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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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persons entitled to do so.
of the Board of Directors may be created and certified by the
secretary of the Board of Directors. Excerpts of meeting minutes
The Board of Directors meeting minutes shall be kept by the
Works in 2016
the Board of Directors has met as often as necessary. During the
Pursuant to the Articles of Association and the Internal Rules,
87%.
Attendance of Directors at these meetings was an average of
2016 financial year, the Board of Directors met 12 times.
The Board of Directors met to discuss the following topics:
commitments are concerned:
As far as financial statements, budget and financial
review and approval of the 2017 budget;
•
review of the financial information and quarterly reports and
•
forecasts;
review of and closure of consolidated half-year and yearly
•
financial statements;
review of financial presentations and press releases;
•
off-balance commitments;
approval of parental company guarantees and review of
•
review of the presentations to be made on the Investor Day;
•
proceed to the issuance of bonds.
authorizing the Chairman and Chief Executive Officer to
•
As far as strategic projects and operations are concerned:
review of the 2017-2019 strategic orientation plan, with a
•
specific meeting in the presence of the Participative
Company Council;
Committee made up of representatives of Atos SE European
review of the strategic trends of the Group;
•
regular reviews of the external growth operations.
•
As far as compensation is concerned:
setting the elements of the Chairman and Chief Executive
•
strategic plan;
Officer’s compensation for the three years of the 2017-2019
scheme benefiting to the Chairman and Chief Executive Officer
confirming the elements of the defined benefits pension
•
on the occasion of the renewal of his term of office;
2017, and confirming the results for his variable compensation
setting the objectives of the variable part for H2 2016 and H1
•
related to H2 2015 and H1 2016;
to the Chairman and Chief Executive Officer, confirming the
applicable to the defined benefits pension scheme benefiting
the said pension scheme;
results for the performance conditions for 2015 applicable to
setting the objectives of the performance conditions for 2016
•
setting up of a performance shares allocation plan;
•
on-going performance share plans, deciding on the delivery
setting new annual objectives for the same in connection with
method of performance shares; and
the achievement of the CSR performance conditions, and
confirming achievement of performance conditions, including
•
approval of an employee stock ownership plan.
•
As far as governance is concerned:
convening the Annual General Meeting, and including on the
•
form of new shares, reviewing and approving the Board of
agenda the option for the payments of the dividend in the
Directors report to the Annual General Meeting, setting the
the dividend in new shares;
price of the shares to issue in connection with the payment of
and the age limit applicable to the Chief Executive Officer
Chairman of the Board of Directors from 70 to 80 years old
from 70 to 75 years old ;
Chairman and Chief Executive Officer. It is proposed to add an
allocation of the elements of compensation applicable to the
association in order to raise the age limit applicable to the
item (iii) drafted as follows and (iii) amend the articles of
anticipation to the “Sapin 2” law, rule on the principles and
of office of the Chairman and Chief Executive Officer and by
criteria for the determination, the distribution and the
2016, particularly in order to (i) submit the strategic
convening of a Combined General Meeting on December 30,
•
shareholders, (ii) rule on the anticipated renewal of the term
orientation plan for 2017-2019 to the advisory vote of the
audit reform;
of Directors following the entry into force of the European
approval of the modification of the Internal Rules of the Board
•
new European regulation on “Market abuse”;
dealing with the prevention of insider trading following the
review of a reporting about the new scheme of the Group
•
SE European Company Council;
Participative Committee, made up of representatives of Atos
corporate governance rules, in the presence of the
review of the compliance of the Company’s practices with
•
Rebsamen law provisions;
directors representing employees in accordance with the
review of the condition of nomination of one or several
•
agreement authorized during previous financial years).
and internal control, annual review of related parties
review of the operation of the corporate bodies and corporate
•
Board and Chief Executive Officer, nomination of the
governance (non-dissociation of the offices of Chairman of the
Meeting, renewal of the delegation of powers of the Chairman
renewal of terms of office decided by the Annual General
and Chief Executive Officer, propositions of renewal of
renewal of Thierry Breton’s term of office as Director by the
Chairman of the Board and Chief Executive Officer after the
confirmation of the composition of the Committees after the
Combined General Meeting held on December 30, 2016,
independence of Directors, conformity review of the
Directors, assessment of the Board’s work, review of the
review and approval of the Chairman’s report on governance
Company’s practices with the AFEP-MEDEF recommendations,
Remuneration Committee.
Board of Directors: the Audit Committee and the Nomination and
well as the works of the two permanent Committees of the
The Board regularly heard the review of the statutory auditors as
advisory in preparing the works of the Board which is the only
Rules of the Board of Directors. The Committees are solely
Directors. Their recommendations are discussed at length during
decision-making and liable body. They report to the Board of
The powers of these Committees are governed by the Internal
documentation generated by the Committees.
the meetings, where applicable, on the basis of the