CAPGEMINI_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

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

the compensation of the Chairman and Chief Executive (i) Officer (attainment of his individual objectives for 2016, setting of his individual objectives for 2017, initial discussion of the objectives to be adopted for 2018 and performance share grants) (sessions held during the Board of Directors’ meetings of February{15, October 5 and December{6, 2017), and preparing changes in the Group’s governance (session (ii) held during the Board of Directors’ meeting of August{31, 2017); he also reported to shareholders of the Company on his activities and on the activities of the Board and its Specialized Committees in respect of 2017 at the Shareholders’ Meeting of May{10, 2017. During the last Board assessments in 2015 and 2016, the directors expressed their full satisfaction with the creation of the position of Lead Independent Director in 2014, highlighting the importance of its role and activities in achieving the balance desired by the Board, in line with best governance practices.

he met with several institutional investors to present X Capgemini’s governance principles as part of the Company’s dialogue with its shareholders; he reported on these discussions to the Board of Directors and to the Ethics & Governance Committee, whose members include the Chairman of the Compensation Committee; at the end of 2017 and the beginning of 2018, he led the X internal assessment of the Board and its Specialized Committees for 2017, based on a questionnaire and individual meetings with each of the members of the Board. This also enabled him to assess the individual contribution of each director to the Board’s activities ( see Section{2.2.3 ); in the context of the Ethics & Governance Committee, he led X the search process for candidates upstream of the Shareholders’ Meeting of May{23, 2018 and participated in the integration of the new director appointed by the Shareholders’ Meeting of May{10, 2017; he chaired the four executive sessions of the Board during the X year, held without the presence of the Chairman and Chief Executive Officer. These meetings focused on:

2

65

REGISTRATION DOCUMENT 2017 — CAPGEMINI