Atos - Registration Document 2016

Corporate governance and capital

G.3

Report of Chairman of the Board of Directors on corporate governance and internal control

Atos

Registration Document 2016

261

Composition

Remuneration Committee was composed as follows

(1)

During the 2016 financial year, the Nomination and

Nicolas Bazire (Chairman)*;

•

Bertrand Meunier*;

•

Pasquatle Pistorio*.

•

with the recommendations of the AFEP-MEDEF Code. As of

All of its members are independent, being in perfect conformity

Committee did not include an employee Director within the

December 31, 2016, the Nomination and Remuneration

meaning of article L. 225-27-1 of the French Commercial Code

as these provisions were not applicable to the Company.

Operating rules

Chairman and Chief Executive Officer’s presence for the setting

The Nomination and Remuneration Committee meets without the

policy and its related objectives as well as the assessment of this

of the Chairman and Chief Executive Officer’s compensation

variable compensation. The Nomination and Remuneration

latter’s performance on the occasion of the allocation of his

Committee delivers an opinion to the Board of Directors on the

performance of the Chairman and Chief Executive Officer.

The Chairman and Chief Executive Officer is associated to the

works of the Committee relating to appointments.

Works in 2016

Remuneration Committee met 5 times. Attendance of members

During the 2016 financial year, the Nomination and

to the meetings was 100%.

formulate opinions and recommendations to the Board of

order to deal in particular with the following subjects so as to

Directors:

The Nomination and Remuneration Committee met in 2016 in

and Chief Executive Officer for the three years of the

setting of the elements of the compensation of the Chairman

•

2017-2019 strategic orientation plan;

and the first semester of 2016;

Executive Officer that is due for the second semester of 2015

review of variable compensation of the Chairman and Chief

•

variable compensation of the Chairman and Chief Executive

setting of the performance objectives applicable to the

•

Officer for the second semester of 2016, and for the first

semester of 2017;

the 2017-2019 strategic orientation plan;

Chairman and Chief Executive Officer for 3 years to align it on

anticipated renewal of the term of office as Director of the

•

term of office;

Chief Executive Officer on the occasion of the renewal of his

scheme with defined benefits benefiting to the Chairman and

confirming the elements of the supplementary pension

•

Executive Officer’s compensation;

revised AFEP-MEDEF Code regarding the Chairman and Chief

review of the conformity with the recommendations of the

•

validation of performance terms and conditions of certain

•

on-going performance share plans;

shares delivery method);

performance share plans (including performance conditions,

setting of terms and conditions of certain on-going

•

proposal of 2016 and 2017 performance conditions under the

benefittingto the Chairman and Chief Executive Officer and

supplementary pension scheme with defined benefits

validation of performance conditions applicable to the

•

revised scheme;

review of a project of an employee stock ownership plan;

•

review of a performance shares allocation plan in favor of the

•

employees of the Group;

Chairman and Chief Executive Officer and a number of

AFEP-MEDEF Code (“Say on Pay”);

the Chairman and Chief Executive Officer to be submitted to

review of the presentation of the elements of compensation of

•

General Meeting in accordance with the provisions of the

the advisory vote of the shareholders during the 2016 Annual

Directors mandates during the 2016 Annual General Meeting;

composition of the Board of Directors and the renewal of

•

that was proposed during the 2016 General Meeting and the

total amount of Directors’ fees (

jetons de presence

) envelope

•

terms and conditions of allocation of these Directors’ fees;

review of the Board members’ independence;

•

or several Directors representing the employees, in

review of the terms and conditions for the nomination of one

•

accordance with the provision of the “Rebsamen” law.

[G4-44]

Assessment of the works of the Board of Directors

G.3.1.8

expectations of the shareholders by periodically analyzing its

Board of Directors must assess its capacity to meet the

composition, organization and its operation, as well as the

As mentioned in the Internal Rules of the Board of Directors, the

composition, organization and operation of its Committees.

The Internal Rules of the Board of Directors provide that for this

item on its agenda to the discussion of its operation and inform

purpose, once a year, the Board of Directors shall devote one

conduct of these assessments and the subsequent follow-up.

the shareholders each year, in the Registration Document, of the

assessment under the supervision of its Lead Director, Pasquale

Board of Directors has undertaken since 2009 the annual

In accordance with the AFEP-MEDEF recommendations, the

assessment under the same conditions as for the previous years.

meeting held on December 19, 2016, to proceed to a formalized

Pistorio. For the 2016 financial year, the Board decided during its

Independent Directors are identified by this symbol: *.

(1)