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

persons entitled to do so. of the Board of Directors may be created and certified by the secretary of the Board of Directors. Excerpts of meeting minutes The Board of Directors meeting minutes shall be kept by the Works in 2016 the Board of Directors has met as often as necessary. During the Pursuant to the Articles of Association and the Internal Rules, 87%. Attendance of Directors at these meetings was an average of 2016 financial year, the Board of Directors met 12 times. The Board of Directors met to discuss the following topics: commitments are concerned: As far as financial statements, budget and financial review and approval of the 2017 budget; • review of the financial information and quarterly reports and • forecasts; review of and closure of consolidated half-year and yearly • financial statements; review of financial presentations and press releases; • off-balance commitments; approval of parental company guarantees and review of • review of the presentations to be made on the Investor Day; • proceed to the issuance of bonds. authorizing the Chairman and Chief Executive Officer to • As far as strategic projects and operations are concerned: review of the 2017-2019 strategic orientation plan, with a • specific meeting in the presence of the Participative Company Council; Committee made up of representatives of Atos SE European review of the strategic trends of the Group; • regular reviews of the external growth operations. • As far as compensation is concerned: setting the elements of the Chairman and Chief Executive • strategic plan; Officer’s compensation for the three years of the 2017-2019 scheme benefiting to the Chairman and Chief Executive Officer confirming the elements of the defined benefits pension • on the occasion of the renewal of his term of office; 2017, and confirming the results for his variable compensation setting the objectives of the variable part for H2 2016 and H1 • related to H2 2015 and H1 2016; setting the objectives of the performance conditions for 2016 • to the Chairman and Chief Executive Officer, confirming the applicable to the defined benefits pension scheme benefiting the said pension scheme; results for the performance conditions for 2015 applicable to on-going performance share plans, deciding on the delivery setting new annual objectives for the same in connection with method of performance shares; and the achievement of the CSR performance conditions, and confirming achievement of performance conditions, including • setting up of a performance shares allocation plan; •

As far as governance is concerned: convening the Annual General Meeting, and including on the • form of new shares, reviewing and approving the Board of agenda the option for the payments of the dividend in the Directors report to the Annual General Meeting, setting the the dividend in new shares; price of the shares to issue in connection with the payment of 2016, particularly in order to (i) submit the strategic convening of a Combined General Meeting on December 30, • shareholders, (ii) rule on the anticipated renewal of the term orientation plan for 2017-2019 to the advisory vote of the and the age limit applicable to the Chief Executive Officer Chairman of the Board of Directors from 70 to 80 years old from 70 to 75 years old ; association in order to raise the age limit applicable to the item (iii) drafted as follows and (iii) amend the articles of audit reform; of Directors following the entry into force of the European approval of the modification of the Internal Rules of the Board • new European regulation on “Market abuse”; dealing with the prevention of insider trading following the review of a reporting about the new scheme of the Group • SE European Company Council; Participative Committee, made up of representatives of Atos corporate governance rules, in the presence of the review of the compliance of the Company’s practices with • Rebsamen law provisions; directors representing employees in accordance with the review of the condition of nomination of one or several • review of the operation of the corporate bodies and corporate • Board and Chief Executive Officer, nomination of the governance (non-dissociation of the offices of Chairman of the renewal of Thierry Breton’s term of office as Director by the Chairman of the Board and Chief Executive Officer after the confirmation of the composition of the Committees after the Combined General Meeting held on December 30, 2016, Chairman and Chief Executive Officer. It is proposed to add an allocation of the elements of compensation applicable to the anticipation to the “Sapin 2” law, rule on the principles and of office of the Chairman and Chief Executive Officer and by criteria for the determination, the distribution and the Meeting, renewal of the delegation of powers of the Chairman renewal of terms of office decided by the Annual General and Chief Executive Officer, propositions of renewal of independence of Directors, conformity review of the Directors, assessment of the Board’s work, review of the agreement authorized during previous financial years). and internal control, annual review of related parties review and approval of the Chairman’s report on governance Company’s practices with the AFEP-MEDEF recommendations, Remuneration Committee. Board of Directors: the Audit Committee and the Nomination and well as the works of the two permanent Committees of the The Board regularly heard the review of the statutory auditors as advisory in preparing the works of the Board which is the only Rules of the Board of Directors. The Committees are solely Directors. Their recommendations are discussed at length during decision-making and liable body. They report to the Board of The powers of these Committees are governed by the Internal documentation generated by the Committees. the meetings, where applicable, on the basis of the

approval of an employee stock ownership plan. •

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