(Boursier.com) — Atos SE will hold its Combined General Meeting on June 28, 2023. In this perspective, three shareholders, holders of less than 1% of the issued share capital -Sycomore Asset Management SA (0.27% of the capital), ASDI SAS (0.69% of the capital), and NACTIS SAS Family Office (0.9% of the capital) – requested, on June 2, the addition to the agenda of 5 new draft resolutions to those initially proposed by the Board of Administration, as well as a non-voting item for discussion.
These motions for resolution relate to:
– the dismissal of Mr. Bertrand Meunier, Mrs. Aminata Niane and Mr. Vernon Sankey from their office as directors (Resolutions A, B, C);
– the appointment of Mr. Léo Apotheker as director (Resolution D); And
– the reinstatement of the function of Lead Director, assigned to an independent director.
The Board met on June 4, 2023 to consider these requests and decided to bring resolutions A, B, C and D to the agenda, in accordance with applicable legal requirements. The Board of Directors, including the Directors representing the employees, voted unanimously against resolutions A, B, C and D and unanimously recommends that shareholders vote against these resolutions.
The Board also unanimously renewed its support for Mr. Bertrand Meunier, its Chairman.
“The governance of Atos is based on solid fundamentals, the Board of Directors has the skills and expertise useful to the challenges of Atos and to ensure the return to value creation”, considers the Board. “Over the past few months, the composition of the Board has been both strengthened and renewed with the arrival of highly qualified personalities who bring their relevant and complementary skills in line with the Group’s strategic challenges”. The Board specifies that it has “always been able and continues to attract talented and experienced directors, such as Ms. Ruellan, Mr. Mustier and Mr. Collet-Billion whose election or ratification of their terms of office is proposed during of the GA”.
As regards resolution D and the appointment of Mr. Léo Apotheker as director, it was presented by the Requesting Shareholders on the deadline for filing draft resolutions, even though they had had all the latitude, since October 2022, to provide Atos with the names of their candidates so that they are fully integrated into the selection process.
In addition, this application follows a previous request, received on May 22, 2023, from Sycomore Asset Management, to appoint two new directors. These applications were carefully examined by the Governance and Appointments Committee within a very short timeframe. Although they are recognized professionals, it appeared to the Committee, but also to the candidates themselves, that their profiles did not correspond to the needs identified by the company.
With regard to Mr. Léo Apotheker more particularly, the Requesting Shareholders have failed to demonstrate that his appointment was likely to bring any added value, both from a governance and strategic point of view. The Commission also believes that this appointment could damage the company’s reputation in key markets such as North America. The Board of Directors said it was “particularly surprised at the absence of proposals or constructive solutions in terms of strategic orientations and value creation from the Requesting Shareholders, especially since the proposed candidate aims to be appointed Chairman of the Board of Directors”.