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

The formalized assessment carried out on the works of the Board deepen the appreciation of the works achieved at the Board level and its Committees during the 2016 fiscal year, allowed to meetings are prepared and in particular at the Committees’ level as well as in the Committees, as to the conditions in which these procedure: The assessment was carried out pursuant to the following answers a questionnaire which he is individually provided, under the supervision of the Lead Director, each Director • Director. The questionnaire addresses such topics as: with the possibility of individual interviews with the Lead the suitability of the Board and Committees composition, • the suitability of the agenda and information provided in • that respect, of the time devoted to specific subjects, the suitability of the means provided to the Committees to • carry out their mission, the quality of the recommendation from both Committees, • the quality of the minutes of meetings, • addressed/provided, the documents/information the Directors wish to be • the improvements to be made; • to report on the outcome of this assessment and consider the the Board of Directors’ meeting of February 21, 2017 in order improvements to retain. at the end of these works, an item was put on the agenda of • (the latter also being subject to an assessment).

The results of the assessment are very positive, as for the Director’s analysis and, were shared with all the Directors: previous years. The following points emerged from the Lead composition of the Board of Directors, with a very satisfactory the Directors were fully satisfied with the diversity of the • Directors of foreign nationality (6/11, i.e. 55% of members). proportion of women (5/11, i.e. 45% of members) and of appropriate at the Board level; They also mentioned that the diversity of skills was they were pleased that the Board of Directors addressed in • positioning towards competitors, as was requested last year; 2016 in details such issues as strategy, growth and Atos be renewed next year, for example through the organisation they considered that it would be beneficial for this exercise to the functioning of the Board and its Committees was most • quality of the supporting documentation and considered that appreciated; the Directors generally underlined the high Europe)- should be discussed in details at Board level one or positioning in the IT services sector in the world and in two times a year next year. Atos has been benefiting of a large recognition in the last few “Gold Class” level for a second year in a row and a n°1 DJSI years and in particular in 2016 (DJSI World and Europe at sustainability and corporate responsibility topics - for which meetings that ruled in February and July, respectively for the Officer took place twice in 2016, during the Board of Directors’ second semester 2015 and the first semester 2016, on the The assessment of the performance of the Chief Executive Chief Executive Officer’s variable compensation. achievement of the performance criteria of the Chairman and of a specific day devoted to these strategic topics;

Internal control

G.3.2

control reference framework prescribed by the AMF (Autorité des G.3.2.1 below and designed within Atos relies on the internal The internal control system whose definition is stated in section Marchés Financiers). used to describe in a structured manner the components of the The “general principles” section of the AMF framework has been internal control system of Atos — section G.3.2.3 Components of

information — section G.3.2.4 Systems related to accounting the internal control system relating to accounting and financial guide of the AMF. and financial information, in compliance with the application the internal control system. Specific attention has been given to Internal control players are described in section G.3.2.2 Internal control system players.

Internal control definition and objectives G.3.2.1

Internal control system designed throughout the Group aims to ensure: compliance with applicable laws and regulations; • application of instructions and directional guidelines settled by • general management; correct functioning of Company’s internal processes • particularly those implicating the safeguarding of its assets; reliability of financial information. •

accounting and financial areas. As for any internal control and control risks of error and fraud, in particular in the system, this mechanism can only provide reasonable assurance One of the objectives of internal control procedures is to prevent and not an absolute guarantee against these risks.

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