Atos - Registration Document 2016

H Appendix H.5

Full index

Internal control system players G.3.2.2

263 263 265 266 267

Components of the internal control system G.3.2.3

Systems related to accounting and financial information G.3.2.4 Outlook and related new procedures to be implemented G.3.2.5

Statutory auditors’ report prepared in accordancewith article L. 225-235 of French Commercial Code (Code de G.3.3 Commerce) on the report prepared by the Chairman of the Board of Directors of Atos SE

Executive compensation and stock ownership G.4

268 268

Directors’ fees

G.4.1

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

269

Executive compensation G.4.2

269

Principles of the compensation of Thierry Breton – Chairman and Chief Executive Officer G.4.2.1 Elements of the compensation of Thierry Breton – Chairman and Chief Executive Officer G.4.2.2 Summary of the Compensation and Stock-Options and Performance Shares granted to the Chairman G.4.2.3 and CEO – AMF Table 1 Summary of the Chairman and CEO’s compensation, paid by the Company and its subsidiaries – AMF G.4.2.4 Table 2

269 271 273

273

Fringe benefits of the Executive Director – AMF Table 11 G.4.2.5

274 276 276

Compliance of total executive compensation with AFEP-MEDEF recommendations G.4.2.6

Performance share plans and stock subscription or purchase option plans G.4.3

and CEO is one of the beneficiaries Terms and conditions of the Performance Share Plan decided on July 26, 2016 of which the Chairman G.4.3.1 Achievement of the performance conditions related to the performance share plan dated July 28, G.4.3.2 2015 Achievement of the performance conditions related to the performance share plan dated July 26, G.4.3.3 2016 Performance shares granted during the year to the Chairman and CEO – AMF Table 6 G.4.3.5 Performance shares that have become available during the year for the Chairman and CEO – AMF G.4.3.6 Table 7 Stock options granted to the top ten employees who are not company officers, and options exercised G.4.3.8 by the ten employees with the highest number of options purchased or subscribed during 2015 – AMF Table 9 Stock options granted to or exercised by the Chairman and CEO during the year – AMF Tables 4 G.4.3.9 and 5 Past awards of subscription or purchase options – AMF Table 8 G.4.3.7 Past grants of Performance Shares – AMF Table 10 G.4.3.4

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279 281 281

282 282

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Resolutions G.5

283 283

Resolutions submitted to the Annual General Meeting

G.5.1

Elements of the compensation due or awarded at the end of the closed financial year to the Executive Director, G.5.2 submitted to the shareholders’ vote Director, in respect of the 2017 year, submitted to the shareholders’ vote Principles and criteria for setting, allocating and granting the compensation components of the Company’s Executive G.5.3

283

286

1. 2.

Principles of the compensation of the Chairman and Chief Executive Officer:

286 287 290 291 291 291 291 291 292 292 292 292 291

Compensation of the Chairman and Chief Executive Officer

Board of Directors report to the Ordinary General Meeting on the transaction on the shares of the Company G.5.4

Code and charts G.6

United Nations Global Compact G.6.1

Code of Ethics G.6.2

No Bribery or Corruption G.6.2.1 Fair competition G.6.2.2 Conflicts of Interest G.6.2.3

Protection of Atos assets – Fraud G.6.2.4

Duty to act in Good Faith, Protection of confidentiality and privileged information G.6.2.5

Alert system – employees’ rights and duties on G.6.2.6

Other applicable provisions G.6.3

Privileged Information and insider trading G.6.4

292

Insider trading

292 293 293

Dealing during closed periods

Hedging of stock-options and performance shares

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