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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
Atos
|
Registration Document 2016
255
G
Evolution of parity at Board level
As at December 31, 2016, the Board of Directors was composed
for more than 45% of women. The 40% threshold was exceeded
more than a year ahead of the time frame of implementation of
the provisions of Copé-Zimmerman law.
Employee’s participation at Board level
order to allow the appointment of one or two directors
representing employees.
In accordance with the provisions of the Rebsamen law of
August 17, 2015, the Company will submit to the Annual General
Meeting ruling on the financial statement for the 2016 financial
year a proposal of modification of the Articles of Association in
meetings. Once a year, the Participative Committee is invited to
designation, among such council members, or within Atos’
employees, of a Participative Committee made up of four
persons, which meets with members of the Board of Directors
and discusses on topics on the agenda of Atos SE’s Board
participation of employees existing since 2012 will continue to be
applied as is. In that respect, the Company has implemented an
innovative scheme of participation of employees through the
creation of the European Company Council of Atos SE and the
a plenary meeting of the Board of Directors corresponding to the
session on the review of compliance practices of the Company
with rules of corporate governance. In addition to this usual
annual meeting, the Participative Committee was also invited, in
November 2016, to participate to the Board Meeting dealing with
the strategic plan for the next three years “Ambition 2019”.
Pending the implementation of this new scheme, the scheme of
In addition, the Company has voluntarily submitted to the
shareholders’ General Meeting held in 2013, and will again
submit to the shareholders’ General Meeting in 2017, the
re-appointment of a Director representing employee
shareholders.
With the implementation of all these schemes, the Company is
showing its great interest for employee representation within the
Group.
Directors’ independence
G.3.1.4
Definition of an independent Director
As per the AFEP-MEDEF Code
The AFEP-MEDEF Code of Corporate Governance defines as
independent, a Director when “
he or she has no relationship of
independence of a Director:
any kind whatsoever with the corporation, its group or the
management of either that may colour his or her judgment
”. The
AFEP-MEDEF Code also determines that a certain number of
criteria must be reviewed in order to determine the
the Director shall not be, or shall not have been within the
•
previous five years:
an employee or Executive Director of the corporation,
•
an employee, Director or Executive Director of a company
•
that the company consolidates,
the company or of a company that the latter consolidates;
an employee, Director or Executive Director of the parent of
•
Executive Director of the corporation (currently in office or
the Director shall not be an Executive Director of a company
•
in which the corporation holds a directorship, directly or
indirectly, or in which an employee appointed as such or an
having held such office for less than five years) is a Director;
a customer, supplier, investment banker or commercial
banker:
the Director shall not be (or be bound directly or indirectly to)
•
that is material for the corporation or its group,
•
for a significant part of whose business the corporation or
•
its group accounts;
the Director shall not be related by close family ties to an
•
Executive Director;
the Director shall not have been a statutory auditor of the
•
corporation within the previous five years;
occurs on the date at which this period of twelve years is
reached.
the Director shall not have been a Director of the corporation
•
for more than twelve years. The loss of the Director status
As regards Directors representing significant shareholders of the
Company or of its parent company, these may be considered as
being independent, provided that they do not take part in the
control of the Company. In excess of a 10% holding of stock or
votes, the Board, upon a report from the Nomination and
Remuneration Committee, should systematically review the
qualification of a Director as an independent Director, having
regard to the make-up of the Company’s share capital and the
existence of a potential conflict of interest.
Independence criteria based on the significant nature of the
relationshipwith the Company
and Remuneration Committee retained:
As recommended by the AFEP-MEDEF Code, as part of the
assessment of how significant the relationship with the Company
or its group is, the Board of Directors, during its meeting held on
December 19, 2016, on the recommendation of the Nomination
bidding processes;
performed by the Company with a group within which an Atos
Director holds a function and/or a mandate. This criterion was
set on the basis of the specificities of the Atos Group activity,
in particular the rigorous procedures related to answers to
a quantitative criterion, being the consolidated turnover of 1%
•
a qualitative criteria, i.e.: (i) the duration and continuity of
•
the business relationship (seniority of the relationship or
impact of potential contract renewals...), (ii) the importance
or intensity of the relationship (potential economic
dependency), and (iii) the structure of the relationship
(Director free of any interest...).