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G
Corporate governance and capital
G.2
Legal Information
Atos
|
Registration Document 2016
241
G
Provisions of the Articles of Association
G.2.3
(articles
13, 14 and 15 of the Articles of Association)
Members of the Board of Directors
The Company is managed by a Board of Directors composed of a
Shareholders. The Board of Directors will be renewed annually
that are appointed by the Ordinary General Meeting of
minimum of three members and a maximum of twelve members
Directors over the age of 70 must not be greater than one third
Directors is three years. The number of members of the Board of
the members of the Board of Directors. The term of office of the
by rotation in such a way as to allow a rotation of one third of
employee shareholders).
(this rule however does not apply to the Director representing
least 500 Company shares during the term of his or her office
of the total serving members. Each Director is required to own at
Chairman (article
21 of the Articles of Association)
The Board of Directors elects a Chairman from among its
members. The Chairman represents the Board of Directors. He
particular, that the Directors are able to carry out their
functioning of the Company’s bodies and makes sure, in
at General Meetings of Shareholders. He oversees the proper
organizes and directs the Board’s activities, on which he reports
assignments.
(article
23 of the Articles of Association)
Chief Executive Officer
to the General Meetings of shareholders or the Board of
and the Internal Rules of the Board of Directors expressly assign
Company’s purpose and what the law, the Articles of Association
the Company. He exercises these powers within the limits of the
its relationship with third parties.
Directors. The Chief Executive Officer represents the Company in
the broadest powers to act in all circumstances in the name of
title of Chief Executive Officer. The Chief Executive Officer has
an individual appointed by the Board of Directors who has the
Pursuant to the choice made by the Board of Directors, the
general management is handled either by the Chairman, or by
Notices to attend Boardmeetings and decisions of the
Association)
Board of Directors (article
18 of the Articles of
meeting in order to handle the specific matters included on the
of the Directors are empowered to ask the Chairman to call a
meeting has been called for over two months, at least one third
Board meetings is sent to Directors by the Chairman. If no Board
the Chairman to call a Board meeting in order to discuss specific
agenda. The Chief Executive Officer is also empowered to ask
interest demands and at least every three months. Notice of
The Board of Directors convenes as often as the Company’s
matters included on the agenda. Decisions are taken by majority
the voting, the Chairman has a casting vote.
of the members present or represented. In the event of a tie in
(article
17 of the Articles of Association)
Powers of the Board of Directors
the exception of powers expressly assigned to General Meetings
Company’s business and monitors their implementation. With
The Board of Directors determines the orientations of the
of Shareholders and within the limits of the Company’s purpose,
Company and settles matters through its deliberations. The
it handles all matters involving the proper functioning of the
Board of Directors.
indicating the decisions which require a prior authorization of the
Officer’s powers, where required, in its internal rules, by
Board of Directors sets the limitation of the Chief Executive
(article
25 of the Articles of Association)
Related-party agreements
responsible partner, manager, Director, member of the
one of the Directors of the Company is an owner, indefinitely
Executive Officer, one of the Deputy Chief Executive Officers or
voting rights greater than 10% or, if it is a Company
Directors or one of its shareholders holding a fraction of the
Officer, one of its Deputy Chief Executive Officers, any of its
between the Company and another company, if the Chief
the prior authorization of the Board of Directors. Agreements
article L. 233-3 of the French Commercial Code, must receive
shareholder, the Company that controls it in the meaning of
articles L. 225-1 and L. 226-1 of the Commercial Code.
operations that are concluded under normal conditions nor to
approval does not apply to agreements covering standard
company, are also subject to prior authorization. Such prior
Supervisory Board or, in general, a senior manager of this
to meet the requirements of article 1832 of the Civil Code or
deducting, if applicable, the minimum number of shares required
directly or indirectly, the entire share capital of the other, after
those entered into by two companies where one of them holds,
intermediary) between the Company and its Chief Executive
Any agreement entered into (directly, indirectly or through an
Directors’ compensation
(article
20 of the Articles of Association)
Board of Directors. The Board of Directors may in particular
determined by the General Meeting, is freely allocated by the
fees, a compensation, the aggregate amount of which, as
The members of the Board of Directors may receive as Directors’
Committees.
allocate a greater share to the Directors who are members of the