Atos - Registration Document 2016

Corporate governance and capital

G.4

Executive compensation and stock ownership

Atos

Registration Document 2016

277

The features of the performance share allocation plan are as

follows:

beneficiary, the allocation of performance shares is

in the plan such as death, disability or retirement of the

officer status by the beneficiary during the vesting period.

conditioned on the preservation of employee or corporate

Presence condition

: subject to certain exceptions provided

shares is also subject to the achievement of the following

Performance condition

: the allocation of performance

internal and external performance conditions, appraised for

each of the three years 2016, 2017, and 2018.

Internal performance conditions

For each of the three years 2016, 2017, and 2018:

following amounts:

acquisition/sales results is at least equal to one of the

the

Group free cash flow

before dividend and

•

the Company’s budget of the year in question; or

dividends and acquisition/sales results, as mentioned in

85% of the amount of the Group free cash flow, before

(i)

the amount of the Group free cash flow before dividends

(ii)

10% increase;

and acquisition/sales results for the previous year with a

the

Group operating margin

is at least equal to one of the

•

following amounts:

question, or

mentioned in the Company’s budget of the year in

85% of the amount of the Group’s operating margin as

(i)

previous year with a 10% increase;

the amount of the Group operating margin for the

(ii)

the

Revenue growth

of the year in question is at least equal

•

to one of the two following amounts:

Directors, or

budget minus a percentage decided by the Board of

Revenue growth rate as mentioned in the Company’s

(i)

targets.

Yearly growth rate per reference to the Group growth

(ii)

performance criteria must be met. If one criterion is not met for

It being specified that for each year, at least 2 of 3 internal

following year.

the year in question, this criterion becomes compulsory for the

External performance condition

achieve the rating of GRI G4 “Comprehensive” or be a member

of the Dow Jones Sustainability Index (Europe or World).

For the years 2016, 2017, and 2018, Atos Group must at least

The condition is achieved as soon as this criterion is validated for

the three years during the vesting period.

not met, the performance shares granted will be rendered

null and void.

available for sale by their beneficiaries. If the performance

conditions are not reached and/or the presence condition is

condition. The shares thus acquired will not be subject to a

conservation obligation and will be then immediately

allocated to them on July 26, 2019, subject to achieving the

performance conditions and the aforementioned presence

Atos SE dated July 26, 2016 provides for all Beneficiaries of

performance shares who are employees of companies of the

Acquisition and conservation periods

: The allocation of

performance shares decided by the Board of Directors of

Atos Group to definitively acquire the performance shares

Specific supplementary provisions applicable to the

Chairman and Chief Executive Officer

: The Board of

Directors allocated a theoretical maximum number of 56,500

decision of May 30, 2012 as confirmed by the General

Meeting of December the 27, 2013 and the Board of

to the Chairman and Chief Executive Officer, as well as his

compensation over 3 years as set by the Board of Director’s

This number takes into consideration the recommendations

of the AFEP-MEDEF Corporate Governance Code with respect

performance shares to the Chairman and Chief Executive

Officer (theoretical maximum allocation - pls. see below).

Directors of May 28, 2015.

As to its analysis, the Board of Directors, upon the

recommendation of the Nomination and Remuneration

Committee, considered the following elements:

Executive Officer represents around 6.0% of the total number

of allocated shares;

the theoretical maximum allocation to the Chairman and Chief

•

Chairman and Chief Executive Officer according to the

the principle and the supplemental requirement to modulate

•

the definitive allocation of performance shares for the

shares awarded to the Chief Executive Officer shall not exceed

45% of his global annual compensation (even in the most

effective performance of the Group in 2016

(1)

and, with

respect to the cap providing the portion of compensation in

favorable circumstances);

from 41,800 shares minimum up to 56,500 shares maximum

in case of, respectively, low or over performance of Atos

plan being achieved, the definitive allocation of performance

shares for the Chairman and Chief Executive Officer may vary

subject to the presence and performance conditions of the

•

130% of his variable compensation in 2016;

Group in 2016 corresponding to an achievement of 70% or

15% of performance shares allocated to him will also apply to

the Chairman and Chief Executive Officer;

the conservation obligation, for the duration of his duties, of

•

whole duration of the mandate of the Chief Executive Officer.

the prohibition to conclude any financial hedging instruments

•

over the shares being the subject of the award during the

Chairman and Chief Executive Officer was adjusted and validated

The final number of performance shares granted to the

variable compensation.

number of 54,700 performance shares on the basis of a 2016

variable compensation equals to 122.7% of the on-target

by the Board of Directors on February 21, 2017, pursuant to the

established rules. Thus, the actual grant corresponds to a

Modulation applicable to the members of the Atos Group general management

(1)