CAPGEMINI_REGISTRATION_DOCUMENT_2017

2

CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

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

Role and composition of the four Specialized Board Committees 2.2.4 The Audit & Risk Committee

monitoring duties, the Committee must now review the major risks to which the Group may be exposed at least once annually, in particular through a review of the risk mapping prepared by the Group Management Risk Committee. Finally, the Committee is responsible for monitoring the statutory audit of the annual and half-yearly consolidated financial statements of the Group and the annual accounts of the Company, ensuring the independence of the Statutory Auditors and generally monitoring the conduct of their engagements. Where it considers it useful or necessary, the Audit & Risk Committee may be assisted by experts appointed for this purpose. and participation The Committee has five directors since May{10, 2017: Mr.{Xavier Musca (Chairman and Independent Director), Ms. Laurence Dors (Independent Director), Ms. Carole Ferrand (Independent Director), Ms. Siân Herbert-Jones (Independent Director) and Mr.{Phil{Laskawy . As announced in December{2016 when the chair of the Audit & Risk Committee was handed to Mr.{Musca, Mr.{Yann Delabrière indicated his wish to step down from the Audit & Risk Committee after a transitional period; he was therefore a member of the Audit & Risk Committee until May{10, 2017. Through their professional careers, Audit & Risk Committee members have amassed the necessary accounting and financial expertise to perform their duties. Mr.{Xavier Musca acquired considerable expertise in the French and international financial and banking sectors throughout his career in the French civil service, ministerial offices and the private sector. Mr.{Yann Delabrière was Chief Financial Officer of PSA Peugeot Citroën from 1990 to 2007, Ms. Carole Ferrand was Chief Financial Officer of Sony France from 2000 to 2011 and then of Europacorp Group in 2011 and 2012, Ms. Siân Herbert-Jones was Chief Financial Officer of Sodexo from 2001 to 2016 and Mr.{Phil Laskawy was Chief Executive Officer of Ernst & Young from 1994 to 2001. Finally, Ms. Laurence Dors' career in executive management positions and the Economy and Finance Ministry allows her to contribute both financial expertise and a transversal view of organizations. The Committee met eight times in 2017, with an average attendance rate of 86%.

Audit & Risk Committee

5

86%

80%

8

Attendance

Members

Independence Meetings

1% DOO ƬJXUHV DUH XS WR GDWH DV RI 'HFHPEHU

Committee duties The duties of the Audit Committee were changed on December{7, 2016 to strengthen risk management and include the impacts of the European statutory audit reform. The Committee name was also changed to the Audit & Risk Committee. These changes in the Committee's duties followed the concerns expressed by directors during the assessment of the Board’s activities in 2015 to improve risk monitoring by associating the Board of Directors and the Audit Committee. In accordance with Article{L.823-19 of the French Commercial Code, the French Financial Markets Authority (AMF) recommendation of July{22, 2010 and best market practice, the duties of the Audit & Risk Committee fall into three categories. Firstly, the Audit & Risk Committee monitors issues concerning the preparation and control of financial and accounting information. It monitors the financial information preparation process and, where applicable, suggests recommendations to guarantee its integrity. It examines the draft annual and half-yearly consolidated financial statements of the Group, the annual accounts of Capgemini SE and the management presentation of risk exposure and material off-balance sheet commitments of the Company, as well as the accounting options adopted. Secondly, the Audit & Risk Committee ensures the existence and efficiency of internal control systems, internal audit and the management of major risks to which the Group is exposed in the course of its business. Following the strengthening of these risk

The individual attendance rate of each current member of the Audit & Risk Committee was as follows:

Xavier MUSCA (Chairman)

100%

Yann DELABRIÈRE*

75% 88%

Laurence DORS

Carole FERRAND

100% 100%

Siân HERBERT-JONES

Phil LASKAWY

50%

Mr.{Delabrière stepped down from Audit & Risk Committee on May{10, 2017. He attended three of the four committee meetings held during the period. (*)

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REGISTRATION DOCUMENT 2017 — CAPGEMINI