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G
Corporate governance and capital
G.5
Resolutions
Atos
|
Registration Document 2016
287
G
environmental responsibility
of the Company have been
established in the performance share plans granted as from
2013.
supports Atos’ commitment to corporate responsibility. In this
context, performance criteria related to the
social and
The Board of Directors, during its meeting on November 24,
2016, implemented the principle of competiveness by basing its
decision of setting the compensation applicable throughout the
plan 2017-2019, on comparisons with nation-wide, European,
international and sectoral references; this benchmarking outlined
the consistency between the Company’s performance and the
resulting financial recognition for the Chairman and CEO.
27%
On Target
bonus
23%
Compensation
without performance
condition
77%
Compensation subject
to Performance conditions
23%
Fixed
compensation
Multiannual
equity based
compensation
50%
Potential
equity based
compensation
Annual
compensation
in cash
Therefore, this compensation results from a balance between the performance of the Chairman and CEO, Atos SE social interest and
market practices.
Compensation of the Chairman and Chief Executive Officer
2.
A. Components of the compensation
following the amendments adopted by the Board of Directors,
held on November 24, 2016 and voted during the Annual
General meeting of Shareholders on December 30, 2016:
remained unchanged since January 1, 2012, now include,
Thierry Breton’s components of compensation, which had
a
total compensation in cash
, as of January 1, 2017, which
•
is maintained for the 2017- 2019 strategic plan consisting in:
fixed annual compensation of € 1.4 million,
•
compensation in case of over-performance and no minimum
payment guaranteed.
maximum payment capped at 130% of the target variable
variable compensation, subject to performance conditions,
•
annual target being equal to € 1.65 million, with a
In order to monitor Company’s performance more closely,
the performance objectives for the Chairman and Chief
Executive Officer are set and reviewed on a half-year basis.
free cash flow and revenue growth). These objectives are
closely aligned with the Group ambitions, as they are
regularly presented to the shareholders. Thus, H1 targets
are set on the basis of the budget as approved by the Board
of Directors in December, and those of H2 on the basis of
the “Full Year Forecast 2”, approved in July;
It is also important to specify that the variable
compensation of the Chairman and Chief Executive Officer is
a conditional compensation, based on clear and demanding
operating performance criteria exclusively related to
quantitative and financial objectives (such as profitability,