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H

Appendix

H.5

Full index

Trusted partner for your Digital Journey

328

Internal control system players

G.3.2.2

263

Components of the internal control system

G.3.2.3

263

Systems related to accounting and financial information

G.3.2.4

265

Outlook and related new procedures to be implemented

G.3.2.5

266

Statutory auditors’ report prepared in accordancewith article L.

225-235 of French Commercial Code (Code de

G.3.3

Commerce) on the report prepared by the Chairman of the Board of Directors of Atos SE

267

Executive compensation and stock ownership

G.4

268

Directors’ fees

G.4.1

268

Committees meetings in 2016.

Director’s fees paid and due to directors according to their attendance at the Board of Directors and

269

Executive compensation

G.4.2

269

Principles of the compensation of Thierry Breton – Chairman and Chief Executive Officer

G.4.2.1

269

Elements of the compensation of Thierry Breton – Chairman and Chief Executive Officer

G.4.2.2

271

Summary of the Compensation and Stock-Options and Performance Shares granted to the Chairman

G.4.2.3

and CEO – AMF Table 1

273

Summary of the Chairman and CEO’s compensation, paid by the Company and its subsidiaries – AMF

G.4.2.4

Table 2

273

Fringe benefits of the Executive Director – AMF Table 11

G.4.2.5

274

Compliance of total executive compensation with AFEP-MEDEF recommendations

G.4.2.6

276

Performance share plans and stock subscription or purchase option plans

G.4.3

276

and CEO is one of the beneficiaries

Terms and conditions of the Performance Share Plan decided on July 26, 2016 of which the Chairman

G.4.3.1

276

Achievement of the performance conditions related to the performance share plan dated July 28,

G.4.3.2

2015

278

Achievement of the performance conditions related to the performance share plan dated July 26,

G.4.3.3

2016

278

Past grants of Performance Shares – AMF Table 10

G.4.3.4

279

Performance shares granted during the year to the Chairman and CEO – AMF Table 6

G.4.3.5

281

Performance shares that have become available during the year for the Chairman and CEO – AMF

G.4.3.6

Table 7

281

Past awards of subscription or purchase options – AMF Table 8

G.4.3.7

282

Stock options granted to the top ten employees who are not company officers, and options exercised

G.4.3.8

by the ten employees with the highest number of options purchased or subscribed during

2015 – AMF Table 9

282

Stock options granted to or exercised by the Chairman and CEO during the year – AMF Tables 4

G.4.3.9

and 5

282

Resolutions

G.5

283

Resolutions submitted to the Annual General Meeting

G.5.1

283

Elements of the compensation due or awarded at the end of the closed financial year to the Executive Director,

G.5.2

submitted to the shareholders’ vote

283

Director, in respect of the 2017 year, submitted to the shareholders’ vote

Principles and criteria for setting, allocating and granting the compensation components of the Company’s Executive

G.5.3

286

Principles of the compensation of the Chairman and Chief Executive Officer:

1.

286

Compensation of the Chairman and Chief Executive Officer

2.

287

Board of Directors report to the Ordinary General Meeting on the transaction on the shares of the Company

G.5.4

290

Code and charts

G.6

291

United Nations Global Compact

G.6.1

291

Code of Ethics

G.6.2

291

No Bribery or Corruption

G.6.2.1

291

Fair competition

G.6.2.2

291

Conflicts of Interest

G.6.2.3

291

Protection of Atos assets – Fraud

G.6.2.4

292

Duty to act in Good Faith, Protection of confidentiality and privileged information

G.6.2.5

292

Alert system – employees’ rights and duties on

G.6.2.6

292

Other applicable provisions

G.6.3

292

Privileged Information and insider trading

G.6.4

292

Insider trading

292

Dealing during closed periods

293

Hedging of stock-options and performance shares

293