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

meetings. Once a year, the Participative Committee is invited to designation, among such council members, or within Atos’ employees, of a Participative Committee made up of four persons, which meets with members of the Board of Directors and discusses on topics on the agenda of Atos SE’s Board a plenary meeting of the Board of Directors corresponding to the session on the review of compliance practices of the Company with rules of corporate governance. In addition to this usual annual meeting, the Participative Committee was also invited, in November 2016, to participate to the Board Meeting dealing with the strategic plan for the next three years “Ambition 2019”. In addition, the Company has voluntarily submitted to the shareholders’ General Meeting held in 2013, and will again submit to the shareholders’ General Meeting in 2017, the re-appointment of a Director representing employee shareholders. With the implementation of all these schemes, the Company is showing its great interest for employee representation within the Group. occurs on the date at which this period of twelve years is reached. As regards Directors representing significant shareholders of the Company or of its parent company, these may be considered as being independent, provided that they do not take part in the control of the Company. In excess of a 10% holding of stock or votes, the Board, upon a report from the Nomination and Remuneration Committee, should systematically review the qualification of a Director as an independent Director, having regard to the make-up of the Company’s share capital and the existence of a potential conflict of interest. Independence criteria based on the significant nature of the relationshipwith the Company and Remuneration Committee retained: As recommended by the AFEP-MEDEF Code, as part of the assessment of how significant the relationship with the Company or its group is, the Board of Directors, during its meeting held on December 19, 2016, on the recommendation of the Nomination bidding processes; performed by the Company with a group within which an Atos Director holds a function and/or a mandate. This criterion was set on the basis of the specificities of the Atos Group activity, in particular the rigorous procedures related to answers to a quantitative criterion, being the consolidated turnover of 1% • a qualitative criteria, i.e.: (i) the duration and continuity of • the business relationship (seniority of the relationship or impact of potential contract renewals...), (ii) the importance or intensity of the relationship (potential economic dependency), and (iii) the structure of the relationship (Director free of any interest...). the Director shall not have been a statutory auditor of the • corporation within the previous five years; the Director shall not have been a Director of the corporation • for more than twelve years. The loss of the Director status

Evolution of parity at Board level As at December 31, 2016, the Board of Directors was composed for more than 45% of women. The 40% threshold was exceeded more than a year ahead of the time frame of implementation of the provisions of Copé-Zimmerman law.

Employee’s participation at Board level

order to allow the appointment of one or two directors representing employees. 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 participation of employees existing since 2012 will continue to be applied as is. In that respect, the Company has implemented an innovative scheme of participation of employees through the creation of the European Company Council of Atos SE and the Pending the implementation of this new scheme, the scheme of

Directors’ independence G.3.1.4

Definition of an independent Director As per the AFEP-MEDEF Code

The AFEP-MEDEF Code of Corporate Governance defines as independent, a Director when “ he or she has no relationship of independence of a Director: any kind whatsoever with the corporation, its group or the management of either that may colour his or her judgment ”. The AFEP-MEDEF Code also determines that a certain number of criteria must be reviewed in order to determine the the Director shall not be, or shall not have been within the • previous five years: an employee or Executive Director of the corporation, • an employee, Director or Executive Director of a company • that the company consolidates, the company or of a company that the latter consolidates; an employee, Director or Executive Director of the parent of • Executive Director of the corporation (currently in office or the Director shall not be an Executive Director of a company • in which the corporation holds a directorship, directly or indirectly, or in which an employee appointed as such or an having held such office for less than five years) is a Director; a customer, supplier, investment banker or commercial banker: the Director shall not be (or be bound directly or indirectly to) • that is material for the corporation or its group, • for a significant part of whose business the corporation or • its group accounts; the Director shall not be related by close family ties to an • Executive Director;

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