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G
Corporate governance and capital
G.3
Report of Chairman of the Board of Directors on corporate governance and internal control
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252
corporate governance and internal control
Report of Chairman of the Board of Directors on
G.3
Dear shareholders,
since January 1, 2016, and secondly, the internal control
procedures set up within the Atos Group.
Pursuant to Article L. 225-37 of the French Commercial Code, as
Chairman of the Board of Directors of Atos SE (hereinafter the
“Company”), let me first of all present the preparation and
organization conditions of the works of the Board of Directors
February 21, 2017.
The Board of Directors approved this report during its meeting of
The rules and principles that the Company used to determine the
compensation and benefits attributed to its senior managers and
executive officers are described in the “Executive compensation
and stock ownership” section of the Registration Document.
The rules regarding the shareholders’ participation in General
Meetings are described in the “Legal Information” section of the
Registration Document.
The factors which may have an influence on public takeover bids
are described in the “Shareholders Agreements” section of the
Registration Document.
Corporate Governance
G.3.1
[G4-13], [G4-34], [G4-38], [G4-40] and [G4-41]
Compliance with the AFEP-MEDEF Code - Frame of reference on corporate
G.3.1.1
governance
French legislation and rules published by the financial market
regulatory authorities apply to the Company’s corporate
governance.
The Company refers to the Corporate Governance Code of Listed
Companies issued by the AFEP-MEDEF (revised version of
November 2016) and has decided to use the Code, as soon as
published, as a reference in terms of corporate governance, and
to follow it up, through an annual Board meeting entirely
dedicated to these issues.
employees member of the Participative Committee (body
stemming from the European Company Council) who actively
Company’s governance practices are compliant with the
recommendations of the AFEP-MEDEF Code.
participated in the debates, the Board considered that the
In that respect, and as happens every year, Atos’ Board of
Directors met on December 19, 2016 to perform an annual
review of the implementation by the Company of these
governance principles. Following this meeting, also attended by
entirety on Atos’ website:
atos.net.
The detail of the Board’s assessment items on the
implementation of the AFEP-MEDEF Code is available in its
As at the date of publication of this Registration Document, and in compliance with the rule “Comply or Explain” set forth under
article L. 225-37 of the Commercial Code and article 25.1 of the AFEP-MEDEF Code, the Company has deviated from the following
provisions for the reasons hereafter indicated:
Recommendation of the AFEP-MEDEF Code
Justification
non-executive Directors (article 18.2 of the
AFEP-MEDEF Code)
Number of directorships for executive and
including foreign corporations, not affiliated with his
or her group.
An Executive Director should not hold more than
two other directorships in listed corporations,
As of December 31, 2016, the Chairman and Chief Executive Officer held three
mandates as Director in listed Companies outside the Atos Group, two of them
having their registered office abroad: Carrefour (France), Sonatel (Senegal)
and Sats (Singapore).
the Asian business in particular in the sectors of the applications in IT,
On October 1, 2015, the Chairman had accepted a third mandate outside the
group, as independent Director of Sats, a listed company in Singapore. The
Board of Directors, duly informed, unanimously approved this additional
appointment due to the strategic interest of Atos to develop its knowledge of
Telecom, Big Data and Security, as was the case for the directorship already
accepted by Mr. Breton in Sonatel (for Africa).