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G
Corporate governance and capital
G.5
Resolutions
Atos
|
Registration Document 2016
283
G
Resolutions
G.5
Resolutions submitted to the Annual General Meeting
G.5.1
which will be held on May 24, 2017. These notices will be posted
on the Atos Group website (“Investors” section) as required by
followed by a convening notice to the Annual General Meeting
Resolutions submitted to the shareholders’ vote will be published
in the
“Bulletin des Annonces Légales Obligatoires”
(official legal
gazette for listed companies) in a notice of meeting which will be
applicable laws and regulations.
Elements of the compensation due or awarded at the end of the closed
G.5.2
financial year to the Executive Director, submitted to the shareholders’ vote
November 2016, code to which Atos SE is referring in
accordance with article L. 225-37 of the French Commercial
Code (Code de Commerce), the elements of the compensation
According to the article 26 of the revised AFEP-MEDEF code of
due or awarded to the Executive Director related to 2016 must
be submitted to the shareholders’ vote at the Annual General
Meeting.
ELEMENTS OF THE COMPENSATIONDUE ORAWARDEDAT THE ENDOF THE CLOSED FINANCIAL YEAR 2016 TOTHIERRY BRETON, ATOS SE
CHAIRMANAND CEO, SUBMITTED TOTHE SHAREHOLDERS’ VOTE
Compensation
Components
Amounts
Comments
Fixed
compensation
€ 1,350,000 The total remuneration in cash, as from January 1, 2012, has been set by the Board of Directors on
December 22, 2011, upon recommendation of the Nomination and Remuneration Committee.
adoption of Atos’ strategic orientations to 2016.
This decision has been confirmed following the General Meeting of Shareholders held on May 30, 2012, on the
renewal of Thierry Breton’s mandate, as well as during the meeting held on November 18, 2013, following the
It is composed of a fixed part set at € 1.35 million, and of a variable part described below.
Variable
compensation
€ 1,656,991
2016 year
respect to the
due with
i.e. 122.7%
of the annual
target
variable
compensation
100% of the fixed compensation i.e. € 1.35 million.
The variable part is subject to performance conditions and can vary between 0% and 130% of the fixed
compensation, according to the level of achievement of criteria exclusively quantitative, with a target bonus at
The variable compensation of the Chairman and CEO is conditional, based on clear and demanding operating
performance criteria exclusively related to quantitative and financial objectives. The objectives are fully
aligned with the Group Ambitions, as they are regularly presented to the shareholders.
In 2016, the nature and weighting of each indicator of the variable on-target bonus of the Chairman and CEO
are the following:
Group Operating Margin (40%);
•
Group Free Cash Flow before acquisition/disposal and variation of equity and dividends (30%);
•
Group Organic Revenue Growth (30%).
•
In order to monitor Company performance more closely and establish a proactive way to support its strategic
plan, the performance objectives for the Chairman and CEO are set and reviewed on a half-year basis by Atos
Board of Directors upon recommendation of the Nomination and Remuneration Committee. Thus, the
objectives for the first-half of the year are set on the basis of the Company’s budget approved by the Board of
Directors in December and the objectives for the second-half of the year on the basis of the “Full Year
Forecast 2” approved in July by the Board of Directors.
on-target bonus), and at € 799,403 (118.4% of the semester on-target bonus) for the second semester of
by the Board during the meetings held on July 26, 2016 and February 21, 2017: for the first semester of
2016, the variable bonus of Thierry Breton, Chairman and CEO, stood at € 857,588 (127.1% of the semester
Achievement of the performance criteria and the resulting variable compensation amount have been validated
2016.
First-half of 2016
Second-half of 2016
Indicators
Weight
Payout
*
Weight
Payout
*
Group operating margin
40% >100%
40% >100%
Group free cash flow
1
30% >100%
30% >100%
Group revenue organic
growth
30% >100%
30% >100%
Payout in % of the semester
on-target bonus
127.1%
118.4%
On the basis of the elasticity curve capped at 130%.
*
before acquisitions/disposal and variation of equity and dividends.
1