CAPGEMINI_REGISTRATION_DOCUMENT_2017

2

CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

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

in the first section, a presentation of the three Ethics & X Compliance activities (training, communication and processing whistleblower alerts). The report highlighted the significant efforts of the Group to raise-awareness and to provide e-learning courses. It also noted that Capgemini has been recognized as “One of the World's Most Ethical Companies” for the fifth year running by the American Institute, Ethisphere, confirming the high quality of the Group’s ethical responsibility culture towards all its stakeholders. Finally, it provided an update on the strengthening of the Board’s ethical position and the Group’s whistle-blowing procedure that will be implemented in 2018 and the planned update and distribution of the Blue Book; in the second section of the report, an audit report concluding X that the ethical framework within which the Group has decided to operate, is, overall, correctly understood and followed throughout the Group. The report contains recommendations following the work carried out in 2017 to help further improve compliance with the Group’s ethical rules and principles.

debated at the end of 2017 and the beginning of 2018 a X reduction in attendance fees payable in respect of 2017 so as not to exceed the maximum amount authorized by the Shareholders’ Meeting. This overrun was mainly due to the number of exceptional Board and Committee meetings held during the period; under the auspices of its Chairman, the Lead Independent X Director, was briefed on and discussed the annual assessment of the composition and activities of the Board and its Specialized Committees performed at the beginning of 2018 in respect of 2017; deliberated the independence of directors and the absence of X conflicts of interest in preparation of the Registration Document; was briefed on the conclusions and observations of the High X Committee for Corporate Governance ( Haut Comité de Gouvernement d'Entreprise , HCGE) presented in its 2017 activity report and of the French Financial Markets Authority (AMF) presented in its 2017 report on corporate governance and executive management compensation in listed companies; reviewed the governance section of the report of the X Chairman of the Board of Directors, prepared in accordance with Article{L.225-37 of the French Commercial Code; launched a debate on the composition of the Board and its X Specialized Committees in preparation of the Shareholders’ Meeting of May{23, 2018. Management transition - Succession The Ethics & Governance Committee was closely involved in the Board’s discussions on future changes in the Group’s governance and preparing Capgemini’s management transition with the appointment of two Chief Operating Officers, Mr.{Paul Hermelin having indicated his wish to seek a final term of office as Chairman and Chief Executive Officer at the 2018 Shareholders’ Meeting in order to organize the Group Management transition. The Committee drew on the work of the Vice-Chairman of the Board, conducted together with the Lead Independent Director and the most senior member of the Board, Mr.{Roger, and involving an assessment of the Group’s key managers and a review of external candidates, based on an assignment conducted by an independent consultant and individual meetings. The appointment of two Chief Operating Officers was proposed to the Board of Directors with effect from January{1, 2018 and for a transition period. Messrs Thierry Delaporte and Aiman Ezzat were recommended for the positions. The implementation of a management transition monitoring system under the authority of the Vice-Chairman of the Board was also proposed to the Board of Directors. It deliberated the Group Management succession plan and ensured that its Chairman was ready to implement the measures necessary should the need to replace the Chairman and Chief Executive Officer arise suddenly. Ethics The Ethics & Governance Committee interviewed the Ethics, Compliance and Internal Audit Director ( Mr.{Philippe Christelle ), these two functions being held by the same person since September{2015. Mr.{Philippe Christelle submitted his report to the Committee presenting:

The Strategy & Investment Committee

Strategy & Investment Committee

7

50% (1)

100%

4

Attendance

Members

Independence Meetings

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Committee duties The role of this committee is to:

study in-depth the strategic options open to the Group to X ensure its continued growth, improve its profitability and maintain its independence to enrich Board discussions; determine the amount of investment required to implement X each of these possible strategies; identify and assess the alliances or acquisitions which would X appear able to facilitate or accelerate the implementation of these strategies; finally, recommend a choice to the Board of Directors, by X presenting an opinion and/or recommendations (or at least establish an order of priority). More generally, the Committee identifies and deliberates on any direction or issue considered relevant to the Group's future, provided it does not compromise the smooth running of operations and guarantees operating and financial stability.

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REGISTRATION DOCUMENT 2017 — CAPGEMINI