Atos - Registration Document 2016

G Corporate governance and capital

G.4

Executive compensation and stock ownership

Director’s fees paid and due to directors according to their attendance at the Board of Directors and Committeesmeetings in 2016.

2015

2016

(in euros)

Paid c

Owed d

Paid a

Owed b

Nicolas Bazire

44,500

44,000

48,500 42,966 1

44,500

Jean-Paul Béchat Valérie Bernis Thierry Breton Roland Busch Jean Fleming 3 Bertrand Meunier Colette Neuville Aminata Niane

N/A

N/A

N/A

24,877 2

33.500

N/A

24,877 2

-

-

-

-

26,000 * 35,000 * 39,500 *

29,750 * 35,000 * 47,000 *

36,500 * 39,000 * 44,750 *

26,000 * 35,000 * 39,500 *

37,000

38,000

41,000

37,000

39,500 * 37,000 *

43,250 * 38,000 *

36,250 * 41,000 *

39,500 * 37,000 *

Lynn Paine Michel Paris

9,322

N/A

44,500

9,322

Pasquale Pistorio Vernon Sankey Lionel Zinsou-Derlin

46,000 * 47,500 *

47,750 * 48,500 *

51,250 *

46,000 * 47,500 *

48,393 4 18,068 5

*

N/A

N/A

N/A

TOTAL

386,199

404,750

492,177

386,199

N/A: non applicable. These fees granted to directors residing outside of France correspond to the amounts paid or due by Atos SE before withholding tax. * Directors’ fees paid in 2016 for the year 2015. a Directors’ fees due for the year 2016. b Directors’ fees paid in 2015 for the year 2014. c Directors’ fees due for the year 2015. d Mr. Jean-Paul Béchat died on November 24, 2014. The fixed portion of his Directors’ fees for 2014 was calculated on a pro rata basis up 1 to this date. fixed portion of her directors’ fees for 2015 was calculated on a prorata basis as from her temporary appointment. Ms. Valérie Bernis was appointed Director on a temporary basis by the Board of Directors during its meeting held on April 15, 2015, The 2 Ms. Jean Fleming, director representing employee shareholders is employed by Atos IT Services UK Limited. 3 last months of 2014. An additional € 2,143 was paid to Mr. Vernon Sankey to compensate his activity as Acting Chairman of the Audit Committee during the 4 fees for 2014 was calculated on a pro rata basis up to this date. The term of office of Mr. Lionel Zinsou-Derlin ended at the Combined General Meeting of May 27, 2014. The fixed portion of his directors’ 5

Executive compensation

G.4.2

G

[G4-51]

Shareholders, which approved the renewal by anticipation of December 30, 2016, following the General Meeting of the Atos Thierry Breton’s term of office for a three-year period aligned Thierry Breton was appointed Chairman of the Management Board and Chief Executive Officer since February 10, 2009. On Board on November 16, 2008 and has been Chairman of the

Chief Executive Officer. This new mandate will end in 2019 on Directors renewed his mandate as Chairman of the Board and the date of the Shareholders’ General Meeting validating the with the duration of the 2017-2019 strategic plan, the Board of

2018 consolidated financial statements.

– Chairman and Chief Executive Officer Principles of the compensation of Thierry Breton G.4.2.1

Atos SE are proposed by the Nomination and Remuneration The principles of the compensation of the Chairman and CEO of Committee, approved by the Board of Directors and submitted to Committee’s role and composition are detailed in a dedicated the Shareholders’ vote. The Nomination and Remuneration paragraph in the corporate governance section of this document.

the AFEP-MEDEF Code to which the Company is referring: of the Chairman and CEO are established in the framework of The principles governing the determination of the compensation disproportionate share of the Chairman and CEO’s Committee ensures that no element represents a Principle of balance : the Nomination and Remuneration • compensation.

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