Atos - Registration Document 2016

G Corporate governance and capital G.4

Executive compensation and stock ownership

of Directors in December and objectives for the second-half of set on the basis of the Company’s budget approved by the Board shareholders. Thus, objectives for the first-half of the year are July. the year on the basis of the “Full Year Forecast 2” approved in indicator of the variable on-target Bonus of the Chairman and Regarding the 2016 year, the nature and weighting of each CEO are the following: Group operating margin (40%), - paid to shareholders, and acquisitions/disposals (30%), Group free cash flow before equity changes, dividends - Group revenue organic growth (30%); - Equity based compensation : the Board of Directors, during • Group Ambitions, as they are regularly presented to the financial objectives. The objectives are fully aligned with the The variable compensation of the Chairman and CEO is performance criteria exclusively related to quantitative and conditional, based on clear and demanding operating Thus, according to the recommendations of the AFEP-MEDEF, compensation of the Chairman and Chief Executive Officer. the meeting held on May 30, 2012, and upon recommendation weight of equity based compensation in the global of the Nomination and Remuneration Committee, has set the and shares valued in accordance with IFRS standards, does Directors ensured that compensation in the form of options not represent a disproportionate percentage of the Chairman Registration Documents of CAC 40 companies, the Board of and with consideration of market practices documented in the percentage. and CEO’s total compensation, by setting a maximum total annual equity based compensation to the Chairman and Thus, for the period of the three-year plan “2016 Ambition”, social responsibility objectives profitability, free cash flow and revenue growth) and corporate internal or external, and based on financial criteria (such as: conditions determined by the Board of Directors, whether being subject to achieving several demanding performance appointment remained unchanged. Benefits in kind granted to the Chairman and CEO since his • remuneration of the Chairman and CEO, such compensation CEO is limited, per annum, to circa 45% of the global

As fromJanuary 1, 2017

the new legal framework defined by the Sapin 2 law, the and CEO. This vote offered the shareholders, by anticipation of resolution on the elements of the compensation of the Chairman compensation of the Chairman and Chief Executive Officer, possibility to vote on all the various elements composing the been decided by the Board of Directors. The shareholders which are consubstantial to the strategic plan, and as they have approved this resolution with 81.73% of the vote. These elements include: is composed of: a total compensation in cash , from January 1, 2017, which • fixed annual compensation of € 1.4 million, • variable compensation, subject to performance conditions, • maximum payment capped at 130% of the target variable annual target being equal to € 1.65 million, with a payment. compensation in case of over-performance and no minimum half-year basis and fully aligned with the Group Ambitions, The performance objectives remain set and reviewed on a • as they are regularly presented to the shareholders; equity based compensation : for the period of the • compensation of the Chairman and CEO is limited, based on 2017-2019 strategic plan, the total equity based the fair value set by reference to IFRS 2 recognized in the the General Meeting held on December 30, 2016, a specific strategic plan, Atos submitted to its shareholders’ vote, during On the occasion of the presentation of the new 2017-2019 basis of equity granted for the past financial year, in order to Directors will adapt the equity based compensation on the comply with this cap; and not on a yearly basis. Thus, every year, the Board of assessed over the duration of the 2017-2019 strategic plan benefits in kind that remain unchanged. • In accordance with the provisions of the law of December 9, principles and criteria for setting, allocating, and granting the 2016, the so-called “Sapin 2” law, a resolution including the compensation of the Chairman and CEO. This 50% cap will be consolidated financial statements, to circa 50% of the global the total compensation and all fringe benefits of the Executive fixed, variable, long-term and exceptional elements making up Annual General Meeting which will be held on May 24, 2017. Director will be submit to the shareholders’ vote, during the

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