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

Officer for the second semester of 2016, and for the first semester of 2017; the 2017-2019 strategic orientation plan; Chairman and Chief Executive Officer for 3 years to align it on anticipated renewal of the term of office as Director of the • term of office; Chief Executive Officer on the occasion of the renewal of his scheme with defined benefits benefiting to the Chairman and confirming the elements of the supplementary pension • Executive Officer’s compensation; revised AFEP-MEDEF Code regarding the Chairman and Chief review of the conformity with the recommendations of the • validation of performance terms and conditions of certain • on-going performance share plans; shares delivery method); performance share plans (including performance conditions, setting of terms and conditions of certain on-going • proposal of 2016 and 2017 performance conditions under the benefittingto the Chairman and Chief Executive Officer and supplementary pension scheme with defined benefits validation of performance conditions applicable to the • revised scheme; review of a project of an employee stock ownership plan; • review of a performance shares allocation plan in favor of the • employees of the Group; Chairman and Chief Executive Officer and a number of the Chairman and Chief Executive Officer to be submitted to review of the presentation of the elements of compensation of • General Meeting in accordance with the provisions of the the advisory vote of the shareholders during the 2016 Annual Directors mandates during the 2016 Annual General Meeting; composition of the Board of Directors and the renewal of • that was proposed during the 2016 General Meeting and the total amount of Directors’ fees ( jetons de presence ) envelope • terms and conditions of allocation of these Directors’ fees; review of the Board members’ independence; • or several Directors representing the employees, in review of the terms and conditions for the nomination of one • accordance with the provision of the “Rebsamen” law. AFEP-MEDEF Code (“Say on Pay”);

Composition

Remuneration Committee was composed as follows (1) : During the 2016 financial year, the Nomination and Nicolas Bazire (Chairman)*; •

Bertrand Meunier*; • Pasquatle Pistorio*. •

with the recommendations of the AFEP-MEDEF Code. As of All of its members are independent, being in perfect conformity Committee did not include an employee Director within the December 31, 2016, the Nomination and Remuneration meaning of article L. 225-27-1 of the French Commercial Code as these provisions were not applicable to the Company. Operating rules Chairman and Chief Executive Officer’s presence for the setting The Nomination and Remuneration Committee meets without the policy and its related objectives as well as the assessment of this of the Chairman and Chief Executive Officer’s compensation variable compensation. The Nomination and Remuneration latter’s performance on the occasion of the allocation of his Committee delivers an opinion to the Board of Directors on the performance of the Chairman and Chief Executive Officer. The Chairman and Chief Executive Officer is associated to the works of the Committee relating to appointments. Works in 2016 Remuneration Committee met 5 times. Attendance of members During the 2016 financial year, the Nomination and to the meetings was 100%. formulate opinions and recommendations to the Board of order to deal in particular with the following subjects so as to Directors: The Nomination and Remuneration Committee met in 2016 in and Chief Executive Officer for the three years of the setting of the elements of the compensation of the Chairman • 2017-2019 strategic orientation plan; and the first semester of 2016; Executive Officer that is due for the second semester of 2015 review of variable compensation of the Chairman and Chief • variable compensation of the Chairman and Chief Executive setting of the performance objectives applicable to the •

G

[G4-44] Assessment of the works of the Board of Directors G.3.1.8

expectations of the shareholders by periodically analyzing its Board of Directors must assess its capacity to meet the composition, organization and its operation, as well as the As mentioned in the Internal Rules of the Board of Directors, the composition, organization and operation of its Committees. The Internal Rules of the Board of Directors provide that for this item on its agenda to the discussion of its operation and inform purpose, once a year, the Board of Directors shall devote one conduct of these assessments and the subsequent follow-up. the shareholders each year, in the Registration Document, of the

assessment under the supervision of its Lead Director, Pasquale Board of Directors has undertaken since 2009 the annual In accordance with the AFEP-MEDEF recommendations, the assessment under the same conditions as for the previous years. meeting held on December 19, 2016, to proceed to a formalized Pistorio. For the 2016 financial year, the Board decided during its

Independent Directors are identified by this symbol: *. (1)

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