Since February 10, 2009, the Company is composed as a “société anonyme” (public limited company) with a Board of Directors and a Chief Executive Officer.
This governance structure, tailored to the Group’s situation, allows for the necessary reactivity to implement the transformation and necessary actions to ensure growth and profitability in the current economic environment.
The Board decided not to separate the functions of Chairman of the Board and Chief Executive Officer in order to comply with its announced commitments to the shareholders when transforming the Company’s governance. The powers of the Chairman of the Board and Chief Executive Officer are described in the “Legal information” section of the Reference Document.
The Company determined the compensation and benefits of its managers and representatives according to a set of rules and principles described in the “Executive compensation and stock ownership” section of the Reference Document.
The rules relating to the participation of shareholders in the General Meetings are described in the “Legal information” section of the Reference Document.
The factors that can exert influence on the public takeover bids are described in the “Legal information” section of the Reference Document.
Frame of reference on Corporate Governance
French legislation and rules published by market regulatory authorities apply to the Company’s governance. The Company deems that the implementation of its corporate governance principles is adequate and in conformity with related applicable French best practices.
The Company refers to the recommendations set out in the Corporate Governance Code of listed companies issued by the AFEP-MEDEF and has decided to use the Code as a reference in terms of corporate governance. This Code is available on the following website: www.code-afep-medef.com.
The Code of Corporate Governance was adopted by the AFEP-MEDEF on 23 December 2008 and is now the new frame of reference. Since its adoption, the Board of Directors committed to run a yearly control of good-standing application of these rules, and to communicate on the monitoring of the recommendations of the AFEP-MEDEF.
2010 yearly control
The Board of Directors therefore had a meeting on 22 December 2010 concerning the yearly evaluation of good-standing application of the rules of governance. The Board made sure of the good application of these rules by the Company regarding both the initial recommendations of the Code and the new recommendation of AFEP-MEDEF, dated April 2010, on the reinforcement of women presence in the boards. The Board also relied on the precisions brought on a later date by the reports of the Autorité des Marchés Financiers (AMF) dated 12 July 2010, and by the AFEP-MEDEF, dated 6 December 2010, on the implementation of these recommendations.
Following the meeting dedicated to this subject, the Board considered that the mechanism put in place by the Company on corporate governance matters, especially concerning the compensation of representatives, was consistent to all the recommendations of the AFEP-MEDEF.
More generally, upon suggestion by the Chairman of the Board of Directors, the agenda regularly contains points on the corporate governance of the Company. Thus the Board has consistently expressed its will to take into account, and sometimes anticipate, recommendations from various bodies working on the improvement of corporate governance for listed companies whenever such recommendations are in line with the interests of the Company and of its shareholders.
Therefore, many such systems, illustrating this commitment, have already been put in place by the Board of Directors upon the Chairman’s request. This includes, among others, the renunciation of “golden parachutes” practices by the Company, the reinforcement of conditions for plans that benefit the general management, or the appointment of a reference director. Following this trend, during financial year 2010, two improvements were made: the appointment of Colette Neuville as censor, and the reinforcement of diversification and feminization of the Board.
Reference director
In accordance with the paths for reflexion indentified by the AMF in the “2009 Report on corporate governance and internal control” of 8 December 2009, the Board of Directors, during its meeting of 17 December 2009, upon proposal of the Remuneration Committee, appointed Jean-Philippe Thierry as reference director. Following the resignation of Jean-Philippe Thierry, acknowledged at the Board’s meeting of 12 October 2010, and effective as from 30 September 2010, and upon proposal of the Remuneration Committee, the Board of Directors appointed Pasquale Pistorio as the new reference director during its meeting of 22 December 2010.
The reference director is in charge, in particular, of the assessment of the Board’s work, carried out every year under his supervision. He is also in charge of arbitrating potential conflicts of interest.
Nomination of a censor
Pursuant to article 26 of the Company’s Articles of association, the Board of Directors decided to appoint Colette Neuville as censor during its meeting of 13 April 2010. The appointment was later ratified during the General Meeting of shareholders of 27 May 2010.
The censor is invited to each meeting of the Board where she acts as observer. The Board may give her specific assignments. If deemed relevant, she can present observations to the General Meetings, based on proposals submitted to her.
Reinforcement of women’s presence in the Board
The General Meeting of 27 May 2010 appointed Aminata Niane as a director. This appointment was suggested by the Board, in anticipation of the adoption of the law for a balanced representation of men and women in boards of directors and supervisory boards, voted on 27 January 2011.
2011 yearly control
The Board of Directors therefore had a meeting on 22 December 2011 concerning the yearly evaluation of good-standing application of the rules of governance, taking into account this year of the deep transformation of the Group since the acquisition of Siemens SIS in July 2011 making Atos a European leader in information technologies with an increased perimeter of 75% compared to the former Atos Origin perimeter. As every year, it especially focused on the compensation of the Chief Executive Officer in the context of the recommendations of the AFEP-MEDEF and their relevance in this new competitive framework.
The Board made sure of the good application of these rules by the Company regarding the recommendations of the Corporate Governance Code of AFEP-MEDEF. The Board also relied on the precisions brought on a later date by the reports of the Autorité des Marchés Financiers (AMF) dated 13 December 2011, and by the AFEP-MEDEF, dated 22 December 2011, on the implementation of these recommendations.
Following the meeting dedicated to this subject, the Board considered that the mechanism put in place by the Company on corporate governance matters, was consistent to all the recommendations of the AFEP-MEDEF, and for every provisions to the principle « comply or explain
Further information on Corporate Governance can be found in the Reference Document.
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