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 ensure growth and company profitability in the tough current economic environment, as well as to take up the challenges relating to the successful integration of Siemens IT Solutions and Services.
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 corporate governance.
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 perform a yearly review of the implementation of these rules, and to publish the review of the recommendations of the AFEP-MEDEF.
Therefore, the Board of Directors held a meeting on 22 December 2011 on the yearly review of the implementation of the rules of governance. The Board also relied on the specifications brought on a later date by the reports of the Autorité des Marchés Financiers (AMF), and by the AFEP-MEDEF, on the implementation of these recommendations.
Following this meeting, the Board considered that the mechanism put in place by the Company on corporate governance matters, especially concerning the compensation of legal representatives, was consistent with the recommendations of the AFEP-MEDEF.
The detailed elements taken into consideration by the Board of Directors are available on the following website: www.atos.net.
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 systems illustrating this commitment have already been put in place in previous years by the Board of Directors upon the Chairman’s request. This includes, among others, the reinforcement of conditions for stock option or performance share plans for which the managers of the company are beneficiaries, the definite removal of golden parachutes or the appointment of a reference director.
In accordance with the 7 December 2010 AMF recommendation in the “AMF supplemental report on corporate governance, director compensation and internal control”, 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. He is questioned regularly on the functioning of the Board.
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. Ms. Neuville’s mandate was renewed during the General Meeting of Shareholders of 1st June 2011 for a term of one year.
The censor is invited to each meeting of the Board where he/she acts as observer. The Board may give him/her specific assignments. If deemed relevant, he/she can present observations to the General Meetings, based on proposals submitted to him/her.
Presence of women’s presence in the Board
From 1st January 2011 to 1st July 2011, the Company’s Board of Directors was composed of 25% of women including the censor.
Since 1st July 2011, following the appointment of Dr. Roland Busch representing the Siemens shareholder, whose application was submitted pursuant to the agreements governing the acquisition by Atos of Siemens IT Solutions and Services, the Board of Directors is composed of 23% of women, including the censor.