Atos SE (ATO) Earnings Call Transcript & Summary
May 12, 2021
Earnings Call Speaker Segments
Operator
operatorLadies and gentlemen, dear shareholders, with Elie Girard, CEO of the company, I'd like to wish you a warm welcome to the Atos General Assembly, which is once again, going to be held behind closed doors because of the COVID pandemic and because of the measures taken by the authorities. The current shareholder meeting will, therefore, be held without the physical presence of the shareholders and of any other participant apart from the General Assembly committees for us to preserve the health and the safety of our shareholders of our employees and our service providers. The participation conditions have been adapted and have been detailed in the notice of meeting, which appeared on the 23rd of April 2021 in [Foreign Language] as well as in the brochure, which was circulated to our registered shareholders and published on our Internet site. This meeting is broadcasted live via our Internet sites. I'd like to specify that the recording of this meeting will also be available at a later stage. This being said, I will proceed with the opening of the General Assembly. First of all, the committee of this General Assembly is made up of the 2 scrutineers of the General Assembly appointed by the Board in appliance with the applicable text. Mr. Paul Peterson, Human Resources Manager of the group; and Mrs. Lysiane Albareil, who represents the Mutual Fund of the Atos Group. And the secretary of this assembly, whom you all know, is Mr. Alexandre Menais, who is the group Secretary General. Ladies and gentlemen, I'd like to thank you for your presence. As for the documentation, all the legal documents required to hold this general assembly have been submitted to the committee. In appliance with the law, these documents must be communicated to the general assembly and have been put at the disposal of the shareholders on the Internet site of the company during -- 21 days before the current meeting. Therefore, we will dispense from the reading of all these documents and reports. The documents are made up of the notices of the meeting of the General Assembly, which have been published in the legal publications. The notices of the meeting, the brochure, which includes the report from the Board to the General Assembly, the letters of invitation addressed to the statutory auditors, the list of shareholders, the memorandum and articles of association, the attendance sheet, the report of the auditors, the report from the board on corporate governance, the report from the auditors on the consolidated accounts closed at the 31st of December 2020, the report on the registered accounts and other reports related to the current General Assembly. I'd like to remind you that the universal registration document 2020 is accessible on our Internet site, under the Investor heading. The General Assembly will vote on the agenda indicated in the notices in compliance with the legal provisions. As for the quorum of our meeting today, I'd like to remind you that the quorum required to hold the general assembly is 1/4 of their shares having in right to vote for the extraordinary resolutions and 1/5 for the ordinary resolutions. From the attendance sheet, we can see that the shareholders represented or having voted remotely after the first notice are accounted for 73,147,308 shares, that is 66.978% of the shares with the voting rights. This assembly will be held behind closed doors. And without voting during this session, this quorum is, therefore, definitive. Consequently, the assembly with the required quorum is legally constituted and can vote as a combined general assembly. Ladies and gentlemen, therefore, this assembly is open. The performance, vision and strategy. I'd like to give the floor now to Elie Girard, our CEO for the presentation of our performance, our vision and the group's strategy. Thank you, Mr. Chairman.
Elie Girard
executiveHello, everybody. Thank you for being here at this General Assembly meeting. I want to begin this presentation by recalling the figures, the figures for 2021, and I have to tell you how we reached our objectives in 2021. And these objectives were determined, right, in April during the health crisis. We wanted to give objectives right from April onwards and not wait until fall. So minus 3%, that's the organic evolution of our revenue; 9%, our operating margin and EUR 113 million. That is our available cash flow. 2020 was a very important year for all the achievements of the Atos group on a certain number of projects that were extremely important for the future. First of all, 2020 marked the implementation of the SPRING program to remind you that the verticalization program. That's the reorganization of the company per business sector, so as to be as close as possible to our clients and not per business or for activity. The various landmarks of spring were achieved in February 2020 and July 2020. And the last one at the beginning of this year. Now what is notable is that this spring program led to some results in terms of our order entry. So the number of orders in 2020 were the highest in the whole history of the group, with the number of orders that increased by 10% from 1 year to the other, commercial proposals, therefore, pipeline of offers that increased by 23% on a like-for-like basis. Our order entry attributed to Atos by our clients, and this increased by EUR 2 billion from one year to the other. That is the quantitative vision of the impact of the SPRING program on our sales, but now have to spend some more time and delve on one indicator. This one point, which is at the center of the group's strategy that we presented last year, and you represented last year during the General Assembly. And that is the share in the entire group revenue of the revenue in 4 areas that were selected and chosen by the group. The digital, the cloud security and decarbonization, which accounted for 46% of the revenue in 2020. Then to our group's strategy is converging towards growth in this share of the revenue in these 4 areas because in these 4 areas that the needs of our clients are expressed. These are the 4 areas where we have the strongest growth. And it is in these 4 areas that we must develop our competencies. And in these 4 areas that through SPRING, we've developed and redeveloped and refounded our portfolio of offers. And this allowed us to reach this figure of 46% after 40% in 2019, and we would like to reach 65%. This is a central indicator because this will measure the transformation of the mix of activity, the group's structure towards these digital offers: cloud, decarbonization, et cetera. That is the internal organization, the reorganization, the SPRING program, the good -- go-to-market. That is how we go to see the clients, how we talk to them, et cetera. And there is an inorganic side that -- this are the mergers acquisitions, we carried out 10 acquisitions throughout 2020, targeted acquisitions medium or small-sized acquisitions in the digital, in the cloud and security decarbonization. So all this is perfectly online, organic, inorganic, to transform the group activity structure. These 10 acquisitions accounted for an annual revenue in 2019 of roughly EUR 300 million. On the next page, you have a few additional figures for 2020. I'm not going to comment them all. I mentioned a few of them. I just have to indicate the number of employees between 104,000 and 105,000 at the end of 2020. The net income in 2020 EUR 550 million. And the last important point, which is our net debt at the 31st of December 2020 towards EUR 467 million. If you take into account the full conversion of the Worldline exchangeable shares that we issued. If we correct that effect, the net debt of the group is actually close to 0. So now I would like to focus, if I may, on a certain number of points that I mentioned very rapidly in my introduction. First of all, this very important achievement of the Atos teams, thanks to the SPRING program in 2020, which was a strong commercial dynamic momentum. This wasn't done just in one quarter with one contract or one client. Here on this graph, you can see that during each and every quarter, the book to bill was systematically higher each quarter than the same quarter in the previous year, that is in 2019. And for the full year, this ratio of book to bill reached 119%. So this is great satisfaction for us. And this is the basis of the growth we are contemplating for the future and for our midterm targets. And the other focus, the other point I'd like to focus on, I mentioned this earlier on. And this is beyond the quantitative is the qualitative aspect, that is the structure of our business, the structure of our revenue. We have to change it massively, and we have to turn it towards these 4 areas: cloud, digital, decarbonization, security, and we have to move away at the same time from the incumbent activities, technological activities, which are past technologies. 40% of our revenue in 2019 was achieved in these 4 areas: cloud, digital, security, decarbonization, 50% in the first quarter of 2021 and we will be reaching 65% over the midterm. On the right-hand side of this page, you see the means that we have used to do that, the commercial proposals that we are submitting to our clients today, that will be our revenue in the future. They are richer in these 4 areas so that we can have an accretion of our revenue, so we can increase, improve our revenue. More than 70% of our commercial proposals today for our clients are in these areas. And the second lever is inorganic. I've talked about this, that is to pursue our acquisition strategy that's bolt-on strategy in these areas midsize companies, and this will be done in the current month. And beyond the operational activity, the sales that I've described for 2020, we have continued investing in 2020 in technologies. Your company is characterized by a very strong technological content level of R&D, which is very high compared to all our competitors in the world. Here you have a few areas where we have made significant progress with the team in the group during 2020. And I want to mention all of them, but I'll like to mention Atos OneCloud, which is an offer that we launched in November, where we have put under one same roof all our cloud skills in the group, whether it is consulting, advice given to our clients so they can envisage their migration to the cloud, migration of the infrastructure and applications towards the cloud via the development of applications directly in the cloud, once the applications are in the cloud, cybersecurity of the cloud, the multi-cloud rationale, and of course, the Edge technology, where we are one of the leaders. The Edge is this technology that is local compared to the cloud, which is mutual resource. This is our vision of tomorrow's digital and of today, actually, this balance, which has been created between the data that will be in the cloud in systems that will be remote and others that will be close to the operations, whatever operations, we will be talking about whatever clients we will be talking about. The second example are the progress we'll be making in the quantic sector in 2020. The quantic is a minimum portion of our revenue, but it's going to be a future investment and major one. When you look at the government plans, regional plans that are -- took place in 2020, we see the whole point of being a leader in the quantic area. One point I like to outline in 2020 in the quantic area, we've seen the first industrial applications in the quantic area, emerging we've begun developing that with some of our clients. We have a technology, which is not a mature technology yet. It will still take few more years, but we already have the first applications that can be envisaged with our partners and our industrial customers, cybersecurity, decarbonization, we are communicating a lot on these areas, and I'll go back to this in just a few moments. Investments in our technologies and investments in our competencies and in our employees. With -- and I'll begin with that, 2020 was a very specific year for our employees because our first priority was to make sure that they -- we're safe in this very complex situation, the COVID situation. In 2021, we continued with the support to all the vaccination campaigns, just to tell you about what's happening in India, you know that the situation in India right now is extremely complicated. We are very attentive to that with our human resources department and with all our global structures to support our 35,000 Indian colleagues who are going through very rough times. So we are doing all kinds of actions in this area. I'd also like to mention that in 2020, a lot of work was carried out for our employees so as to allow them to work from their home and this was done very rapidly. You can see the figures here on this page. I'm not going to mention them again. And at the same time, we've used, if I may say so, this year, 2020, to increase the number of digital certifications that we've delivered to our employees, and there was a strong growth compared to 2019. Now to end on this point before the shareholders, I would like to warmly welcome and thank all the teams of the group that have allowed us to pursue our services and operations during this entire period, and there are still doing this, this is a major achievement, and this shows the resilience of all our employees. And once again, I'd like to warmly thank them. Now I'd like to talk about the main extra financial indicators of the group. I'm not going to speak about all of them, just some of them, maybe 3, I'll focus on 3 of them. First, this very important indicator on our decarbonization that is the tonnes of CO2 issued for millions of euros of revenue, and it went down to 14.9 tonnes of CO2 for EUR 1 million of revenue in 2020. That is a drastic reduction even if we correct it with the COVID situation. So you see your group is going faster in its decarbonization policy, although it is at the lowest level of its sector. The second thing is the Great Place to Work survey. This is a survey we carry out every year. And it is a good representation because the participation rate is close to 70% for all the group employees, and this shows and on -- a unique increase of 9 points compared to 2019, which is a reason for great satisfaction, of course. At the time when we are implementing the SPRING program, so there was a very strong approval from the employees of this program and also at the time of this COVID crisis. So all of us together, not just the manage -- employees really manage all this fantastically vis-à-vis our clients. And the last point, we've carried out a lot of actions in terms of diversity and especially diversity, gender quality. And here are a few examples. There are many more actions, of course, but I have to draw your attention on the fact that we have significantly increased from one year to the other the number of executive women, the executives that is the top 450 of the group management, we went from 13% to 30% of women, 30%, that is the number of women in the entire group, but that's also the number of women in the industry, in the IT and digital sector in the world. So therefore, we have aligned these figures, and this is very important. And the main thing is that the group Executive Committee will be able to reach this ratio. And this is what we have begun doing in the past few months. And our [Foreign Language] our purpose, and you voted on that in 2019, to anticipate the PACT law that is part now of our statute since the 30th of April 2019. You can see it here. It is based on 3 pillars: guarantee, security, inclusion and trust in the information space contribute to environmental transition, promote scientific and technological excellence. So you know this [indiscernible] which structures the group. And what is more important is that I wanted to show you a certain number of examples; more than examples, demonstrations on the next page on each of these 3 pillars. The first pillar: trust. We have -- we're progressing once again. We're now #2 in the world for managing security services globally. We have 6,000 experts in security. We continued our acquisitions in cybersecurity. You can see we're making a major effort on this first pillar. Secondly, environment, I believe I gave you some information on this. I'll come back to it, but let me stress here. Remember, we are #1 in the IT sector, in the DJSI, World and Europe, and with acquisition in 2020, up EcoAct. Third, excellence with the community of Atos experts that is getting richer and richer, our scientific community and a high-tech and innovative company called DataScaler, an accelerator, with about some 15 companies with which we partner. We reach out to clients about 15 companies, we receive each year. I spoke about our actions for the environment. Let me now turn to Mr. Chair to speak about our ambitions when it comes to net 0 by 2028, because this is the goal of resolution number 15 that has been presented to you. Here, we have a commitment of reaching net 0 in 20 years before the Paris accordance commitment. What does this mean, Net 0? This means that our -- not just the group's emissions, but our emissions under influenced about 10x greater than the group's emissions, that means a part of our clients and suppliers. It's our ecosystem. We take into account all these emissions. And we reduced them sharply with a residual amount in 2028 that will be offset entirely so that net emissions by 2020 under control and under influence will be 0. That is the strongest commitment in our sector. And what's also interesting to note is that on Page 15, you can see the concrete initiatives for doing so. Atos' expertise in low-carbon for the group and decarbonization for our clients because you know that we set up a business line to sell this low-carbon activities to our clients, including to EcoAct. It is our expertise with EcoAct that can make it concrete to high-tech concrete solutions so as to reduce carbon emissions. You may find an example to the right of this page, that, that would not be [indiscernible] but it relates to the data center infrastructure, and of course, homeworking -- working from home, we're recycling, we're producing an internal carbon price to change behaviors within the company and so on and so forth. I would end with 2 payments to 1 and beyond. On Page 16, a reminder of our objectives for 2021 and our medium-term targets. Both backed by our organic transformations in the group, meaning the full effect of the spring transformation that we are now starting to see results. And the goal once again of transforming our revenue, modifying our revenue structure with 65% of revenue in the medium-term, in digital, cloud security and decarbonization, organic, inorganic, too, with targeted acquisitions in all 4 areas, we showed this in 2020. We announced 3 other initiatives in the first quarter and the possibility of a more significant acquisition. But once again, only if it is compliant with our growth program and our medium term targets. On the last page, a reminder of 4 other priorities for transformation and that are so important for 2021, making it a year of transition. With our plan to guarantee it will be back to growth in North America in the third quarter. For many years, now North America has been in difficulty in -- at Atos, and we must methodically roll out this plan for return to growth and profitable growth in North America. Secondly, our plan to improve profitability of a part of our businesses in Germany, infrastructure in Germany, as we said before recently, it is losing money, and this is extremely important and we must solve this quickly, together with employee representatives in Germany, of course. Thirdly, with the Board, we decided to start to restructure a non-core assets. And I think we will tell you more in the first half, with the first vision of this portfolio strategic review. And lastly, but just as importantly, on top of the SPRING transformation, and the different additional transformation plans I just announced, we started and we must continue with a deep-seated plan for a deep-seated internal cultural change in the group in several areas to increase customer intimacy and customer mindset for all employees in the group: onshore, offshore, finding the right balance and intense work yet to be done to generate profitable and sustainable and structural growth and so on. Thank you for your attention. Thank you, Mr. Chair.
Bertrand Meunier
executiveThank you, Elie, for your very clear presentation. Mr. Uwe, the Chief Financial Officer of the group, will now be presenting in great detail the financial performance of our company for 2020.
Uwe Stelter
executiveI will give you, in this part, the key financial figures for 2020 and the perspective for 2021 on the path of our midterm plan. On the next slide, you can see the financial overview. This is the fact sheets with the main financial KPIs, and I'm going to detail each of them over the next slide. Starting with revenue and operating margin then to OMDA statements, how free cash flow was generated and what it means for net debt at the end of 2020. As you know, the accounts received an unqualified opinion from the statutory auditors, except a qualified opinion on 2legal entities in the U.S., which represented in 2020, 11% of the group revenue. The group launched a full accounting review of those 2 legal entities. The next step of communication on these topics is planned at the time of H1 results publication in July this year. Before going to the revenue, let's have a look at the development of our backlog over the last quarters. As a result of our record-high bookings, full backlog increased by almost EUR 2 billion, up 10% year-on-year. In addition, the backlog at January 1, 2021 for revenue this year is plus 8% compared to the same figures last year, representing circa EUR 600 million more. The EUR 3 billion of the site extension with Siemens for 5 years are excluded from these figures. Let's move to the next slide on the evolution of our business mix. In 2020, the group has made solid progress towards its midterm target to increase the revenue share in cloud, digital, security and decarbonization to 65%. Coming from 40% in 2019, the share was increased in 2020 by 6 points to 46. In addition, more than 70% of the sales pipeline at the end of 2020 was in this area. This is a very good signal that the organization is selling the right portfolio. The acquisitions made in 2020 are clearly reinforcing this trend. Let me cover those acquisitions on the next slide. In line with its midterm plan, the group completed 10 acquisitions in 2020. All of them are in the targeted areas of the group for bolt-on acquisitions. Digital, through the acquisitions of Miner & Kasch, AliA Consulting, Eagle Creek and SEC Consult. Cloud with the purchase of Maven Wave and Edifixio, security with the acquisition of Paladion, digital.security, SEC Consult and motiv. Decarbonization with the reinforcement coming from EcoAct. The 10 acquisitions have been all self-financed. In 2019, they represented a total revenue above EUR 300 million. On the next slide, let's look at the operational performance by industry. Manufacturing reported a decline of 9.6% organically, coming from minus 14.8% in Q2. The industry was impacted by COVID in automotive, aerospace and industrial services, especially in Southern Europe, North America and Central Europe. The industry has partially compensated the margin impacts from lower volumes, but also had higher costs in difficult contracts in the first half of the year. Margin, therefore, closed at 3.3%, well below the group average. Financial service and insurance revenue was minus 3.6% organically and minus 2.5% at constant currency, improving significantly from the minus 6.1% in Q2. The industry successfully ramped up a large insurance contract in the U.K., but was also impacted by several banks postponing discretionary spend. Operating margin was 12.3%. Despite lower revenue generation, the industry benefited from the strong contribution of Syntel activities and cost synergies as well as from cost saving actions. Public sector and defense recorded a growth of plus 7.5% organically. This performance was driven across the strong demand for high-performance computing solutions and digital transformation projects. Operating margin reached 10.1% of revenue, stable versus the previous year. Telecom, media and technology revenue declined by minus 5.3% organically, minus 3.7% at constant currency. Decline was caused by the legacy unified communication and collaboration business, new cloud solutions, not yet fully offsetting this legacy erosion. Operating margin improved by 70 basis points versus previous years, thanks to cost actions. Resource and services declined by 8.7% organically. Within this industry, Energy & Utilities generated growth, particularly with Digital Workplace solutions and with new Big Data projects. The situation with customers operating in retail and transportation was more challenging in the context of COVID. Operating margin reached 7.4% of revenue. The margin was strongly impacted by the revenue impact in the subindustry, transportation, hospitality and nonfood retail. Health care and life sciences revenue was EUR 1.288 billion, growing by 0.7% organically, plus 1.4% at constant currency. It benefited from the ramp up of Digital and Big Data. Operating margin at 12.4% was roughly stable with previous year. The next slide shows that most of the geographies progressively recovered in 2020 quarter-by-quarter, with demand picking up for Digital Workplace solutions, cloud transformation, Big Data and security projects. North America landed at minus 6.1% for the year, but at constant currency, North America declined only by minus 2.2%. The cost action plan implemented in Q2 has well mitigated the revenue impact in most of the geographies. This led to an operating margin of 9.0%. The situation remained challenging in Central Europe due to the lack of flexibility in labor costs as well as some one-offs on difficult contracts in the first half. On the next slide, you see the development by division. Infrastructure and Data Management revenue proved to be resilient at minus 3% organically and minus 2.1% at constant currency. Business & Platform Solutions, was most impacted by COVID, was down by 7.9% organically for the year, but improving progressively since Q2. Big Data & Cybersecurity continued to grow strongly at 15.8%. The the next slide shows that the cost program initiated back in April right at the beginning of the crisis has reduced resource costs by circa 2%, travel costs by circa 70%, and other non-personnel costs by circa 2%. Many of those measures have structural impacts and will deliver continued savings in the future, as indicated on the right side, while an additional focus is on hiring the right employees to support our growth agenda. On the next slide, I'd like to give an update on the Syntel synergies. As a reminder, we targeted back in 2018 to deliver revenue synergies of USD 250 million run rate end of 2021, with half of that reached end of 2020. With all deal signs so far, we have achieved circa USD 300 million versus the USD 250 million target. Those synergies include contracts we would not have signed without Syntel. Either cross-selling into Atos or Syntel clients or selling together into new customers. On the margin side, in 2020, we reached USD 90 million run rate versus the USD 120 million target to be achieved for 2021, meaning we are on track. In the USD 90 million, 20 million came from real estate, G&A and procurement savings, and 70 million from margin improvements on the contracts transferred to Syntel. Moving now to the income statement. As the Worldline transactions, both the sales of shares and the optional exchangeable bond impact multiple lines in the income statements, we have explained those impacts on the right side. Adjusting for those Worldline effects, the net income group share is EUR 343 million in 2020, which is also the base for the dividend payment of EUR 0.90 per share proposed by the Board of Directors to the Annual General Meeting. Important to note as well as the evolution of the reorganization, rationalization and integration costs at 1.8% of revenue versus the 2% communicated at the Analyst Day in June 2020 for the adaptation of the workforce in several European countries and in particular, in Germany. With the finalization of the Syntel integration costs and the completion of the Germany program in 2021, we expect this to go below 1% of revenue in 2022. Before going to free cash flow, cash flow, our first time implementation of a carbon adjusted earnings per share. The CO2 emissions are valued at EUR 20 per ton. 2020 versus 2019, we decreased emissions by almost 15% on the scopes 1, 2 and 3. This translates to EUR 10 million CO2 cost reduction and improves the carbon adjusted normalized diluted EPS by EUR 0.10 or 1.5%. Let's go now to the free cash flow, which reached EUR 513 million in 2020. Main points to highlight are: change of provisions is close to 0 in 2020, indicating a better profit quality. CapEx was stable at 2.9% of revenue; reorganization, rationalization and integration cash out together are 1.7% of revenue. And the cost of net debt decreased to EUR 33 million compared to EUR 64 million the year before in 2019, thanks to the repayment of EUR 600 million bond in April. Leading us to the net debt slide. M&A activities led to a net payout of EUR 470 million. The disposal of the Worldline shares resulted in EUR 1.4 billion positive cash contribution. Including the share buyback and foreign exchange effects, the net debt stood at EUR 467 million at the end of December 2020. Assuming the full conversion of the optional exchangeable bond, the group was net debt-free at the end of 2020. On the next slide, the total headcount was 104,430 at the end of December 2020, down by minus 3.6% compared to December 2019. During the year, the group welcomed more than 1,800 new employees from acquisitions. I would like now to come to 2021 and put this in context with our midterm targets communicated during our Analyst Day in June 2020. The 2021 revenue objective of 3.5% to 4% at constant currency includes circa 2% from self-financed M&A on our way to reach 5% to 7% midterm. On operating margin, we target to do a significant step in 2021 towards returning back to pre-COVID level in 2022. Finally, free cash flow, we target EUR 550 million to EUR 600 million at the end of 2021. Thank you very much for your attention.
Bertrand Meunier
executiveThank you, Uwe. I'd now like to present the Board of Directors' report on corporate governance. In accordance with Article L-225, 37 and 22108 et al of the French Commercial Code, the universal registration document for 2020 includes all items in the Board of Directors report on corporate governance as reflected by matching table in Section 4.2.6 on Page 126 of the support. The corporate governance support takes note of the following: As regards to governance, the Board takes into account market recommendations on improving governance in listed companies and anticipates the best practices. In particular, the report recalls that the company is compliant with the good governance principles, in particular, the corporate governance code of the [indiscernible] as amended in January 2020. The report describes the annual review of compliance with these rules carried out by the Board during a specific meeting dedicated to these matters in the reporting of December 2020, and findings are put online on the company's website. The report shows how directors are involved in the works carried out by the Board and the specialized committees. A lot of work has been carried out. The participation rate is extremely satisfactory. 95.6% on average for 17 meetings in 2020. The report also takes into account the diversity applying to the Board members, competencies and professional experience in many different areas. Board members have a vast professional experience in different sectors of activity, as you can see. And that highlights the diversity of expertise can be seen in the variety of profiles of the Board members who have professional experience with different training in technology, cybersecurity and finance, management, governance and CSR, amongst others. As regards to gender equality. The Board is composed of 46% women. And in 2020 it receives a new woman board member representing employees. This percentage is in line with the APAC medical [indiscernible] code recommendations. And the Board will continue to contemplate appointing new female Board members. As regards to nationalities, the proportion of foreign Board members has reached 54%, which is in line with the group's international scope. Independence. 60% independent board members. The AFEP-MEDEF code recommendations. The average age of board members is 58 years of age in 2020 versus 63 in 2019. Employee representatives, the Board has 1 Board member representing employee shareholders, Mrs. Jean Fleming; and now 2 employee board members. Mrs. Vesela Asparuhova and Mr. Fares Louis. And I would like to commend them for their contribution to our work. The report also carries out a detailed analysis of the modus operandi and were carried out in 2020 by the Board,and its specialized committees. After they preparatory work, they pass on their recommendations to the Board. In this respect, the first of December 2020 to be aligned with the best governance practices, the Board of Directors has decided to separate missions that were previously allotted to the committee of appointments and compensation, and to separate it into 2 separate committees, the committee of appointments and governance on the one hand and the compensation committee on the other hand. After this change in governance, the Board of Directors is now composed of both committees, the 2 I just mentioned, in addition to the Audit Committee and the corporate and environmental -- Corporate and Social Responsibility Committee. Taking into account the separation between the functions of the Chairman of the Board and the Chief Executive, since over 1 year, the Board has decided not to maintain the mandate. The missions that were previously held by the lead director and not taken over by the Chairman of the Board, have been passed on to the new committee of appointments and governance. The report also notes the appointment procedure for selecting independent board members as carried out by the Board. Regarding directors' compensation, the universal registration Document 2020 contains a part -- section presenting the compensation paid in 2020 to company directors and the compensation policy applied to them in 2021, that can be seen in Section 4.3 of the report. This will now be presented to you in detail by Mrs. Aminata Niane, chairwoman of the compensation committee, and I give her the floor.
Aminata Niane
executive[Foreign language] Ladies and gentlemen, shareholders, hello. As chairperson of the Compensation Committee, I must present the compensation of your company directors as to present [indiscernible] rules elements for compensation due or allotted for 2020, as well as compensation policies for fiscal year 2021. All details on resolutions requiring your approval have been placed at your disposal in the 2020 universal registration document in Section 4.3 and partly is restated in the notice of meeting. Under the ninth resolution, you must vote on the compensation of Mr. Bertrand Meunier for his mandate as Chairman of the Board for 2020. The compensation policy of the Chairman of the Board [indiscernible] global manageable and transparent compensation in line with market practices. This compensation does not contain any [indiscernible] component or component in securities. This is nothing to be [indiscernible] of the company's performance. The compensation policy for the Chairman of the Board was approved by the Annual General Meeting on the 16th of June 2020 in the [ 21st solution]. For this policy, the only component is a fixed annual compensation that is close [indiscernible]. Mr. Bertrand Meunier will not receive any additional compensation for his office as a Board member. [indiscernible] to COVID-19 and the social economic consequences, Mr. Bertrand Meunier, in line with the Board of Directors, has decided to reduce his fixed compensation by 30% for a period of 3 months, going from March to May 2020. The gross annual fixed compensation paid for 2020, therefore, amounted to [ EUR 370,000 ]. Let me now present the compensation of Mr. Elie Girard for 2020, the CEO, approved by the general -- Annual General Meeting on the 16th of June in 21st resolution. The compensation policy for the Chairman seeks to support the company's strategy and align its interest [indiscernible] come back to that. The Chief Executive Officer overall compensation also includes compensation in kind, including in cash, fixed portion and a variable portion, purely annual payable compensation in securities and benefit in kind with the amount that you can see on the screen. He does not receive any additional compensation for his mandate as board member, and has no [indiscernible] no commitment as he does any additional ventures. The global compensation structure is therefore designed based on a pay-for-performance approach with a significant variable portion as well as annual and multi-annual horizons. The [indiscernible] targets each half year by the Board for the short-term variable compensation. The [ attainment ] of this criteria [indiscernible] variable compensation arising there from were validated by the Board, and performance were contrasted between the 2 halves of 2020. The variable compensation of the CEO reached [ EUR 115,069 ] or 22.8% of his target variable compensation for the first half of 2020. And EUR 568,456 for the second half or net 95.7% of his target variable compensation. The total variable compensation due for 2020 therefore comes for 62.2% of the target variable compensation. Bear in mind exceptional circumstances due to the COVID-19 health crisis, the company's Board of Directors have decided at this meeting held on the 21st of April 2020 to revise the 2020 financial targets for the group, which were communicated by the company as of the 22nd of April 2020 when it reported its revenue for the first quarter despite the uncertainties that still remain with respect to the extent and duration of the health measures taken by the authorities fighting the pandemic and that may impact the recovery of business. Nevertheless, in order to share the efforts to be made by the different stakeholders, the Board maintained the budgetary targets defined before the COVID-19 impact for determining the CEO's variable compensation for the first half. Only the budgetary targets for the second quarter were set based on the financial targets of 2020 revised and which were attained as confirmed by the -- with the publication of the 2020 results on the 18th of February 2021. Mr. Elie Girard also decided, in agreement to the Board, to reduce its fixed and variable compensation by 30% for a period of 3 months from March to May 2020, and to abandon 3,000 rights to shares or 9.4% of development in 2020 our performance shares that were initially granted. This additional effort granted by Mr. Elie Girard is combined with the impact on his compensation, the decision to maintain the budgetary targets defined before the COVID-19 impact for setting this variable compensation for the first half as well as for setting this multi-annual compensation in stocks. Overall, they've granted for solidarity measures and for his annual total compensation in 2020 is estimated at approximately EUR 1 million or 27% of the expected total compensation. Furthermore, Mr. Elie Girard decided to relinquish 3,000 rights to share as per the performance shares of 2019, he could have benefited from, or 18.9% of the total amount allotted in 2019. The elements composing the total compensation and advantages, benefits of all sorts paid in the year ended on the 1st December 2020 to Mr. Girard for his term as CEO, subject to your approval under the tenth resolution. You have noted the sections, 4.3.2 and 4.3.3 of the Universal 2020 registration document, which are part and parcel of the report on the company's corporate governance and which present the information referred to in Paragraph 1 of Article L-22109 of the French Commercial Code on the compensation of company officers in 2020. You will note that total directors' compensation due for 2020 amount to EUR 503,083. Your overall approval of these elements is requested in 11th resolution. That now leads me to present the compensation policies requiring your approval in the next 3 resolutions. First of all, let me remind you that the compensation policies that were drawn up within the framework AFEP-MEDEF code that governs your company. The principles of this code govern the determination and -- the determination of corporate officers' compensation. The compensation policy for the Chairman of the Board, the Chief Executive Officer and Board members is set by the Board of Directors on the proposal of the compensation committee and presented to the general meeting for a vote. The compensation committee therefore ensures the competitiveness of compensation paid to corporate officers by carrying out regularly surveys on compensation and recommending a compensation strategy contributing to implementing a long-term strategy that will enable a sustainable company. The overall compensation structure for corporate officers, executive officers, is drawn up based on a pay-for-performance approach with a significant portion that is variable linked to annual and multi-annual horizons in compliance with the social interest of the company. This approach enabled us to have a transparent competitive and motivating framework, enabling the group to attain its ambitions and to be committed only with respect to a limited portion of the total company's compensation independent of the company's performance over the short and medium-term isn't sufficient. Furthermore, the total compensation of corporate officers excludes any form of exceptional commitment especially when it comes to the termination of functions. The compensation policy, therefore contributes to the strategy and the company's sustainability within the respective social interest. First of all, shareholders are called upon to vote on the compensation policy for Board members, with the ceiling maintained at the same level as that approved by the general meeting on the third of April 2019. It is proposed to keep unchanged with respect to 2019 and 2020, the terms and conditions for sharing this compensation between the Directors, as described in the universal registration document and the majority being paid out based on [indiscernible] . As regards, the compensation of Mr. Meunier as Chairman of the Board of Directors, the Board, on recommendation of the compensation committee, proposes that his compensation should exclusive entail, as was the case in 2020, an annual fixed compensation of EUR 400,000 paid monthly. Based on the principles referred to a few moments ago, then taking into account the market practices, the Board has determined that the Chief Executive shall receive the following compensation. A fixed compensation of EUR 950,000, a variable compensation for the objectives reached at 100%, representing 125% of the fixed compensation, with a maximum limited payment to 130% of the targeted compensation, without any minimum guarantees in the absence of performance. For 2021, 3 key indicators have been retained for his variable compensation. Growth of the revenue on a like-for-like basis, which accounts for 40% of the allocation; the operating margin, 30% of the allocation; and the available cash flow, which accounts for 30% of the allocation. Mr. Elie Girard will also benefit from a multi-annual variable compensation with limited securities, IFRS value, roughly 50% of his annual compensation. For 2021, the variable compensation in securities would take the form of an allocation of shares, subject to the realization of performance conditions to be achieved over a period of 3 years in the framework of the 2021 allocation plan, which is submitted to your authorization under Resolution 20. The performance criteria, under which the acquisition of all part of the allocated shares, would be conditioned to, would be partly financial and partly related with the corporate responsibility and environmental responsibility of the company. They are presented to you in Resolution 20. The overall compensation of the CEO is, therefore, structured for 70% as a variable share, similar to the performance conditions, and 22% as a fixed share. Thank you, ladies and gentlemen.
Bertrand Meunier
executiveI'd like to thank Aminata and the Compensation Committee for their work and for this presentation. Mr. Jean-Francois Viat, associate of Deloitte and associates will present for the College of Auditors, the report from the College of Auditors.
Jean-Francois Viat
attendeeMr. Chairman, dear shareholders, good afternoon. On behalf of the College of Auditors, Deloitte and [indiscernible], I'd like to tell you about our mission for the fiscal year closed at the 31st of December 2020 and to give the reports issued, our reports for the ordinary and extraordinary ratings concerned the accounts of [ party ] agreements and operations on the share count. Deloitte also issued a report on the corporate information environmental and consolidated corporate accounts, which figure in the report. All this has been with the management and the Audit Committee of your group as well as with your Board. I'd like to summarize the main points by briefly giving you a few contextual elements on the exercise of our mission before presenting our conclusions. I'll work on the accounts, first of all. The objective was according to the professional standards, to obtain a reasonable assurance that the group's consolidated accounts established according to the IFRS reference and the Atos SE annual accounts established according to the French accounting principles do not bear any material misstatements. Our 2 offices worked in France and abroad in all the significant entities of your group. Our approach and our due diligence were adapted to the organization of your group to specificity and to the risks identified based on quantitative and qualitative criteria. We base ourselves as much as possible on the internal control setup and have covered current operations as well as the particular event of that fiscal year. In 2020, the key points of the audit related to the material misstatements that we have identified, considering the [indiscernible] weight in the account as well as the high degree of estimates and judgment required, especially to determine the assumptions used to assess them, bear off of consolidated accounts on the accounting of the revenue in the long-term service contract, lump sums, litigation, the evaluation of goodwill, evaluation of the commitments in terms of the defined benefits and the accounting of the deferred tax assets under the losses carry forward. And as for the Atos SE annual costs, it is on the equities. You will find a description as well as the work implemented to respond to these risks in the reports figure in the universal registration document on Page 259 for the consolidated accounts and on Page [ 334 ] for the annual accounts of Atos SE. Our appreciations are part of our audit approach of our accounts, and this is done altogether, and this helps us form our opinion. I'd like to remind you that our work took place in the context of the COVID-19 crisis, which created some very specific conditions for the preparation and the auditing of the accounts of the fiscal year. As you know, we have identified 2 entities of the group located in the United States that account for 11% of the consolidated revenue and 9% of the consolidated operating margins; several points of weakness in internal control related to the preparation of the financial information and accounting of the revenue. And this led us to observe several accounting errors as well as the possibility of overriding of controls. As part of the additional audit procedures that we have set up in the circumstances, we could not achieve, in the due time, all the work that would have been necessary. So therefore, it is with this reservation that we search [indiscernible], your group's consolidated accounts are true and fair according to the IFRS standards and give a faithful image of the period and the financial situation of your group. Besides, we have issued an unqualified opinion on the annual accounts of your company. Our report also account for the specific verifications as per loan, which aim at ensuring the sincerity of some information given in the management report, the Board report and the corporate governance reports and the documents addressed to the shareholders. And we have no observation to formulate on this apart from the eventual reservation that we described earlier on. And the company has decided to report the application of the information formats, unique electronic information format, under fiscal year 2021. And we have no conclusion to make on that. I'd like to summarize the 3 other reports that we had to establish, and you'll have 2 votes on this. The first report is our special report on related party agreements, which dates about a new convention related to 3 customer relationship agreements and the persons of agreements already approved in the previous years with the Siemens company and several other, of course, extraordinary general meeting at this time on operations affecting the registered capital of your company as presented in Resolutions 17 to 20, on which you will have to vote. These various reports do not call for any particular comments from us, which would need to be brought to your attention. Deloitte has also issued a report presented on Page 258, which concerns the extra financial performance statement, formerly in the CSR information, and it affirms compliance according to the provision set by law and issues no reserves on this information. And the reports are to your disposal if any shareholder makes a request. Thank you, ladies and gentlemen.
Bertrand Meunier
executiveThank you, Jean-Francois Viat, and I'd like to thank the auditors for their work. I have to specify that the reports of the auditors are available on the Internet site of the company in the section, Investors Shareholder Meeting. I remind you that the priority of the Board and of the company is, of course, to be able to raise this reservation of the auditors, and I can assure you that we are working very hard on this. I now suggest we go on to the question-and-answers section. I give the floor to Alexandre Menais, who's the Secretary General.
Alexandre Menais
executiveThank you. Mr. President. This question section will take place in 2 parts. First, we will have the written questions that were sent by the shareholders in advance, and the questions put directly by our shareholders, shareholders who are following the broadcasting of our meeting on the Internet site. As for the written questions, we received written questions from some of the shareholders. All these written questions and answers that will be brought will be published on the Internet site of the company under the section Investors General Meeting or Shareholder Meeting as soon as possible after the shareholder meeting. As for the questions in real time, in addition to the written questions, the company has allowed the shareholders to put their questions live during this meeting [indiscernible] which is innovative and secure, which is the Atos Vote Application, which was all we used during our 2 previous meetings. And once again, now today, to vote on the resolutions. And the features were developed to log this Q&A session during this current general assembly meeting. So now we're going to check if we have received any questions from shareholders.
Bertrand Meunier
executiveSo I would read those questions. Can you remind us what will be the next steps related to the audit in the United States? Elie, I suggest you [indiscernible].
Elie Girard
executiveYes. Thank you, Mr. Chairman. As the Chairman said, our priority is to lift this reservation issued by the auditors on our consolidated accounts. And for that, the company is fully mobilized so that we can carry this out under the supervision of the Audit Committee and the Board so that we can carry out a full review of the 2 American entities that were the subject of this reservation by the auditors. So this is going to be an accounting-type of work. And then we'll have the deployment of a remediation plan in the United States and a prevention plan in the entire group in the field of internal control with a lot of chapters like preventive controls, internal policies for documentation, HR review, competencies, organization and awareness and training. And we'll have [indiscernible] the publication of the results of the first half of the year.
Bertrand Meunier
executiveSecond question, can you tell us more specifically what will be the acquisition policy of the group? So I'd like to remind you that all what we're doing organically or through acquisitions, well, that is part of our midterm plan objectives, and Elie Girard went through all that in his presentation. And more specifically, as for the growth of our revenue with an objective of 5% to 7% over the long term. The main thing today is to deploy the acquisition strategy in our key segments, that is the digital, the cloud, security and decarbonization. And this will allow us to speed up and comfort this midterm plan target. Third question. Are you affected by the health situation in India? Elie, I think this question is for you.
Elie Girard
executiveYes. Thank you, Mr. Chairman. As I mentioned in my presentation, in my introduction earlier on, yes, of course, we are affected by the health situation in India because of the presence of the group in India. Unfortunately, the situation is very serious. We have 35,000 colleagues in India. We have some very specific situations, some very difficult situations. A certain number of deaths among our employees. And we are deploying a lot of actions, first of all, to help the employees in difficulty, to help the families of the employees who have disease, we are funding oxygen generator, ventilators in our center. For example, in Pune, which is a large center for Atos, we have created a support front for the employees who would have financial difficulties because they are hospitalized and so on and so forth. And at the same time, we are making sure that we're continuing with our clients who are partially served only by our offshore centers in India. I'd like to thank all our colleagues in India, to express my sympathy and my warm thanks for continuing the services. We have set up plans that are always prepared onto such circumstances under such crisis. It's our business to have ready-made plans prepared in advance. And we are deploying our work in other centers in India wherever necessary. And today, we don't see any interruption in our business. We don't see any production or service interruptions, and we are, of course, very vigilant about this. And once again, we're spending a lot of time with the group HR and with all our colleagues to support our Indian colleagues who account for 1/3 of our headcount today.
Bertrand Meunier
executiveFourth question, the obsession of the client and quality requires a cultural change towards governance with a better structuring of the process. Who will fix and set up those processes and introduced this new culture in all the different parts of the group? Thanks to Elie Girard. Elie, as per my last part of my presentation, among the transformation of 2021, we have some major projects which are structuring projects. We have a project to change the internal culture, to adapt our internal culture to be customer-centric, and that's also part of the question. And I ask Paul Peterson, who is here, who is the Human Resources Manager of the group; and Pierre Barnabe, who is the manager for our Big Data and cybersecurity business and who is also the manager of our -- industries in the world. And so they each have a very good experience in various companies in terms of cultural change and they will carry out this mission for the entire Executive Committee and for me because, of course, I will be the person who will be in charge of this cultural change that we have launched.
Unknown Executive
executiveThere are no other questions, Mr. Chairman, on the platform.
Bertrand Meunier
executiveThank you very much. I'd like to thank the shareholders of the group for their interest, for having taken the time to interact with us in spite of this very difficult context.
Unknown Executive
executiveLadies and gentlemen, dear shareholders, I now suggest we present the results of the vote of the various resolutions [indiscernible]. So because of the health situation, we held this meeting behind closed doors. And thanks to successful experiments that we had in June 2020 and in October 2020, we continued developing the Atos vote platform, which is available in its web form and on smartphones so that shareholders can vote digitally according to a secure process, thanks to the blockchain technology. So here on this slide, you can see that for the first time, we're invited to use the Atos vote to register their votes remotely. The user experience of this platform was improved. We maintained very high security standards, thanks to a double-factor authentication, the encryption of the data and the registration in the blockchain environment. We are pursuing the development of this platform for future internal events or for the benefit external players. I'd like to give you the results of the vote for each resolution. These results will be published right from the end of this meeting on the Internet site in the section dedicated to the general meeting. First resolution: Approval of the company financial statements for the financial year ending December 31, 2020. Adopted. Second resolution: Approval of the consolidated financial statements for the financial year ending December 31, 2020. Rejected. Third resolution: Allocation of the net income for the financial year ending December 31, 2020, and payment of the ordinary dividend. Adopted. Resolution #4: Renewal of Vivek Badrinath as member of the Board of Directors. Adopted. Fifth resolution: Renewal of Mr. Bertrand Meunier as member of the Board of Directors. Adopted. Sixth resolution: Renewal of -- this is Aminata Niane as member of the Board of Directors. Adopted. Seventh resolution: Renewal of Ms. Lynn Paine as member of the Board of Directors. Adopted. Eighth resolution: Approval of the special report of the auditors regarding the agreements and undertakings referred to in Articles L-2025, 38 and following of the French Commercial Code. Adopted. Ninth resolution: Approval of the elements, making up the total compensation and benefits of any kind paid during the financial year ending December 31, 2020, as are awarded for the same financial year to Mr. Bertrand Meunier, Chairman of the Board. Adopted. Tenth resolution: Approval of the elements making up the total compensation and benefits of any kind paid during the financial year ending December 31, 2020 are awarded for the same financial year to Mr. Elie Girard, Chief Executive Officer. Adopted. Eleventh resolution: Approval the information relating to the compensation of the company officers referred to in article L-2210-91 of the French commercial code. Adopted. Twelfth resolution: Approval of the compensation policy applicable to Directors. Adopted. Thirteenth resolution: Approval of the compensation policy applicable to the Chairman of the Board of Directors. Adopted. Fourteenth resolution: Approval of the compensation policy applicable to the Chief Executive Officer. Adopted. Fifteenth resolution: Opinion on the company's decarbonization ambition, net 0. Adopted. Sixteenth resolution: Authorization to be granted to the Board of Directors for the purpose of purchasing, conserving or transferring shares in the company. Adopted. Resolution #17: Authorization to be granted to the Board of Directors to reduce the share capital by canceling treasury shares. Adopted. Eighteenth resolution: Delegation of authority to be granted to the Board of Directors to increase the share capital of the company with the removal of the preferential subscription rights in favor of the members of a company savings plan as employees and executive officers of the company and its affiliated companies. Adopted. Resolution 19: Delegation of authority to be granted to the Board of Directors to increase the share of capital of the company by issuing shares reserved for certain categories of persons with removal of preferential subscription rights in favor of such persons in connection with the implementation of employee shareholding plans. Adopted. Resolution #20: Authorization to be granted to the Board of Directors to grant free shares to employees and executive officers of the company and/or its affiliated companies. Adopted. 21st resolution: Amendment of Articles, 25, 28 and 33 of the articles of association, compliance with applicable legal and regulatory provisions. Adopted. Resolution 22 on powers. Adopted.
Bertrand Meunier
executiveThe meeting voted in the negative with respect to approving the consolidated financial statements of the year ended on the 31st of December 2020 with the quantified opinion expressed by the auditors. The fact that the company is fully mobilized to ensure full clarity for this vote and to carry out under the surveillance of the Board. A full review of the financial statements of the 2 American entities referred to before. The company will give a report when the results are announced for the first half. Let me also point out that the detailed prevention and remediation plan we referred to, covering areas such as preventative controls, internal policies and documentation and HR review, the competencies and organization, as well as since it's promoting awareness and training, this plan will -- is being deployed as scheduled. Ladies and gentlemen, shareholders, I declare, with Mr. Elie Girard, this general meeting closed, and I thank you for your attention.
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