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G
Corporate governance and capital
G.4
Executive compensation and stock ownership
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recommendations
Compliance of total executive compensationwith AFEP-MEDEF
G.4.2.6
recommendations of the AFEP-MEDEF corporate governance
The Company committed in 2008 to implement the
conditions of compensation of executive directors, and to
code for listed companies, relating, in particular, to the
regularly report thereon. The Board of Directors of Atos SE met
implementation by the Company of these governance principles.
on December 19, 2016 to perform the annual review of the
d’Entreprise (High Committee for Corporate Governance) in
companies issued by the Haut Comité de Gouvernement
October 2016. Following this meeting, also attended by some
comparing the Company’s 2015 Registration Document with the
The Board assessed the implementation of these provisions by
the AFEP-MEDEF code of corporate governance for listed
statistics set out in the yearly report on the implementation of
employee representatives of the Company’s council, the Board of
practices, including on the Chairman and Chief Executive
Directors of Atos SE considered that the Company’s governance
of the AFEP-MEDEF Code.
Officer’s compensation, are compliant with the recommendations
assessment, as reviewed and updated by the Board, is made
The complete and detailed document which supported this Board
available on Atos’ website.
[G4-51]
Performance share plans and stock subscription or purchase option plans
G.4.3
long-term performance and results of the Group, notably
Atos is strongly committed to associating its employees with the
are mostly top managers of the Group, including the Chairman
through long-term incentive plans. Beneficiaries of such plans
and CEO.
Committee, decided to implement performance share plans
of Directors, upon proposal of the Nomination and Remuneration
based on performance criteria reflecting key success factors for
In the context of the 2014-2016 strategic plan, the Atos Board
associating the first managerial lines and experts of Atos.
the achievement of the Group’s ambitions with the aim of
paragraphs.
subscription or purchase options are detailed in the following
as well as the previous grants of performance shares and stock
The rules and the features of the 2016 performance share plan
which the Chairman and CEO is one of the beneficiaries
Terms and conditions of the Performance Share Plan decided on July
26, 2016 of
G.4.3.1
months, by the Combined General Meeting of May 26, May 2016
In connection with the authorization granted for thirty-eight
Company, to be issued in favor of the first managerial lines of
meeting held on July 26, 2016, and upon the recommendation of
(twentieth resolution), the Board of Directors decided, during its
the allocation of 947,885 ordinary performance shares of the
the Nomination and Remuneration Committee, to proceed with
Atos, including the Chairman and Chief Executive Officer.
the company.
condition linked to the social and environmental performance of
criteria linked to profitability, free cash flow and revenue growth,
2016, 2017 and 2018 of the new plan relate to internal financial
the July 28, 2015 plan, the plan also provides for an external
identical to those of the previous plan of July 28, 2015. As for
Performance conditions to be achieved over the three years