CAPGEMINI_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

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

The Lead Independent Director also met individually with each member of the Board of Directors. These procedures showed that the changes introduced following the previous external assessment were considered an improvement and appreciated by directors. Directors expressed their satisfaction with the content of meeting agendas and the organization and operating conditions of the Board and its Committees in general, requesting nonetheless a more rigorous and long-term meeting schedule. The coordination of work between the Board and the Committees was also examined and it was largely considered that the respective roles of the Board and the Committees were clear and appropriate. However, observations were made on the coordination of work between the Strategy & Investment Committee and the Board of Directors. Finally, supervision of the management transition launched at the end of 2016 and forward-planning in the coming years regarding the Board’s composition, were identified as key activities of the Board of Directors. The directors identified the following priorities for 2018: Management transition as part of the executive X management succession plan Reiteration by the Board that this constitutes its main ❚ priority for the coming two years, and consequently that of the Ethics and Governance Committee; Confirmation of the specific assignment entrusted to the ❚ Vice-Chairman of the Board, Mr. Daniel Bernard, working with an ad hoc committee made up, in addition to himself, of Mr. Bruno Roger (Chairman of the Strategy and Investment Committee) and Mr. Pierre Pringuet (Chairman of the Ethics and Governance Committee) and in charge of closely monitoring the management transition phase. Composition of the Board of Directors X Implementation of a four-year plan (2018-2022) integrating ❚ the following objectives: (i) international diversification to reflect changes in Capgemini’s geographic spread and businesses, (ii) diversification of profiles and expertise, (iii) staggered renewal of terms of office and (iv) maintenance of a measured number of directors enabling coherence and collective decision-making. Coordination of work between the Strategy & Investment X Committee and the Board Better coordination of work between the Strategy & ❚ Investment Committee and the Board, with notably more systematic formal reports by the Committee to Board meetings and regular and in-depth presentations of the Group’s strategy during Board meetings. Preparation of Board and Committee meetings X Themed-based scheduling of meetings and more systematic ❚ forward-planning over at least 12 months of schedules and notably events organized alongside Board meetings (training sessions, diners, etc.).

Further improve the coordination of the work of the ❚ Strategy & Investment Committee and the Board by enriching the Committee’s report to the Board and setting the agenda of the Board accordingly. Risk monitoring X Annual risks review by the Board and implementation of strengthened risk monitoring as planned following the overhaul of the Charter of the Audit Committee at the end of 2016 (renamed the Audit & Risk Committee as a result). Talents X Regular information on progress made in relation to talent management and particularly with respect to mobility. Corporate, Social and Environmental Responsibility X Regular briefings on initiatives and the results of the Group’s CSR policy. As a result of this assessment, the following changes were made in 2017 to the operation of the Board and its Specialized Committees: the Board organized a range of specific training sessions X 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; regular strategy updates were presented to Board of X Directors’ meetings by the Chairman of the Strategy & Investment Committee throughout the year; Audit & Risk Committee monitoring of the Group’s major risks X was strengthened during the year and notably included a review of the risk mapping. A detailed report was presented on these activities to the Board of Directors; the Board of Directors reviewed the Group’s key talents as X part of management transition preparations; an annual update presented the Group’s new corporate, social X and environmental responsibility strategy. 2017 Assessment: conclusions and priorities for{2018 The Lead Independent Director's internal assessment of performance in 2017 focused particularly on the composition of the Board of Directors, its activities and the individual contribution of directors. A questionnaire was sent to all directors at the end of 2017. This questionnaire covered both the composition and activities of the Board of Directors and the activities of the Specialized Committees on which they sit. In addition, it offered the opportunity to take stock of actions implemented following the 2016 external assessment.

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REGISTRATION DOCUMENT 2017 — CAPGEMINI