CAPGEMINI_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

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

Compliance with the AFEP-MEDEF Code Capgemini SE is constantly seeking to improve its governance and regularly monitors its compliance with the provisions of the AFEP-MEDEF Code. Accordingly, the Company has voluntarily brought the following issues, explained in previous years by the Company, into compliance with the provisions of the AFEP-MEDEF Code: the Combined Shareholders’ Meeting of May{18, 2016 X amended the Company's bylaws to provide for the staggered renewal of the terms of office of directors, in line with Article{13.2 of the AFEP-MEDEF Code; in accordance with Article{21 of the AFEP-MEDEF Code, the X employment contract of the Chairman and Chief Executive Officer was terminated on February{18, 2015; in light of the recommendations of the AMF and the X Corporate Governance High Committee, the Board of Directors implemented an appraisal procedure in 2015 to assess the absence of conflicts of interest for Independent Directors. Furthermore, following recent changes in the AFEP-MEDEF Code in November{2016, the following points no longer represent deviations from the provisions of the AFEP-MEDEF Code: performance shares are granted to executive corporate X officers conditional upon the acquisition of a defined quantity of shares once the shares granted are available; the Audit Committee has a minimum period of two days to X review the accounts before their review by the Board. Under the “Comply or Explain” rule provided for in Article{L.225-37-4 of the French Commercial Code and stipulated in Article{27.1 of the AFEP-MEDEF Corporate Governance Code for listed companies revised in November{2016, the Company considers that its practices comply fully with the recommendations of the AFEP-MEDEF Code. Board Charters The Charters of the Board of Directors and the Specialized Board Committees are available on the Company’s website: www.capgemini.com. Regularly updated Charters When the legal form of the Company returned to that of a traditional limited liability company ( société anonyme ) in May{2000, a new Charter was debated and adopted by the Board of Directors. The Charter has since been amended several times in line with changes in the Company and as part of the constant drive to improve governance with the dual aim of facilitating the collective performance of the Board of Directors' activities and satisfying the corporate governance expectations of shareholders and their representatives. In particular, the position of Lead Independent Director was created in 2014. The respective duties of the Compensation Committee (formerly the Selection & Compensation Committee) and the Ethics & Governance Committee were revised in 2014, with the Compensation Committee focusing exclusively on setting executive corporate officer compensation and defining compensation policy for Group senior executives and the duties of the Ethics & Governance Committee expanded to include the selection of and succession plans for key managers of the Group.

Following the 2015 Board assessment which identified the need to improve the coordination of risk monitoring activities by associating the Board of Directors and the Audit Committee, the Charter of the Audit Committee was revised in December{2016 to extend and clarify its risk monitoring duties. The Committee’s name was also changed to the Audit & Risk Committee. The Charter of the Board of Directors was also amended in 2016 in a variety of areas, including risk monitoring and the participation of directors representing employees on the Board. The most recent amendments to the Charter were adopted in May{2017 following the adoption of the European company legal status, with Capgemini S.A. becoming Capgemini SE. Organization of powers The Charter sets out or clarifies the scope of and bases for exercising the various powers entrusted to the Board of Directors, the four Specialized Board Committees, the Chairman and Chief Executive Officer, the Vice-Chairman and the Lead Independent Director. The Board of Directors represents shareholders. With the exception of the Chairman and Chief Executive Officer, the directors have no individual powers and actions and decisions must therefore be taken on a collective basis. The role of the four Specialized Board Committees is to study and document the issues that the Board has scheduled for discussion and to present recommendations on the subjects and sectors within their remit to plenary sessions of the Board. The Committees are consultation bodies and therefore hold no decision-making powers. Their members and the Chairman are appointed by the Board of Directors and are selected exclusively from among Capgemini SE directors. They are appointed in a personal capacity and may under no circumstances be represented at the meetings of the Committee(s) to which they belong. The Board reserves the right to amend at any time the number and/or make-up of these Committees, as well as the scope of their duties. Finally, the Charters of each of the four Committee - and any amendments thereto which the Committee may later propose - must be formally approved by the Board. As Chairman of the Board of Directors, the Chairman and Chief Executive Officer prepares, organizes and leads its work. He sets the agenda of meetings, communicates to directors all information necessary to carry out their duties and oversees the proper operation of the Company's bodies, the correct implementation of Board decisions and compliance with the rules of good conduct adopted by Capgemini. He chairs Combined Shareholders' Meetings to which he reports on the activities and decisions of the Board. In the absence of the Chairman, the Vice-Chairman chairs meetings of the Board of Directors and Shareholders’ Meetings. As indicated in Section 2.1.1, he also has a specific remit to prepare changes in the Group’s governance. A Lead Independent Director is appointed where the duties of Chairman of the Board of Directors and Chief Executive Officer are regrouped. The roles and composition of the Specialized Board Committees are presented in Section 2.2.4. The role and prerogatives of the Lead Independent Director are set-out below. As Chief Executive Officer , the Chairman and Chief Executive Officer has the most extensive powers to act in all circumstances in the name of the Company, subject to the restrictions presented below. He may be assisted in his duties by one or more Chief Operating Officers .

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REGISTRATION DOCUMENT 2017 — CAPGEMINI