Atos - Registration Document 2016

G Corporate governance and capital G.3

Report of Chairman of the Board of Directors on corporate governance and internal control

Date of appointment/ renewal

Committee member

End of office

term shares held Number of

Name

Nationality

Age

Thierry Breton Nicolas Bazire 1 Valérie Bernis Roland Busch Jean Fleming 2 Bertrand Meunier Colette Neuville Aminata Niane

French French French German British French French

62 59 58 52 48 61 80 60 67 81 67

2016 2014 2015 2014 2013 2015 2014 2016 2016 2015 2016

AGM* 2019

658,914

N&R* AGM 2017

1,024

AGM 2017

500

A* AGM 2017

1,000

AGM 2017

854

N&R/A AGM 2018

1,000 1,012 1,012 1,000 1,000 1,000

AGM 2017

Senegalese

A AGM 2019

Lynn Paine

American

AGM 2019

Pasquale Pistorio Vernon Sankey 3

Italian British

N&R AGM 2018 A AGM 2019

AGM: Annual General Meeting; N&R: Nomination and Remuneration Committee; A: Audit Committee. * Chairman of the Nomination and Remuneration Committee. 1 Director representing the employee shareholders appointed for 4 years pursuant to the Articles of Association (art. 16). 2 Chairman of the Audit Committee. 3

Pursuant to the Articles of Assocation, each Director must own at least 500 shares. The Board comprises a Director representing employee shareholders, appointed by the General Meeting, who is expressly designated as member of the Board in the Internal Rules. In that respect, he participates to the meetings and deliberations of the Board. He has the same obligations as any other Directors, in particular confidentiality, save for the obligation to hold at least 500 shares of the Company. As of December 31, 2016, the Company had not designated an employee Director within the meaning of article L. 225-27-1 of the French Commercial Code as these provisions were not applicable to the Company. In accordance with the provisions of the Rebsamen law of August 17, 2015, the Company will submit to the annual General Meeting ruling on the financial statement for the 2016 financial year a proposal of modification of the Articles of Association in order to allow the appointment of one or several directors representing employees. international dimension. The Board is composed for more than half of it (55%) of Directors not of a French nationality, thus reflecting the Group’s Internal Rules specify the rules on composition, functioning and the role of the Board, compensation of Directors, assessment of the works of the Board, information of Directors, the role, competence, and operating rules of the Committees of the Board, missions and Internal Rules govern the work of the Board of Directors. They employee representatives (set up pursuant to the agreement prerogatives of the Lead Director, the specific missions which can be granted to a Director and the confidentiality obligations imposed on Directors. The Internal Rules also specify the terms and conditions of attendance by the Participative Committee dated December 14, 2012 between the Company and the European Company Council – see infra) to the meetings with the Board representatives and the Board plenary meeting on the

review of the Company’s compliance practices with rules of corporate governance. As soon as appointed, a copy of the Internal Rules as well as the Charter of the Board of Directors and the Guide to the prevention of insider trading are provided to the Directors who subscribe to these documents. The content of these documents is described more specifically in the “Codes and Charts” section of the Registration Document. When a new Director is taking office, various sessions are proposed with the main Group Executives on business and the organization thereof. Lead Director In accordance with the Autorité des Marchés Financiers’ (French Financial Markets Authority) recommendation of December 7, 2010 in the Autorité des Marchés Financiers’ supplemental report on corporate governance, executive compensation and internal control, upon proposal of the Nomination and Remuneration Committee, the Board of Directors appointed Pasquale Pistorio as the new Lead Director during its meeting of December 22, 2010. The Board of Directors meetings held following the General Meeting of May 30, 2012 and May 28, 2015, decided to renew the term of office of Pasquale Pistorio as Lead Director. As per the internal rules of the Board of Directors, the Lead Director is in charge of ensuring continuous commitment and the implementation of best corporate governance standards by the Board of Directors. In that respect, he is in charge, in particular, of the assessment of the Board’s work, carried out every year under his supervision. A detailed presentation of the works also in charge of arbitrating potential conflicts of interest. He is questioned on the functioning of the Board. The Board of Directors may assign specific governance-related tasks to the Lead Director. In connection with the carrying out of his duties, carried out in that respect is available in section G.3.1.8. He is the Lead Director is assisted by the Company’s General Secretarial team for administrative tasks.

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