Delivering Digital Transformation Together
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DELIVERINGle 11/05/2018 à 09:41 DIGITAL TRANSFORMATION TOGETHER REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT 2017 WorldReginfo - eaea1338-80f8-430e-9ce2-69e2bfa7fe26 ABOUT SOPRA STERIA GROUP 2 Message from the C hairman 2 5 PARENT COMPANY FINANCIAL Key figures 3 STATEMENTS 197 Business model 4 Balance sheet 198 Breakdown of revenue 5 Corporate plan 6 Income statement 199 Strategy 7 1. Significant events 199 Governance 8 2. Accounting principles and policies 200 Corporate responsibility 9 3. Notes to the balance sheet 203 Materiality matrix 10 4. Notes to the income statement 212 Dialogue with investors 11 5. Other information 215 Financial performance 12 Statutory Auditors’ report on the parent company financial statements 221 1 INTRODUCTION TO SOPRA STERIA 13 6 SOPRA STERIA GROUP 1. History of Sopra Steria Group 14 AND THE STOCK MARKET 227 2. Overview of the digital services sector 15 3. Strategy and objectives 16 1. General information 228 4. Sopra Steria’s activities 17 2. Share ownership structure 229 5 2017 key figures and consolidated financial statements 22 3. Employee share ownership 230 6. 2017 parent company financial statements of Sopra 4. Voting rights 230 Steria Group SA 29 5. Threshold crossings 230 7. Simplified Group structure at 31 December 2017 32 6. Shareholders’ agreements 231 8. Group organisation 33 7. Control 232 9. Risk management and control 35 8. Share buyback programme 232 9. Changes in share capital 234 10. Securities with an equity component – potential dilution 234 11. Information on transactions in securities 2 CORPORATE GOVERNANCE 49 by Directors or persons mentioned in Article L. 621-18-2 of the French Monetary and Financial Code 235 1. Board of Directors 50 12. Authorisations to issue securities granted 2. Role and compensation of executive company officers 68 to the Board of Directors at the Combined General 3. Departures from the guidelines set forth Meetings of 22 June 2016 and 13 June 2017 235 in the AFEP-MEDEF Code 75 13. Information required by Act 2006-387 of 31 March 2006 relating to public takeover offers 237 14. Monthly share prices and trading volumes on Euronext Paris 237 3 CORPORATE RESPONSIBILITY 77 15. Share price performance 238 16. Dividend per share 238 1. Sopra Steria: committed to a sustainable world 78 2. Responsible employment: Sopra Steria, a responsible and committed team 81 3. Societal responsibility: increased interaction ADDITIONAL INFORMATION 239 with stakeholders 91 7 4. Ethics & Compliance 99 1. Sopra Steria Group at a glance 240 5. Environmental responsibility: innovating in support 2. Board of Directors 240 of the environment 101 3. Executive Management 243 6. Approach and methodology 113 4. General Meetings 244 7. Annexes 117 5. Person responsible for the Registration Document and information on the auditing of the Company’s financial statements 246 6. Provisional reporting timetable 247 4 2017 CONSOLIDATED FINANCIAL 7. Inventory of regulatory disclosures in 2017 247 STATEMENTS 129 8. Documents on display 248 Consolidated statement of net income 130 Consolidated statement of comprehensive income 131 GENERAL MEETING OF 12 JUNE 2018 249 Consolidated statement of financial position 132 8 Consolidated statement of changes in equity 133 Agenda 250 Consolidated cash flow statement 134 1. Summary of resolutions 251 2. Proposed resolutions 269 Notes to the consolidated financial statements 135 3. Special reports of the Board of Directors 282 Statutory Auditors’ report on the consolidated financial statements 193 STATEMENT BY THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT 284 INDEX 285 GLOSSARY 288 Elements of the Annual Financial Report are identified by the logo CROSS-REFERENCE TABLES FOR THE REGISTRATION DOCUMENT 290 LABEL OR This seal of quality is awarded to Registration Documents achieving the highest WorldReginfo - eaea1338-80f8-430e-9ce2-69e2bfa7fe26 level of transparency according to the Annual Transparency Rankings criteria. REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT 2017 The original French-language version of this Registration Document was fi led with the Autorité des Marchés Financiers (AMF) on 13/04/2018 in accordance with Article 212- 13 of the AMF General Regulation. The French-language original may be used as a basis for a fi nancial transaction if it is supplemented by a prospectus authorised by the AMF. This document was prepared by the issuer, whose authorised signatories alone assume responsibility for its content. Copies of this Registration Document may be obtained by submitting a request to Sopra Steria Group, Communications Department, 9 bis rue de Presbourg, 75116 Paris, France, via our website: www.soprasteria.com, or via the website of the Autorité des Marchés Financiers: www.amf-france.org. In accordance with Article 28 of Commission Regulation (EC) No. 809/2004 of 29 April 2004, the following information is included for reference in this Registration Document: 1. RELATING TO FINANCIAL YEAR 2015: 2. RELATING TO FINANCIAL YEAR 2016: — the Management Report included in the Registration Document filed on — the Management Report included in the Registration Document filed on 22 April 2016 under number D.16-0385 is detailed in the cross-reference 13 April 2017 under number D.17-0381 is detailed in the cross-reference table (pages 273 to 274) – Information regarding the Management Report; table (pages 296 to 297) – Information regarding the Management Report; — the consolidated financial statements and the report of the Statutory — the consolidated financial statements and the report of the Statutory Auditors on the consolidated financial statements, included in the Auditors on the consolidated financial statements, included in the Registration Document filed on 22 April 2016 under number D.16-0385 Registration Document filed on 13 April 2017 under number D.17-0381 (pages 117 to 184 and 185, respectively); (pages 143 to 211 and 212, respectively); — the individual company fi nancial statements of Sopra Steria and the report — the individual company fi nancial statements of Sopra Steria and the report of the Statutory Auditors on those financial statements included in the of the Statutory Auditors on those financial statements included in the Registration Document filed on 22 April 2016 under number D.16-0385 Registration Document filed on 13 April 2017 under number D.17-0381 (pages 187 to 214 and 215); (pages 213 to 240 and 241); — the special report of the Statutory Auditors on related-party agreements — the special report of the Statutory Auditors on related-party agreements and commitments included in the Registration Document fi led on 22 April and commitments included in the Registration Document fi led on 13 April 2016 under number D.16-0385 (pages 216 to 218). 2017 under number D.17-0381 (pages 242 to 243). 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 Registration Document. This document is a free translation into English of the original French “Document de référence”, referred to as the “Registration Document”. It is not a binding document. In the event of a confl ict of interpretation, reference should be made to the French version, which is the authentic text. SOPRA STERIA REGISTRATION DOCUMENT 2017 1 WorldReginfo - eaea1338-80f8-430e-9ce2-69e2bfa7fe26 ABOUT SOPRA STERIA GROUP SOPRA STERIA REACHED A NEW MILESTONE IN ITS DEVELOPMENT IN 2017 We recorded a healthy performance, with In France, we strengthened our leadership our target of cutting them by 21% from organic revenue growth of 3.5% bringing in Consulting and Systems Integration. their 2015 level by 2025. Our societal revenue to €3,845.4 million. Operating We backed up our healthy business accomplishments in 2017 included the profi t on business activity grew by 9.5% performance with substantial investments award of EcoVadis’ Gold Advanced level, to €329.8 million, and our margin reached to expand our off erings. Generally a standard achieved by less than 1% of 8.6%, an improvement of 0.6 points speaking, our move up the value chain businesses rated by the organisation. compared with 2016. Lastly, net profi t has increased the relative size of our Lastly, we strengthened the ethics- attributable to the Group rose 14.0% to Consulting and Software businesses, and compliance-related aspects of our €171.4 million. As a result, we reached the which now generate close to one-quarter governance framework in 2017 with the targets set in 2015 when Sopra and Steria of the Group’s revenue. creation of a new Corporate Governance merged – namely revenue of between & Risk Management Department. €3.8 billion and €4 billion and an operating We are committed to a proactive corporate margin on business activity of between responsibility policy, fully aligned with our Our clients’ needs are changing, and they 8% and 9%. These results are the business goals and our transformation now demand greater agility, rapidity and culmination of our eff orts to completely programme. In 2017, we contributed to added value. Today more than ever before transform the Group. The business 16 of the 17 United Nations Sustainable they are looking for partners able to invent segments that had seen performance Development Goals through our social, the business models of the future with shortfalls in 2014 (Germany and IT societal, environmental and ethical them and support their transformation. infrastructure management in France) initiatives. As far as our workforce policy is With this in mind, our strategy is predicated were successfully turned around and today concerned, we provided over one million on four key principles: are a source of strength for the future. We hours of training to our employees in 2017. — independence, which underpins our have launched a targeted repositioning long-term vision and our entrepreneurial plan covering our operations in the United As part of our commitment to the model; Kingdom.