Atos: proposed change in the composition of the Board of Directors

(AOF) – The Board of Directors, on the recommendation of the Appointments and Governance Committee, ratified the following changes concerning its composition: Ratification of the cooptation as director of Rodolphe Belmer and renewal of his mandate. The ratification of the co-optation of Rodolphe Belmer, Chief Executive Officer of Atos since January 1, 2022, and the renewal of his mandate as director, will be submitted to the vote of the shareholders during the General Meeting of May 18, 2022.

Renewal of the mandates of Valérie Bernis and Vernon Sankey. Valérie Bernis has been an independent director since April 2015. She is also chairman of the CSR Committee and a member of the Remuneration Committee. Vernon Sankey has been a director since October 2009.

Appointments of Elizabeth Tinkham, Astrid Stange and René Proglio

The appointments of Elizabeth Tinkham, Astrid Stange and René Proglio as independent directors will be submitted to the vote of shareholders at the General Meeting of May 18, 2022.

An American national, Elizabeth Tinkham is a former Senior Managing Director at Accenture. She would bring to the Atos Board of Directors her long experience of cloud activities and her in-depth knowledge of hyperscalers.

A German national, Astrid Stange is the former Chief Operating Officer of the AXA group and was Senior Partner and Managing Director of the Boston Consulting Group (BCG). She would bring to the Atos Board of Directors her operational experience of large digital and operational transformations on the client side and her intimate knowledge of the financial and insurance sector.

Of French nationality, René Proglio is a partner of PJT Partners and former manager for France of Morgan Stanley and partner for 20 years at Arthur Andersen. He would bring to the Atos Board of Directors his in-depth financial and accounting knowledge and his strategic vision in terms of acquisitions and disposals.

Colette Neuville, director of Atos since April 2010, and Jean Fleming, director of Atos representing employee shareholders since May 2009, did not wish to submit their terms of office for renewal at the next General Meeting.

As a result of the non-renewal of Jean Fleming’s mandate, two employee candidates, Christian Beer and Katrina Hopkins, will be proposed to the General Meeting to represent employee shareholders. Christian Beer is Director of the Network and Communication division at Atos in Germany and Chairman of the Supervisory Board of the FCPE of Atos. Katrina Hopkins is Director of Talent, Career Management and Training at Atos International.

The Board of Directors, on the advice of the Appointments and Governance Committee, recommends to the shareholders of Atos the candidacy of Katrina Hopkins, taking into account in particular her double legitimacy to represent the employee shareholders of Atos. The candidacy of Katrina Hopkins was indeed proposed both by the Supervisory Board of the FCPE of Atos and by the employee shareholders holding their shares directly.

The candidate who obtains, at the General Meeting of May 18, 2022, the greatest number of votes available to the shareholders present or represented, will be appointed director representing the employee shareholders.

In addition, Cedrik Neike, member of the Executive Board of Siemens AG and CEO Digital Industries, who has been a non-independent director since January 2020, presented his resignation to the Board of Directors with effect from the end of the next General Meeting. The strategic partnership between Atos and Siemens remains in full force.

AOF – LEARN MORE

ATOS

=/ Key points /=

– International leader in digital transformation created in 1997, specialist in the cloud, cybersecurity and supercomputers;

– Activity of €11.2 billion, divided into 3 divisions – infrastructure & data management for 54% of sales, business & platform solutions for 34% and big data & cybersecurity for 10%;

– Geographical balance of revenues: 23% of sales in North America), 24% in Northern Europe, 24% in Central Europe and 20% in Southern Europe;

– Economic model based on expertise (16 solution groups, 2 product divisions) and the offer of business platforms (cloud, employee and customer experience, cybersecurity and zero carbon) in order to sell business solutions (data economy and digital transformation of businesses);

– Open capital (11.3% for the Siemens pension fund and 2.2% for employees), Bertrand Meunier chairing the 13-member board of directors, Elie Girard being managing director, Rodolphe Belmer to take over at most no later than January 20, 2022;

– Solid balance sheet with net debt reduced to €467 million.

=/ Issues /=

– Strategy revised in April 2021 based on the strategic study of the business portfolio –

– refocusing on cybersecurity, digital, decarbonization and the cloud, which should contribute to 65% of revenues in the medium term, reinforced by targeted acquisitions,

– towards a sale of on-site infrastructure and traditional datacenter activities, i.e. 1/5

th

revenues ;;

– Innovation strategy integrated into the business model and developed in 18 laboratories:

– 8 strategic technologies: advanced applications, high performance computing, artificial intelligence, automation, Edge and Internet of Things, immersive experience, hybrid cloud, cybersecurity,

– partnerships with university research centers (quantum computing, exascale computers, artificial intelligence, HPC, multicultural leadership, etc.) and with other players (AWS, Dell, Google, Microsoft, SAP, Worldline, etc.);

– 2 scientific communities of expert collaborators of the group;

– Environmental strategy at the service of the ecological transition supported by the Digital Transformation Factory, the Hybrid Cloud, the “Business Accelerators” solutions, the “Connected Intelligence” and the “Digital Workplace” and aimed at responding to 3 major challenges:

– carbon intensity neutrality obtained from 2028

– sales of “IT for Green” decarbonization solutions,

– use of eco-efficient “Green IT” digital solutions, such as hydrogen supercomputers or quantum technologies;

– Towards an improvement in the operating margin in Germany;

– Visibility of the activity with an order book equal to 2.1 years of turnover and an order intake ratio equal to turnover on 1

er

semester.

=/ Challenges /=;

– Rejection, during the AGM, of the 2020 consolidated accounts due to questions about the accounts of 2 American entities (11% of turnover);

– Identification of the shareholders of the American Finsur Corp which has held, since May, +5% of the capital;

– Impact of the pandemic: 1% drop in revenues at the end of June and net loss of €129 million, due to the cost of the accelerated migration to the cloud and provisions on the American subsidiaries;

– 2021 objectives, revised downwards: revenue stability, operating margin rate around 6% and positive free cash flow;

– 2020 dividend of €0.90.

The talent war has been further reinforced by the announcement of Facebook, which intends to make 10,000 hires within five years in Europe. The lack of human resources is not limited to France or Europe: it is global. Thus 1.2 million computer engineers are expected to be missing in 2026 in the United States. In France, according to Numeum, federation of the digital sector, there is a shortage of around 10,000 computer engineers out of a total of 600,000 people employed by software publishers and digital service companies (SSII). If the phenomenon is not new, it is intensifying. It is reinforced both by the hiring of certain companies, looking for developers to internalize their essential digital projects, and by the strong ambitions of certain start-ups.

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Atos: proposed change in the composition of the Board of Directors


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