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G
Corporate governance and capital
G.4
Executive compensation and stock ownership
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of Directors in December and objectives for the second-half of
Group Ambitions, as they are regularly presented to the
financial objectives. The objectives are fully aligned with the
set on the basis of the Company’s budget approved by the Board
shareholders. Thus, objectives for the first-half of the year are
The variable compensation of the Chairman and CEO is
performance criteria exclusively related to quantitative and
conditional, based on clear and demanding operating
July.
the year on the basis of the “Full Year Forecast 2” approved in
indicator of the variable on-target Bonus of the Chairman and
Regarding the 2016 year, the nature and weighting of each
CEO are the following:
Group operating margin (40%),
-
paid to shareholders, and acquisitions/disposals (30%),
Group free cash flow before equity changes, dividends
-
Group revenue organic growth (30%);
-
and shares valued in accordance with IFRS standards, does
Directors ensured that compensation in the form of options
not represent a disproportionate percentage of the Chairman
Thus, according to the recommendations of the AFEP-MEDEF,
compensation of the Chairman and Chief Executive Officer.
Registration Documents of CAC 40 companies, the Board of
and with consideration of market practices documented in the
the meeting held on May 30, 2012, and upon recommendation
weight of equity based compensation in the global
of the Nomination and Remuneration Committee, has set the
percentage.
and CEO’s total compensation, by setting a maximum
Equity based compensation
: the Board of Directors, during
•
social responsibility objectives
profitability, free cash flow and revenue growth) and corporate
internal or external, and based on financial criteria (such as:
remuneration of the Chairman and CEO, such compensation
CEO is limited, per annum, to circa 45% of the global
conditions determined by the Board of Directors, whether
being subject to achieving several demanding performance
total annual equity based compensation to the Chairman and
Thus, for the period of the three-year plan “2016 Ambition”,
appointment remained unchanged.
Benefits in kind
granted to the Chairman and CEO since his
•
As fromJanuary
1, 2017
the new legal framework defined by the Sapin 2 law, the
the General Meeting held on December 30, 2016, a specific
strategic plan, Atos submitted to its shareholders’ vote, during
and CEO. This vote offered the shareholders, by anticipation of
resolution on the elements of the compensation of the Chairman
On the occasion of the presentation of the new 2017-2019
compensation of the Chairman and Chief Executive Officer,
possibility to vote on all the various elements composing the
been decided by the Board of Directors. The shareholders
which are consubstantial to the strategic plan, and as they have
approved this resolution with 81.73% of the vote.
These elements include:
is composed of:
a
total compensation in cash
, from January 1, 2017, which
•
fixed annual compensation of € 1.4 million,
•
variable compensation, subject to performance conditions,
•
maximum payment capped at 130% of the target variable
annual target being equal to € 1.65 million, with a
payment.
compensation in case of over-performance and no minimum
half-year basis and fully aligned with the Group Ambitions,
The performance objectives remain set and reviewed on a
•
as they are regularly presented to the shareholders;
equity based compensation
: for the period of the
•
compensation of the Chairman and CEO is limited, based on
2017-2019 strategic plan, the total equity based
basis of equity granted for the past financial year, in order to
Directors will adapt the equity based compensation on the
comply with this cap;
compensation of the Chairman and CEO. This 50% cap will be
consolidated financial statements, to circa 50% of the global
and not on a yearly basis. Thus, every year, the Board of
assessed over the duration of the 2017-2019 strategic plan
the fair value set by reference to IFRS 2 recognized in the
benefits in kind
that remain unchanged.
•
In accordance with the provisions of the law of December 9,
the total compensation and all fringe benefits of the Executive
fixed, variable, long-term and exceptional elements making up
Annual General Meeting which will be held on May 24, 2017.
Director will be submit to the shareholders’ vote, during the
principles and criteria for setting, allocating, and granting the
2016, the so-called “Sapin 2” law, a resolution including the