CAPGEMINI_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

2.1 Governance structure and composition of{the{Board of Directors

The Lead Independent Director has a number of prerogatives and specific duties. He chairs the Ethics & Governance Committee and executive sessions of the Board of Directors bringing together the non-executive directors at least twice a year. He is consulted by the Chairman on the draft agenda of every Board meeting and can propose the inclusion of items on the agenda at his own initiative or at the request of one or more Board members. He also performs the annual assessment of the composition and activities of the Board of Directors and of the effective contribution of each director and steers the recruitment process for new directors. Finally, as Chairman of the Ethics & Governance Committee, he plays a specific role in drafting and monitoring executive corporate officer succession plans and, as such, was therefore involved in 2017 in the preparatory work led by the Vice-Chairman of the Board of Directors on future changes in the Group’s governance.

This balance was strengthened in 2014 with the creation of the role of Lead Independent Director, with specific prerogatives and duties (see below). Further information on restrictions on the powers of the Chief Executive Officer is presented in Section 2.2.1 (Organization of the Board of Directors). The roles and composition of the Specialized Board Committees are presented in Section 2.2.4. Lead Independent Director As part of the constant drive to improve governance within the Company, the position of Lead Independent Director was created in May{2014 and entrusted to Mr.{Daniel Bernard. Mr.{Pierre Pringuet was appointed Lead Independent Director in May{2017.

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Accordingly, while the duties of Chief Executive Officer and Chairman of the Board of Directors are exercised by a single individual, the Group’s governance enjoys an active, diligent and independent Board of Directors with a collective approach to its organization and the vigilant authority of a Lead Independent Director with specific powers and duties.

Further information on the roles and duties of the Lead Independent Director and the report on his work in 2017 is presented in Section 2.2.1 (Organization of the Board of Directors).

of them form the Office of the CEO, ensuring the coherent management of the Company. The directors meet regularly with members of the Group Management Board, particularly during Committee meetings (Audit & Risk, Ethics & Governance, Compensation and Strategy & Investment), periodic business reviews and the annual residential Board meeting focusing on the Group's strategy, which includes key Group managers in the discussions of the Board of Directors. A more detailed description of General Management is presented in Section 2.3. Therefore, based on these different factors, the Board considers the Company’s current method of governance to be the most adapted to the specific requirements of Capgemini, while allowing the Board to carry out its duties as well as possible. This observation that the Company enjoys balanced and efficient governance was reiterated during recent assessments of the Board's activities and, in particular, during the external assessment of the Board performed in 2016. The role and activities of the Lead Independent Director were identified as facilitating the balance desired by the Board, in line with best governance practices. Further information on Board assessments is presented in Section 2.2.3. Capgemini’s constant drive to improve governance for a number of years has also been recognized externally in recent years. Capgemini SE was awarded in October{2017 the Golden Peacock Global Award for Excellence in Governance in London by the Institute of Directors, India, and received in July{2016 the Governance Prize at the 2016 Annual General Meeting Grand Prix ceremony during the Paris EUROPLACE International Financial Forum. Balanced governance, tailored to Capgemini’s specific{requirements

Mr.{Daniel Bernard was appointed Vice-Chairman of the Board of Directors following the Shareholders’ Meeting of May{10, 2017. In addition to the powers set out in the bylaws and the Board of Directors’ Charter with regard to chairing Board and Shareholders’ Meetings if the Chairman is absent or unable to attend, the Board of Directors decided to entrust him with a specific assignment to prepare future changes in the Group's governance. He was therefore closely involved in discussions during the second half of the year on governance changes and the appointment of two chief operating officers. For further information see the description of the Board's activities in Section 2.2.2 and the work of the Ethics & Governance Committee in Section 2.2.4. Group Executive Board The creation of a Group Executive Board (GEB) to assist Mr.{Paul Hermelin also contributes on an operating level to ensuring the collective management of the Company. The GEB is chaired by Mr.{Paul Hermelin and comprises a limited number of Executive Committee members, and particularly the heads of the main Group businesses, the Chief Financial Officer, the People Management and Transformation Director and the Director of Competitiveness. The collective management of the Group was strengthened on January{1, 2018, when Messrs. Thierry Delaporte and Aiman Ezzat took office as Chief Operating Officers, tasked with assisting the Chairman and Chief Executive Officer in the exercise of his executive management duties. Mr.{Delaporte has specific responsibility for steering the offerings, industrial expertise, innovation and the Indian platform, while Mr.{Ezzat has specific responsibility for steering the operating accounts and the commercial management of clients. Together, the three

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REGISTRATION DOCUMENT 2017 — CAPGEMINI