CAPGEMINI_REGISTRATION_DOCUMENT_2017

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CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

2.5 Risks and internal control

Support Department to complement the upstream independent technical audits carried out by the Business Units. In addition, the Group conducts specific reviews (known as “flying squads”) of projects in difficulty or potentially presenting a higher level of risk. 3. Business control Depending on its size, each Business Unit has one or more project financial controllers whose role is to: monitor the financial aspects of each project and primarily the X related production costs compared to the budget initially approved. Progress reports and management indicators are built into the monitoring process, which relies mainly on the periodic analysis of estimated costs to completion and their accounting impact; permanently control compliance with contractual X commitments - particularly billing and payment milestones. Risk factors The vast majority of the Group's value is founded on its human capital and its ability to attract, train and retain employees with the technical expertise necessary to the performance of client projects to which it has committed. In particular, this requires a strong reputation in the employment market and ensuring fair appraisal and promotion procedures as well as the professional development of our employees. The loss of talent or a team could also follow an acquisition or a change in Group or entity management. In the event of an industrial dispute or non-compliance with local regulations and/or ethical standards, the Group's reputation and results could be adversely affected. Figures concerning, in particular, the attrition rate, the utilization rate, changes in headcount, career management, the development of expertise, building employee loyalty and the level of employee commitment are presented in the Chapter 3, Capgemini: People, Corporate Social Responsibility (CSR) and Business Ethics. Risk management systems The Group pays close attention to internal communication, diversity, equal opportunity and good working conditions and to the quality of its human resource management and employee commitment. Accordingly, an internal survey is conducted very regularly aimed at measuring commitment and expectations among the Group's employees. This survey is an appraisal tool and action plans are established based on identified results. Furthermore, a human resources management information system is being rolled-out globally by the Group Human Resources Department to ensure the comprehensive management of all processes concerning the management of high-performing individuals and enabling a uniform approach to monitoring performance, the career plans of our employees, the management of international mobility and succession plans, in a manner consistent with the strategic objectives of the Group and the interests of our clients. Employees

Despite the stringent control procedures that the Group applies in the project performance phase, it is impossible to guarantee that all risks have been contained and controlled. In particular, human error, omissions, and infringement of internal or external regulations or legislation that are not, or cannot be identified in time, may cause damage for which Capgemini is held liable and/or may tarnish its reputation. Risk management systems The Group has developed a range of methods, organized and documented in its DELIVER methodology, in order to ensure the high quality performance of client projects. Project managers receive specific training to develop their expertise and obtain certification levels consistent with the complexity of projects entrusted to them. The Group continues its active policy of external certification of its Business Units (CMM, ISO, etc.). Project performance monitoring satisfies the management and control procedures defined by the Group, with projects classified as “complex” subject to more specific controls. Internal Audit also verifies the application of project management and control procedures. At the initiative of the Production/Methods and Support Department, specialist teams of experts audit projects considered high-risk or facing performance difficulties. The Group has devised a formal process to identify and control risks associated with the delivery of projects ordered by clients, from pre-sale to acceptance and payment by the client of the last invoice for the project. In a simplified approach, this process The decision to commit the Group to commercial opportunities meeting pre-defined criteria concerning size and complexity, especially in Outsourcing (long-term commitments, sometimes involving transfers of assets, staff and the related obligations) is the sole responsibility of the Group Review Board. For particularly complex projects, a review of solutions may be carried out during the final pre-sale phase in order to bring any potential risks relating to the performance of these projects to the Group Review Board's attention. In addition, the risk analysis is performed using a reporting tool that consolidates at Group level all commercial opportunities and their monitoring. It also involves the operational validation, during the sales process, of the main technical, financial and differentiates between: 1. Pre-sale risk control The Group has approved policies for monitoring the proper performance of contracts that are applied throughout the life of the project to ensure that it runs smoothly. The main policies include a clear definition of the roles and responsibilities of each individual, throughout the entire production process, regarding performance (use of Group production methodologies, access to the expertise available in the applications development centers), supervision (monthly inventory of all risky projects), client relationship management, billing, estimation of costs to completion, joint oversight arrangements with the client, or, where applicable, independent technical audits conducted by the Production/Methods and legal characteristics of the contract. 2. Production and quality control

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REGISTRATION DOCUMENT 2017 — CAPGEMINI