve labour relations;
• ■upholding, in particular, freedom of association and the right to collective bargaining in each relevant country, the elimination of forced or compulsory labour and the effective abolition of child labour.

Furthermore, the Group firmly condemns modern slavery and human trafficking as well as discrimination in respect of recruitment and employment, notably through its code of ethics (for more information, see the Section 4.1 "Ethics and compliance" on pages 167-172).

It meets the United Nations Sustainable Development Goals (SDGs) and directly or indirectly contributes to SDGs 3, 4, 5, 8, 9, 10 and 17.

In keeping with these commitments, it pursues a corporate responsibility policy aimed at safeguarding the health and safety of each of its employees and ensuring that everyone is treated with dignity and respect at work. The goal is to foster a caring work environment where everyone feels recognised and valued irrespective of origin, gender, age or disability.

All matters relating to talent management, employee training, diversity and equal opportunity are managed by the Group Human Resources Director, supported by a network of country and/or subsidiary Human Resources Directors, in liaison with the Corporate Responsibility and Sustainable Development Director at Group level.

Regarding matters related to health and safety and labour relations, each country and/or subsidiary is subject to its own local legislation. Health and safety committees in each country ensure that specific processes and measures are implemented at the local level. These measures cover, in particular, buildings (security of premises, furnishings, heating and air conditioning, etc.) and food (canteen, water, etc.). Dialogue between management and employees is driven by regular (weekly, monthly and annual) steering meetings attended by the various companies’ HR directors. The goal of these meetings is to exchange ideas and ensure that the approach to labour relations is consistent with Group policy.

The Group Human Resources Director and the Corporate Responsibility and Sustainable Development Director are members of the Executive Committee and report directly to Sopra Steria’s Executive Management.

Climate change is one of the biggest challenges facing humanity. As such, governments, businesses and civil society must work together to protect future generations.

The European Union has responded to the United Nations appeal aimed at keeping global warming below 1.5°C by passing a law that includes a requirement to achieve a net-zero emissions economy by 2050.

As a European group and major player in the digital and tech sectors, over the past ten years Sopra Steria has focused its environmental policy and programme of action on protecting the environment. This programme covers reducing greenhouse gas emissions, contributing to the circular economy, taking account of biodiversity and engaging with stakeholders along the Group’s entire value chain. Sopra Steria aims to ensure that environmental best practice is integrated into the Group’s operations, services delivered to clients and supply chain. The Group has for several years been a leader on climate action and environmental protection.

Sopra Steria is committed to making climate action and environmental sustainability part of its standard behaviour and actions, using digital technology as a catalyst for the development of solutions capable of playing a proactive role in creating a sustainable world for all.

Through our environmental roadmap, we are directly or indirectly contributing to the following SDGs: 6, 7, 8, 9, 11, 12, 13, 14, 15 and 17.

Sopra Steria endorses UN objectives and those set by the EU supporting the transition to a net-zero emissions economy by 2050. The Science Based Targets initiative (SBTi) validated the Group’s medium- and long-term targets for reducing GHG emissions from direct activities. Results against these targets are independently audited every year. The Group is also a participant in the UN’s Climate Neutral Now programme in relation to its direct activities (offices, data centres and business travel) and achieved Climate Neutral Now certification for this scope.

Key milestones on the way to achieving SBTi’s long-term net-zero emissions targets.

For over 10 years, Sopra Steria has worked on reducing emissions from its direct activities (offices, data centres and business travel). Since 2017, Sopra Steria’s programme of actions has covered its entire value chain (Scope 3 including purchases of goods and services – a category that accounts for over 80% of all emissions in this scope).

SBTi unveiled its first Net-Zero Standard at COP26 in Glasgow in late 2021. Sopra Steria was one of the companies invited to test the new standard. Since being actively involved in this testing, in 2022 the Group submitted its long-term 2040 net-zero emissions target, covering its entire value chain (with a maximum capped at 10% carbon offsets in 2040), to SBTi for approval. Sopra Steria will also continue to participate in the UN’s Climate Neutral Now programme in relation to its direct activities (offices, data centres and business travel). In 2022, the Group achieved Climate Neutral Gold status for the “Measure” and “Reduce” steps and Silver status for the “Contribute” step. The Group’s objectives and targets are summarised below:

SBTi targets set and validated in 2019 (long-term, 1.5°C-aligned): Reduce Scope 1 and 2 emissions per employee in Categories 6 (business travel) and 8 (upstream leased assets: off-site data centres) by 85 % and Scope 3 emissions per employee in Categories 6 (business travel) and 8 (upstream leased assets: off-site data centres) by -85 % by 2040 (baseline: 2015).

• ■Short-term targets:
  • ●reduce absolute emissions from Scopes 1 and 2 (offices and on-site data centres) by 54% by 2030 (baseline: 2019),
  • ●reduce absolute Scope 3 emissions (business travel, off-site data centres, supply chain, etc.) by 37.5% by 2030 (baseline: 2019).
• ■Long-term targets:
  • ●reduce absolute emissions from Scopes 1 and 2 (offices and on-site data centres) by 90% by 2040 (baseline: 2019),
  • ●reduce absolute Scope 3 emissions (business travel, off-site data centres, supply chain, etc.) by 90% by 2040 (baseline: 2019),
  • ●reduce the remaining 10% of emissions from across the entire value chain by offsetting carbon emissions to achieve the Net-Zero target in 2040.

The following activities within the Group’s environmental programme are aimed at achieving the above targets at a high level:

As a European tech leader, Sopra Steria’s commitments to society encompass the following:

• ■putting the Group’s ethical principles into practice and abiding by compliance rules;
• ■responsible interactions with the Group’s stakeholders, particularly suppliers and subcontractors, through a responsible purchasing policy and vigilance plan;
• ■solutions to help our clients address their priorities with regard to the environment, digital sovereignty, digital ethics and the development of trustworthy artificial intelligence;
• ■civic engagement to support struggling and highly vulnerable populations.

Through our commitments to society, we are directly or indirectly contributing to the following SDGs: 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 16 and 17.

Sopra Steria has decided to bring together business ethics and compliance, internal control and risk management within the Internal Control Department, which reports directly to the Group’s Executive Management. This department appears before the Audit Committee and the Nomination, Governance, Ethics and Corporate Responsibility Committee at regular intervals.

This structure allows for centrally coordinated, Group-wide governance to deal with business ethics and compliance issues, compliance controls, risks and potential whistleblowing.

• ■The Internal Control Department oversees business ethics and compliance issues and coordinates all stakeholders involved in compliance and internal control across the Group. The Internal Control Director is the primary reference point for the whistleblowing system in her capacity as Group Compliance Officer. The Internal Control Department directly manages programmes aimed at preventing corruption, influence peddling, money laundering and fraud, as well as those concerning the compliance of operations with economic sanctions and export controls, and lastly, the duty of vigilance.
• ■This department is supported by the network of Internal Control & Compliance Officers in charge of internal control, business ethics and compliance. (See Chapter 2, “Risk factors and internal control”, of this Universal Registration Document on pages 48-53.) They are appointed to work with local teams in each Group entity.
• ■It is also supported by the Group-level functional and operational departments, each with expertise in its own area: the Human Resources Department, Legal Department, Purchasing Department, Finance Department, Security Department, and Corporate Responsibility and Sustainable Development Department.

Each of these departments also have their own correspondents within each of the Group’s entities. Regular steering meetings bring together these departments and Executive Management to discuss programme implementation and changes to be instigated. The Internal Control Department and the Internal Audit Department also meet regularly to exchange updated information, notably concerning the identification of associated risks and the audit plan.

As the Sopra Steria Group grows, it is committed not only to strictly complying with legislation and regulations in the countries in which it operates but also to applying ethical principles rooted in the Group’s culture and values (see “Integrated presentation of Sopra Steria” of this Universal Registration Document on page 5). These include, in particular, professional excellence, respect for others and a proactive approach.

Sopra Steria’s code of ethics constitutes the reference framework within which the Group operates. The Group’s status as a signatory to the United Nations Global Compact since 2004 reflects Sopra Steria’s ethical principles, which adhere to the principles and fundamental entitlements of the Universal Declaration of Human Rights of the United Nations and the Charter of Fundamental Rights of the European Union.

With a foreword written by the Chairman of the Board of Directors, it is supported by Group management, which is responsible for ensuring that these rules are observed. The code applies to all Sopra Steria employees. Managers who sit on the Group Management Committee and entity-level (country and subsidiary) management committees sign an annual digital declaration renewing their commitment to abide by and enforce the code of ethics within their scope of responsibility.

Sopra Steria regularly raises awareness among the relevant personnel to ensure that they buy into and abide by the Group’s values and fundamentals and the principles laid down in the code of ethics. These awareness-raising campaigns and training courses take place principally through induction seminars, professional development sessions and events sharing the Group’s fundamentals, organised by Sopra Steria Academy, the Group’s in-house training organisation.

Furthermore, Sopra Steria expects all those with whom it has a business relationship to abide by the principles of its code of ethics, irrespective of legislation and regulations in the countries in which they operate. As it applies to its supply chain in particular, Sopra Steria requires agreement to the ethical principles set out in the code of conduct for suppliers and partners.

The code of ethics is publicly available from the Ethics and Compliance page of Sopra Steria’s corporate website at www.soprasteria.com.

The code of ethics is supplemented by an anti-corruption code of conduct, a code of conduct for stock market transactions, a code of conduct for suppliers and partners and a common core of rules, procedures and checks. (See Chapter 2, “Risk factors and internal control”, of this Universal Registration Document on pages 48-53.) As part of the compliance programme, work was undertaken at Group level in 2023 to continuously improve existing rules and clarify guidelines and procedures to ensure that regulatory changes are taken into account, best practice is adopted and these rules and procedures are applied and controlled within the Group on an ongoing basis. For example, ten or so rules relating to compliance issues were integrated into the Group Rules, which constitute the operating fundamentals applicable to all Sopra Steria entities.

The whistleblowing procedure may be used to flag up any situations that could be considered contrary to the law, the code of ethics or Sopra Steria’s code of conduct or that could harm Sopra Steria’s reputation or pose a threat to the public interest. Key areas covered by the whistleblowing procedure include corruption and influence peddling, fraud, financial offences, breaches of competition law and risks relating to human rights and fundamental freedoms, health and safety and environmental damage. The procedure covers all Group entities and geographies.

Any person may bring any concerns they have to the attention of their line manager, their line manager’s manager, their entity’s Compliance Officer, the Compliance Officer of the functional division to which their entity belongs or the Group Compliance Officer, as they see fit.

As an alternative to these usual communication channels, they may choose to use Sopra Steria’s whistleblowing procedure. An email address is provided within each entity, managed by a designated individual approved by the Group’s Internal Control Department, which is responsible for the whistleblowing procedure.

Concerns can also be raised directly with the Group’s Internal Control Department by writing to the following email address: ethics@soprasteria.com. It is possible to raise concerns anonymously.

This reporting channel is also open to all external stakeholders, including in particular the Group’s clients, suppliers, subcontractors and business partners. It is available on the Ethics and Compliance page of the Group’s website at www.soprasteria.com.

In accordance with the operating rules governing the Group’s whistleblowing procedure, whistleblowing reports are responded to within the following timescales:

• ■receipt of reports is acknowledged within seven working days;
• ■the validity of reports is confirmed within a reasonable time frame following their receipt;
• ■initial feedback on action that has been, is being or will be taken in response to reports is provided within three months of the date on which receipt of the report was acknowledged;
• ■reports are closed within a reasonable time frame based on the complexity and severity of the matters reported.

Data security, integrity and confidentiality are assured. Sopra Steria guarantees that all information exchanged, including the identity of the whistleblower and any other relevant persons, will remain confidential. Precautionary steps are also taken to safeguard against any conflict of interest, thus guaranteeing impartiality while reports are investigated.

Whistleblowers are protected against reprisals, discrimination and disciplinary sanctions of any kind related to their whistleblowing. This protection extends to any person related to the whistleblower or their whistleblowing.

Records of reports received under the whistleblowing procedure are kept in accordance with applicable legislation and/or regulations.

Sopra Steria has implemented a compliance programme to safeguard against risks associated with corruption and influence peddling. These measures help protect the Group’s reputation and maintain the trust of its internal and external stakeholders. The Group applies a zero-tolerance policy with respect to corruption and influence peddling.

To this end, Executive Management is highly involved in the implementation and monitoring of the Group’s programme to prevent corruption and influence peddling. This firm commitment takes shape in particular through the Group’s specific code of conduct covering these issues, the direct oversight of the programme at the Internal Control Department’s steering meetings with Executive Management, informational meetings for senior managers and regular communications campaigns targeting all Group employees. For example, each year Executive Management reiterates its commitment to all Group employees on the UN’s International Anti-Corruption Day, which takes place on 9 December.

Executive Management has established a Group-wide organisational structure in charge of managing, monitoring and controlling the framework, through a network of Internal Control & Compliance Officers, who have responsibility for rolling out programmes on compliance, business ethics, internal control and risk management issues within each entity.

The system is underpinned, in particular, by the following:

• ■a specific mapping exercise to identify risks of corruption and influence peddling, updated every two years or as soon as is necessary following a major Group-level event. This risk mapping was updated as planned in the first half of 2022 and will be updated again in 2024;
• ■a specific code of conduct for the prevention of corruption and influence peddling, including a foreword by the Chairman of the Board of Directors and the Chief Executive Officer and illustrated with real-world examples, as a supplement to the code of ethics. This code of conduct has been translated into 10 languages and covers the entire Group;
• ■a disciplinary system based on the code of conduct enforceable against all employees through its inclusion in the Group’s internal rules and regulations, or through any other mechanism in force at Group entities;
• ■specific, formal procedures, allowing in particular for the implementation of the first- and second-level controls, in order to respond to situations identified as potentially exposed to risk. For example: Policies on hospitality and gifts and procedures covering conflicts of interest, client events and countries under vigilance;
• ■a strict procedure for assessing third parties, including suppliers and subcontractors. In this regard, the Group implements its purchasing procedure and a code of conduct for suppliers and partners, which was revised at the begging of 2022, to ensure that all new regulations, and more specifically those connected with the “Sapin II” Act and the duty of vigilance, are covered. Specific procedures are also in place to assess countries under vigilance, beneficiaries of donations, sponsorship and patronage, and acquisition targets;
• ■a Group training programme developed in light of the results of the risk mapping exercise for corruption and influence peddling risks:
  • ●a mandatory e-learning course for all employees that must be completed within 3 months of their arrival. This course, updated in 2021, is available in five languages. This tailored course, designed in-house, consists of eight interactive modules (Legal framework, code of conduct and key contact points; Invitations and gifts; Conflicts of interest; Public agents; Commercial intermediaries and international sanctions; Donations, sponsorship and patronage; Facilitation payments; Whistleblowing procedure) and ends with a mandatory knowledge assessment quiz that employees must pass to successfully complete the course. At end December 2023, 93% of Group employees had completed this e-learning module,
  • ●a specific programme for those populations considered the most at risk, for example managers, sales staff and buyers;
• ■a guide to preventing conflicts of interest, made available to all Group employees in early 2023, aimed at helping employees and managers eliminate any doubt as to the impartiality of decisions made in the course of Sopra Steria’s business and find appropriate solutions should conflicts of interest arise;
• ■whistleblowing procedure (described above);
• ■strengthened control and audit procedures: The specific controls are covered in the procedures developed under the programme for the prevention of corruption and influence peddling and may be either ongoing or periodic. In addition to the first-level controls carried out in the form of self-checks by the employees concerned and by line managers, controls are mainly performed, depending on the area involved, by the functional divisions concerned (Finance Department, Internal Control Department, Industrial Department, Legal Department, Human Resources Department). The procedures are also assessed by the Internal Audit Department when auditing the Group’s subsidiaries and/or divisions, by running through some 30 specific checks, and during specific compliance audits as part of the internal audit programme.

To the best of the company’s knowledge at the time of writing this Universal Registration Document, neither Sopra Steria, nor its subsidiaries nor any member of an administrative or management body have been found guilty of corruption or influence peddling at any time in the last five years. Furthermore, no confirmed corruption incidents were recorded via the Group’s whistleblowing procedure in 2023.

Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 – known as the General Data Protection Regulation, or GDPR – entered into force on 25 May 2018. The Group has rolled out a governance structure intended to ensure compliance with this regulation and local laws.

This governance structure is under the responsibility of the head of the Group’s Legal Department, an Executive Committee member, who is responsible for coordinating measures to protect personal data processed by Group companies (both for their own purposes and on behalf of their clients).

The programme’s governance model consists of a clearly defined organisational structure and a compliance programme made up of a set of policies, procedures and tools designed to ensure that personal data is properly protected across the Group.

This organisational structure has two tiers: a Group tier and a local (country/entity) tier. Data Protection Officers have been appointed within each of the Group entities concerned. The Group Data Protection Officer relies on this structure to roll out the compliance programme across the Group, with the support of the Group’s head of governance for confidentiality and data protection.

This programme has the following goals in particular:

• ■roll-out of a specific tool to keep records of all processing of personal data by Group entities, both for their own purposes and on behalf of their clients;
• ■implementation of specific procedures to respond to requests received from individuals exercising their rights relating to personal data, including the right to access, the right to rectification, the right to object to processing and the right to remove data across the system, including archived and recorded data:
  • ●for employees of Group companies,
  • ●for third parties (for example, job applicants in connection with recruitment procedures),
  • ●for personal data processed by Group companies under contractual arrangements with their clients, as instructed in writing by the latter;
• ■review of internal and external media and applications to ensure compliance with legal and regulatory requirements;
• ■adoption of a procedure for managing, assessing the severity and reporting compromises of personal data and determining the measures required to mitigate any associated risk;
• ■provision of standard contracts and clauses covering the protection of personal data in the context of contractual relationships with clients, subcontractors and suppliers;
• ■roll-out of a mandatory e-learning module for all existing Group employees and for every new employee. The module was renewed in January 2024;
• ■management of the whistleblowing procedure to report actual or suspected abuses and irregularities relating to personal data;
• ■adoption of effective reporting processes for the management team and periodic compliance checks;
• ■regular reviews of the compliance programme and the organisational structure.

All external growth transactions involve a due diligence process covering the processing of personal data. Acquired companies are added to this compliance programme upon joining the Group.

In addition, at Sopra HR Software, the Sopra Steria Group’s HR solutions publisher subsidiary, the Binding Corporate Rules (BCR) have been in place within its entities since 2015.

The Group has put in place a policy and robust system across all its entities and operations, supported by appropriate governance, procedures and controls that are reviewed annually. Further information can be found in Section 1, “Risk factors”, of Chapter 2 (pages 40 to 46).

The ISO 27001 certified sites in France cover the central IT services provided to the Group by the IT department (100%). What’s more, the Group holds ISO 27001 certification covering its main countries (Belgium, Germany, Denmark, France, India, Italy, Luxembourg, Norway, Poland, Spain, Sweden and the United Kingdom) and operations delivering its software solutions, such as Sopra Banking Software and Sopra HR Software.

As regards awareness-raising and training in the area of information security more specifically, the Group has a catalogue of training made available to employees, coordinated by the Group Security Department and rolled out via the Group Academy. Employees may take one or more of these training courses a year depending on their role. At end-November 2023, 91% of employees had completed the mandatory e-learning course. A new mandatory e-learning module was launched in December 2023 to replace the previous one. Topics covered include protecting information, recognising phishing attempts and ensuring that information is kept secure while travelling and working remotely. Specialised modules covering topics in greater depth will be added in 2024. Informational and best practice campaigns, which are constantly shared on the Group’s intranets, and periodically through newsletters, supplement this training programme.

Cyber rating agencies are used to improve visibility as to the Group’s exposure to cyber risks. They periodically assess Sopra Steria’s management system and external assets visible on the internet. The Group Security Department regularly monitors developments in this area.

• ■SecurityScorecard: A in November 2023, with a goal of maintaining this score, which is higher than the industry average.
• ■CyberVadis score: 795, with a goal of at least maintaining this score. The score is due to be reassessed in March 2024.

In tax matters, Sopra Steria Group is committed to complying with the tax laws and regulations applicable in all of the countries in which it is present. Sopra Steria acts in line with its values and ethical principles of integrity, commitment and accountability.

Accordingly, the Group pays its taxes and duties in the countries where its operations are located and where value is created. This approach is pursued in accordance with international guidelines and standards, such as those of the OECD, particularly in relation to transfer pricing for cross-border transactions between Group companies. In this respect, the Group does not engage in tax evasion or any other practice contrary to its ethical standards.

Sopra Steria does not make use of aggressive tax planning or any structuring methods for its transactions that would detach the tax location from the location of business activity. The Group thus abstains from establishing operations in tax havens (uncooperative countries or territories on the official French list or the European Union’s blacklist), has no bank accounts at banks established in such countries or territories, and more generally abstains from creating any entities that have no economic substance or business purpose.

Sopra Steria Group is regularly audited by the competent tax authorities, with which it fully cooperates. The Group complies with the deadlines specified by tax authorities for providing responses to their queries, meets all of its reporting requirements and pays its taxes as required by law.

To limit tax risks relating to its activities, and to take advantage of existing tax incentives, exemptions and relief, in accordance with tax laws and the reality of its activities, the Group may enlist the services of outside tax consultants. All advice thus received is reviewed internally to ensure that any resulting application is consistent with the Group’s tax principles.

Sopra Steria is committed to managing its business in strict compliance with competition law and regulations in all the countries where the Group operates. Employees are informed that if they have any questions or doubts about a competition-related topic, they must consult with their entity’s legal department. The Group Rules include instructions in this area. A project to update the associated training programme began in 2023.

As a company listed on the Euronext Paris exchange, Sopra Steria has a code of conduct for stock market transactions that sets out rules and protective measures relating to stock market transactions and the use or disclosure of inside information as defined in the European Market Abuse Regulation, i.e. any specific information that has not been made public and which, if made public, would be liable to significantly influence the share price.

Sopra Steria undertakes not to engage or participate in any practice that constitutes the laundering of assets, revenue or capital. Financial transactions are entered into in strict compliance with anti-money laundering legislation and regulations. The Group is thus committed to exercising special care in assessing third parties in countries considered high-risk. A system to automate and reinforce procedures for verifying third-party bank details continued its roll-out in 2023. It now covers more than two thirds of purchases each year.

Sopra Steria undertakes to refrain from any activity that would contravene applicable national and international laws, regulations or standards in relation to economic sanctions imposing export controls, embargoes or other restrictions on trade. These topics are covered in the anti-corruption e-learning course. All third parties located in countries considered high risk are covered by compliance assessment procedures before any business relationship is entered into. Through its code of conduct for suppliers and partners, Sopra Steria also requires its suppliers and subcontractors to comply with economic sanctions.

As stated in its anti-corruption code of conduct, Sopra Steria does not provide support of any kind, financial or otherwise, to political parties, leaders or initiatives.

The Group reserves the right to engage in dialogue in connection with the development of regulations in the countries in which it operates and to participate in working meetings organised by industry bodies; such activities are undertaken by Executive Management or with its full knowledge. The company is registered in the European Union’s Transparency Register under number 467305452138-41.

This section provides a summary description of Sopra Steria’s vigilance plan. It sets out reasonable vigilance measures aimed at identifying risks and preventing serious violations in respect of human rights and fundamental freedoms, health and safety, and the environment.

Coordinated by the Internal Control Department, the vigilance plan is prepared by the main departments responsible for the areas covered by the duty of vigilance: the Corporate Responsibility and Sustainable Development Department, Human Resources Department, Purchasing Department, Security Department and Legal Department. This plan was also presented to the Works Council when the initiative was launched. In addition, prior to preparing the plan, the results of the Group’s general risk mapping exercise are aligned with the materiality matrix of corporate responsibility issues. The vigilance plan is reviewed each year, in light of possible developments in risks and the effectiveness of mitigation measures put in place. Furthermore, reasonable vigilance measures are implemented gradually for newly acquired companies as part of the integration of these companies within the Group and with respect to its procedures and systems.

The vigilance plan consists of four parts:

• ■risk mapping to identify, analyse and prioritise serious violation risks;
• ■risk mitigation and prevention plans;
• ■system to receive reports relating to the existence of risks or the occurrence of risk events;
• ■system to monitor the measures implemented and assess their effectiveness.

The risk areas listed below were analysed and prioritised in line with their severity and likelihood of occurrence in the context of the Group’s business activities, those of its service suppliers and those of its manufactured product suppliers:

• ■human rights and fundamental freedoms: Diversity, equal opportunity and inclusion, labour relations and union representation, protection of personal data, working conditions: hours, compensation and social security;
• ■health and safety: Right to safe and healthy working conditions (particularly access to buildings, safety and security of business travel), healthcare benefits and workplace prevention measures;
• ■environment: risk of serious damage to the environment (e.g. pollution, waste, adverse effects on biodiversity).

The conclusions of this risk mapping exercise are used as the starting point for the Group’s responsible purchasing policy, as set out in Section 4.2, “Responsible purchasing: leveraging a sustainable supply chain” (pages 172-174).

The continuous improvement approach adopted in line with the Group’s corporate responsibility policy put in place several years ago focuses on the various areas identified in the mapping. The cross-reference table indicates the corresponding sections of the Corporate Responsibility Report that describe the risk mitigation and prevention plans put in place.

Sopra Steria’s policies, actions and results in respect of the workforce and human rights, business ethics, the environment and responsible purchasing are assessed annually by EcoVadis. Since this label was created in 2020, Sopra Steria has achieved the highest possible rating of Platinum. The Group has also been among the top 1% for the past five years.

Sopra Steria has put in place a whistleblowing procedure for receiving reports in connection with its duty of care. This procedure is set out in Section 4.1.4 under “Whistleblowing procedure” (page 168).

For risks relating to the duty of vigilance, the procedures for the regular assessment of the Group’s business activities and those of its subsidiaries, along with those of its main suppliers, are carried out at the level of the departments concerned. Each department with oversight for issues involving the duty of vigilance is responsible for monitoring the risks identified in the mapping of risks relating to the duty of vigilance.

All of these departments are involved in the identification and implementation of reasonable and appropriate vigilance measures for their respective areas of responsibility. They report on their monitoring activities at the Group’s steering committee meetings and twice a year to the Corporate Responsibility and Sustainable Development Committee.

The risk mitigation and prevention measures put in place with regard to the duty of vigilance are reviewed as part of the Group’s internal control procedures and are the focus of a consolidated report drawn up each year by the Internal Control Department and presented to Executive Management.

The Corporate Responsibility Report, presented in the 2023 Universal Registration Document, aims to set out the non-financial information that is most relevant to the Group in the context of its business model, its activities, the main issues arising from the materiality matrix and the main risks facing the Group.

The information required to draw up this report is collected in accordance with a reporting procedure, available on request from Sopra Steria’s CR&SD Department. This procedure is reviewed annually to take into account changes in the Group’s scope and reporting approach and, with effect from 2018, new regulatory requirements arising from Order 2017-1180 of 19 July 2017 on the disclosure of non-financial information.

Based on regulations in force and taking into account the specific nature of its business activities, Sopra Steria measures the Group’s progress in four areas: Workforce, Society, Environment, Ethics and Compliance.

The environmental reporting presented complies with the framework proposed by the Climate Disclosure Standards Board (CDSB) and with TCFD recommendations.

Furthermore, pursuant to Paragraph 7 of Article L. 225-102-1 of the French Commercial Code, Sopra Steria has appointed Mazars as the Independent Third Party to verify the compliance of the Statement of Non-Financial Performance with the provisions set out in Article R. 225-105 of the French Commercial Code and the fair presentation of the information provided pursuant to Point 3 of Paragraphs I and II of Article R. 225-105 of the French Commercial Code, disclosed in this report pursuant to Article R. 225-105-2 of the French Commercial Code.

Unless otherwise indicated, indicators are calculated on the basis of numbers of employees on permanent and temporary contracts and internship agreements. The following definitions are used:

• ■permanent contract: Full-time or part-time employment contract entered into with an employee for an indefinite period;
• ■fixed-term contract: Full-time or part-time employment contract entered into with an employee and expiring at the end of a specific period or on completion of a specific task lasting an estimated period;
• ■frequency rate of workplace accidents in France: Calculated in business days, using the following formula: (Number of workplace accidents with work stoppage × 1,000,000)/Total number of hours worked by total workforce in the year;
• ■severity rate of workplace accidents in France: (Number of working days lost due to workplace accidents × 1,000)/Total number of hours worked by all employees during the year. Work stoppages continuing on from the previous year are not counted. Work stoppages continuing on as a result of workplace accidents that occurred the previous year are not counted;
• ■LTIFR (lost Time Injury Frequency Rate): Calculated in business days, using the following formula: (Number of workplace accidents with work stoppage × 200,000)/Total number of hours worked by total workforce in the year;
• ■TRIFR (total recordable injuries frequency rate): Calculated in business days, using the following formula: (number of workplace accidents with or without work stoppage × 1,000,000)/Total number of hours worked by total workforce in the year;
• ■absenteeism rate: Calculated in business days and on the basis of the average full-time equivalent workforce. It takes into account absences for illness, workplace accidents and accidents while travelling. It corresponds to the ratio of the number of actual calendar days’ absence and the number of work days theoretically available;
• ■percentage of employees with a disability: total employment units accounted for by employees with a declared disability (“disabled employment units” in France), multiplied by 1.5 where allowed under the rules applied by French government agency Agefiph (which promotes employment for people with disabilities), divided by the size of the relevant workforce. The workforce numbers used are also calculated according to the rules defined by Agefiph.