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G
Corporate governance and capital
G.4
Executive compensation and stock ownership
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Fringe benefits of the Executive Director – AMF Table
11
G.4.2.5
Thierry Breton, the Chairman and CEO, does not have an employment contract and will not receive a severance payment at the end of
his mandate nor any compensation for non-compete clause in the event of termination of his mandate.
Chairman and Chief Executive Officer
contract
Employment
Supplementary
Pension plan
Payments or Benefits effectively
termination or change of position
or potentially due in the event of
payment
Non-Compete Clause
YES/NO
YES/NO
YES/NO
YES/NO
November 16, 2008 - February 10, 2009 Chief
Chairman of the Management Directory
Thierry Breton
February 10, 2009 to date
Executive Officer
NO
YES
NO
NO
Supplementary Pension Plan
: The Chairman and CEO
directors.
beneficiary group is thus wider than the inner circle of executive
members of the Group’s Executive Committee ending their
benefits from the supplementary pension plan reserved for
article L. 137-11 of the French Social Security Code. The
career at Atos SE or Atos International SAS governed by
Committee members for the benefit of the present Chairman and
The implementation of the Pension Plan of the Executive
2009, was approved by the General Meeting of Shareholders on
CEO was authorized by the Board of Directors on March 26,
Board of Directors on December 17, 2009.
May 26, 2009 under the 4
th
resolution, and confirmed by the
of performance criteria.
an acquisition of these rights conditioned upon the achievement
Atos SE and Atos International SAS examined, end of 2014 and
conditions for the acquisition of pension rights by providing for
beginning of 2015, the opportunity of strengthening the
Directors of the Company authorized on March 26, 2015 the
10
th
resolution.
International SAS, because it also applies to the Chairman and
Executive Committee ending their career within Atos SE or Atos
the General Meeting of Shareholders on May 28, 2015 under the
Chief Executive Officer. These modifications were approved by
with defined benefits to the benefit of the members of the
revision of the existing collective supplementary pension scheme
of the Nomination and Remuneration Committee, the Board of
In this context, on the basis of the report and recommendations
Within the framework of the renewal of the mandate as Chairman
French Commercial Code, the Board of Directors, on
and Chief Executive Officer, pursuant to article L. 225-42-1 of the
the 2
nd
resolution with 89.68% of the vote.
benefits to the benefit of the Chairman and Chief Executive
of the collective supplementary pension scheme with defined
General Meeting of Shareholders on December 30, 2016 under
Officer. The continuance of this commitment was approved by the
November 24, 2016, acknowledged the compliance of the
granted, performance conditions) and authorized the continuance
commitment with the Macron law provisions (cap on the rights
Performance conditions for pension rights acquisition
in respect of the supplementary pension scheme
which it will consider more relevant.
stock option plans or free shares plans or to any other condition
supplementary pension scheme is now subject to performance
According to new plan rules, the acquisition of rights under the
in particular refer to the performance conditions contained in
conditions set annually by Atos SE Board of Directors which may
year.
completion, of the performance conditions during the preceding
Each year, the Board of Directors will meet in order to verify the
Entire calendar quarters for periods after January 1, 2015 are
performance conditions set by the Board of Directors will have
supplement if they relate to a year during which the
be taken into account to determine the pension supplement.
been achieved. Failing that, the corresponding quarters will not
only taken into account to assess the amount of the pension
of Directors, either for the vesting of stock-options plans or for
performance conditions and, likewise, will only be taken into
The periods prior to January 1, 2015 are also subject to
for each year, the performance conditions then set by the Board
account to determine the amount of the pension supplement if
the vesting of free performance shares plans, were met.
entire calendar quarters related to this year will be taken into
Thus failing any performance conditions assessed for 2008, no
supplement.
account in the assessment of the amount of the pension
any additional pension.
Thierry Breton’s membership in the Executive Committee while
performance conditions here above mentioned, during Mr.
performing his various terms of office. The Board of Directors
that at least two-thirds of the years are validated under the
Moreover, for the award of the additional pension it is expected
person to verify whether this two-thirds requirement is satisfied.
will meet at the end of the term of office of the concerned
pension supplement. Failing that, he will not be provided with
If that is the case, Mr. Thierry Breton will hence benefit to a
dated July 28, 2014. The Board of Directors verified the completion
conditions than those retained for the performance share plan
For the year 2015, the Board of Directors decided on March 26,
supplementary pension scheme to the same performance
2015 to condition the acquisition of rights under the
of these performance conditions on February 23, 2016.
February 23, 2016 to condition the acquisition of rights under
For the year 2016, the Board of Directors decided on
conditions than those retained for the performance share plan
the supplementary pension scheme to the same performance
the same performance conditions than those retained for the
Directors verified the completion of these performance
dated July 28, 2015. On February 21, 2017, the Board of
under the supplementary pension scheme for the year 2017 to
conditions and decided to condition the acquisition of rights
G.4.3.1).
performance share plan dated July 26, 2016 (as detailed in