CAPGEMINI_REGISTRATION_DOCUMENT_2017

2

CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

2.2 Organization and activities of{the{Board{of{Directors

Organization and activities of{the{Board{ 2.2 of{Directors

GOVERNANCEBODIES

Ethics &Governance Committee

Strategy & Investment Committee

Board of Directors

4

7

16

50%

50% (1)

100%

6

100%

4

Attendance

Members

Independence

Meetings

Attendance

Members

Independence

Meetings

Members

95% 62% (1) Attendance Independence

Compensation Committee

Audit & Risk Committee

Meetings 10

4

5

5

92%

100% (1)

86%

80%

5

8

Executive sessions

Attendance

Members

Independence

Meetings

Attendance

Members

Independence

Meetings

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Organization of the Board of Directors 2.2.1 The role of the Board of Directors The principal role of the Board of Directors is to determine the key strategies of Capgemini SE and the Group it controls, to ensure that these strategies are implemented, to validate the legal and operational structure of the Group and the appointment of key managers and, more generally, to address any issues that arise in respect of the day-to-day operation of the Group. Given Capgemini's business as a service provider, the Board pays particular attention to the management of the Group's 199,698{ (1) employees and thousands of managers across the globe. Operating rules For many years, the Capgemini SE Board of Directors has applied the best governance practices now aligned with the recommendations of the AFEP-MEDEF Corporate Governance Code to which Capgemini refers. Accordingly, the Board has: prepared, adopted, applied and amended where useful or X necessary the Charter of the Board of Directors , particularly as part of a constant drive to improve the governance of the Company (see below); set up four Specialized Board Committees - the Audit & Risk X Committee, the Compensation Committee, the Ethics & Governance Committee, and finally the Strategy & Investment Committee - and given each a clearly defined role (see Section 2.2.4);

created the role of Lead Independent Director in May{2014, X with specific prerogatives and duties to contribute to the balanced governance of Capgemini where the duties of Chairman and Chief Executive Officer are regrouped (see 2.2.1 below); adopted a system for allocating attendance fees , whereby X the majority of such fees are indexed to attendance at Board and Committee meetings (see Section 2.2.5); periodically reviewed the personal situation of each X director in light of the definition of independence adopted by the AFEP-MEDEF Corporate Governance Code (“a director is independent when he/she has no relationship of any sort with the Company, the Group or its Management, that is likely to impair his/her judgment”) (see Section 2.1.2); regularly assessed its organization and operation , either X at the time of the annual internal assessment performed by the Lead Independent Director or three-yearly, through the assessment conducted by an external consultant under the responsibility of the Lead Independent Director (see Section 2.2.3); assessed since 2015 the effective contribution of each director to the activities of the Board of Directors, at the time of the annual Board assessment (see Section 2.2.3).

At December{31, 2017 (1)

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REGISTRATION DOCUMENT 2017 — CAPGEMINI