CAPGEMINI_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

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

The Compensation Committee

Committee activities in 2017 The Committee reviewed the annual accounts of Capgemini SE and consolidated financial statements of the Group for the year ended December{31, 2016 and the half-year ended June{30, 2017. It focused in particular on the accounting treatment of events with a material impact on the annual or half-year financial statements. It notably reviewed the valuation of goodwill (including the calculation of the cost of capital and long-term growth rates) and deferred tax assets. It also reviewed changes in research tax credits in France, procedures for the recognition of provisions on complex contracts and immigration and tax developments in the United States. The Committee also monitored changes in the situation in Brazil and of the Group in India. As part of its risk management supervisory activities, the Audit & Risk Committee reviewed the new structure implemented by Group Management and issued a highly favorable opinion. It was informed during the year of risk monitoring issues, including cyber security issues. In this context, the Committee interviewed: Mr.{Philippe Christelle , Internal Audit Director, questioning X him on working methods, planning, areas of intervention and the findings of audits carried out during the year; Mr.{André Cichowlas , Delivery Director (Production/Methods X and Support) and Support Services, questioning him in particular on the impact on the operating accounts of major contracts that are separately monitored and the development and roll-out of shared access and industrial procedures; finally Mr.{Jean-Baptiste Massignon , Group General X Secretary also in charge of pre-sales risk management, questioning him on the activities of the Group Review Board during the period and the terms and conditions of major commercial proposals. The Statutory Auditors reported to the Board on the quality of the accounting monitoring of projects and the good control of the accounts closing process.

Compensation Committee

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Members Independence Meetings

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Committee duties On October{8, 2014, the Selection & Compensation Committee changed its name to the “Compensation Committee” and now concentrates exclusively on setting the compensation of executive corporate officers and defining compensation policies for Group executives. This committee has several duties set out in its Charter recently amended by the Board of Directors on June{17, 2015. Firstly, it must present proposals to the Board of Directors on the fixed and variable compensation of executive corporate officers and, with regards to the variable portion and where appropriate, propose a detailed list of individual objectives (quantitative and qualitative), enabling an assessment of performance and the calculation of the variable compensation component(s). To this end, the Committee meets in the final quarter of each year (Y) to propose to the Board of Directors executive corporate officer objectives for the following year (Y+1) and at least once at the beginning of Y+1 to prepare the assessment by the Board of Directors of performance in the previous year. The Committee reviews the information presented to shareholders for the vote on executive corporate officer compensation (so-called “Say on Pay”) and is consulted on financial terms and conditions in the event of the appointment or departure of an executive corporate officer.

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REGISTRATION DOCUMENT 2017 — CAPGEMINI