CAPGEMINI_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

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

The Board seeks to comply with and ensure compliance with all rules of good governance together with a certain number of values which each Board member has solemnly undertaken to respect. A “Code of Business Ethics” was drafted at its initiative and distributed to all Group employees (and is signed by all new recruits) with the following main objectives: ensure all Group companies comply with a certain number of X rules of good behavior and primarily that of perfect integrity in the conduct of business and the management of employees; implement measures stopping, fighting and sanctioning X non-compliance with the core values of the Group, or prevailing laws and regulations in the relevant country; provide an institutional framework for the actions, controls X and dissuasive measures required to deal with the problems identified by these measures. The report on the work of the Ethics & Governance Committee (see below) describes in detail the actions undertaken in 2017 by the Ethics & Compliance Department and the implementation of the Code of Business Ethics. Each of the directors signed this Code, evidencing their commitment and support (both individual and collective) for all the measures contained therein.

In{addition, the new members joining the Audit & Risk Committee receive information on the specific accounting, financial and operating aspects of the Company. In addition, the two directors representing employees who joined the Board in September{2016 received special external training, enabling them to obtain and perfect the knowledge and techniques necessary to the exercise of their duties, in accordance with legislative provisions. Ongoing training Capgemini ensures that the directors have sufficient understanding of the Group, its ecosystem and its challenges. The Board members therefore meet regularly with the members of the Group Executive Board during Board and Committee meetings. The directors are also invited to the Group “Rencontres” gatherings, a two-yearly event bringing together, over three days, 500 of the Group's key managers and emerging talent. The most recent “Rencontres” gathering was held in October{2017. In addition, each year a Board meeting dedicated to strategy is held “off-premises” in the form of a seminar and invites key managers of the Group to contribute to Board discussions. These seminars also enable directors to constantly refine their understanding of the challenges facing the Group through themed-based presentations and site visits. In 2017, this seminar was held in London. Finally, in accordance with the priorities identified following the external assessment of the Board in 2016, the Board organized a range of specific training sessions throughout 2017 to enable directors increase their knowledge of the Group (through presentations of its ecosystem, challenges, businesses and certain of its regions) and its competitive environment, as well as recent market disruption trends and technological developments. 2017 was a particularly intense year for the Board of Directors, notably due to the “Rencontres” gathering in October and specific work focusing on changes in the Group’s governance and the appointment of two Chief Operating Officers, requiring the organization of two exceptional Board meetings in the second-half of the year and four exceptional meetings in all of the Specialized Committees involved, i.e. the Ethics & Governance Committee and the Compensation Committee. The average attendance rate at Board meetings, already high in previous years, improved further in 2017 to 95% , despite the increase in the number of meetings. This demonstrates the involvement and availability of the directors throughout the year for issues of particular importance to the Group. It is recalled that six Board meetings were held in 2016 and the average attendance rate was 93%. The following table presents individual attendance rates at meetings of the Board of Directors and the Specialized Committees on which the directors sit. These rates do not take account of participation at the “Rencontres" gathering, which the majority of directors attended.

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Director training

Integration of new directors

Capgemini ensures that directors joining the Board receive training in the specific aspects of the Group, its businesses and activity sectors, particularly through meetings with the various members of Group Management. New directors are also advised on the specific aspects of the Board of Directors of the Company during meetings with the Chairman and Chief Executive Officer, the Lead Independent Director and the Board Secretary.

Activities of the Board of Directors in 2017 2.2.2 Board of Directors’ meeting

Number of meetings and attendance rate The Board meets at least six times a year. Meetings are convened by the Chairman in accordance with a schedule decided by the Board before the end of the prior year. This schedule may be amended during the year in response to unforeseen circumstances or at the request of more than one director. In 2017, the Board met 10{times during the year, four times during the first-half and six times during the second-half. The Board retained the principle of an “off-premises” meeting in London, focusing primarily on Group strategy. This meeting was held on June 14 and 15, 2017. The directors also attended the “Rencontres” gathering, a two-yearly event bringing together, over three days, 500 of the Group's key managers and emerging talent. In addition, the Board held four executive sessions chaired by the Lead Independent Director, without the presence of the Chairman and Chief Executive Officer. These sessions focused on the Chairman and Chief Executive Officer’s compensation and preparing changes in the Group’s governance.

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REGISTRATION DOCUMENT 2017 — CAPGEMINI