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

(it being specified that as Director representing the employee Siemens which he represents (as main shareholder of the Company having significant relationship with it), and Jean Fleming, Director representing the employee shareholders, by virtue of her quality as employee of a subsidiary of the Company Three out of eleven members of the Board are not considered as independent, namely, Mr. Thierry Breton due to his office as Chief Executive Officer, Roland Busch due to his relations with shareholders, Ms. Jean Fleming is not taken into account in the percentages of independent Directors).

Reviewof the Directors’ independence The Board of Directors, during its meeting of December 19, 2016, relying on the preliminary work of the Nomination and Remuneration Committee, reviewed the independent status of each of its members, on the basis of the above-mentioned criteria. On this basis, eight out of the ten members of the Board Remuneration Committee are both chaired by an independent Director. (i.e. 80%) to be taken into account (1) , are considered as independent, i.e. more than half of the Board members, in conformity with the AFEP-MEDEF recommendations. In particular, the Audit Committee and the Nomination and

The detailed assessment of the Directors’ independence based on the above mentioned criteria is reproduced in the below table :

Not to be, or not having been within the previous five years: Director of the corporation; - an employee or Executive - an employee, Director or Executive Director of a company that the company consolidates; - an employee, Director or Executive Director of the parent of the company or of a company that the latter consolidates

banker: Not to be a customer, supplier, investment banker or commercial - that ismaterial to the corporation or its group, - or for a significant part of whose business the corporation or its group accounts.

Not to be an executive director of a company in holds a directorship, directly or indirectly, or in which an employee appointed as such or an which the corporation executive director of the corporation (currently in office or having held such office for less than five

Qualitative criteria

Quantitative criteria (1% consolidated turnover)

Director

years) is a director

Length Importance Organisation

Nicolas Bazire Valérie Bernis Thierry Breton Roland Busch Jean Fleming

YES YES

YES YES

YES YES YES YES YES YES YES YES YES YES NO

YES YES YES YES YES YES YES YES YES YES NO

YES YES YES YES YES YES YES YES YES YES NO

YES YES YES YES YES YES YES YES YES YES NO

NO NO NO

NO

YES YES YES YES YES YES YES YES

Bertrand Meunier Colette Neuville Aminata Niane

YES YES YES YES YES YES

Lynn Paine

Pasquale Pistorio Vernon Sankey

As per article 8.3 of the AFEP-MEDEF Code, Directors representing the employee shareholders are not taken into account in order (1) to determine the percentages of independent Directors.

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