CAPGEMINI_REGISTRATION_DOCUMENT_2017

2

CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

2.4 Compensation of Executive Corporate Officers

Group on the path to achieve its growth ambition in the Digital and Cloud and its 2020 ambition, for a 20% weight (out of which 5% is quantifiable); and the operational transformation of the Group with a renewed ii) leadership structure for 20% (out of which 20% is quantifiable); specific objectives represent 60% of his V2 and they relate to: Higher contribution of our top accounts to revenue growth; i) 15% weighting (out of which 15% is quantifiable); Improvement of the gross margin % vs. 2017 published ii) results; 15% weighting (out of which 15% is quantifiable); Return to growth in one geography as decided by the Board; 15% weighting (out of which 15% is quantifiable); and Ensure a smooth transition of the CFO role to the new CFO iv) to be appointed; 15% weighting.

The personal strategic objectives adopted for 2018 V2 variable compensation have been each assigned an individual specific weight and have been classified in two main categories. Following the new governance structure in place since January{1, 2018 and with the launch announced in Geneva during the 50 th {anniversary of the Group of a major transformation program, the Compensation Committee suggested to the Board which approved this proposal, to structure the objectives of each Executive Corporate Officer with a set of common/shared objectives associated with a set of specific/role-based ones. Therefore, objectives of Mr. Thierry Delaporte are built as follows: shared objectives represent 40% of his V2 and they relate to: the effective implementation of the new Group governance i) and managerial transition and a reinforced collaboration between market units and service lines, positioning the

2018 variable compensation of Mr. Aiman Ezzat

Contribution of top accounts to revenue

Amount of the IUHH FDVK ƮRZ In 2018

Growth in one geography

Operatingmargin UDWH REMHFWLYH

New governance &Management transition

Gross margin improvment

Group transformation

CFO transitioning

Pre-tax net SURƬW REMHFWLYH

Revenue REMHFWLYH

20% 20%

30%

30% 20% 20%

15% 15% 15% 15%

PERSONAL OBJECTIVES LQFOXGLQJ TXDQWLƬDEOH

FINANCIAL OBJECTIVES

The Existing Practices described in 2.4.1.1 and the Specific items and proposed 2018 fixed and variable compensation of the Chief Operating Officers set out in 2.4.1.2 above correspond to the report of the Board of Directors to shareholders established pursuant to the provisions of Article{L.225-37-2 of the Code de Commerce related to the principles and criteria of the Chief Operating Officers compensation. These principles and criteria remain subject to shareholders’ approval at the Combined Shareholders’ Meeting of May{23, 2018 ( please refer to resolution n°6 in chapter 6 of this Registration Document ) and will continue to apply further to the renewal of their mandates as Chief Operating Officers following the upcoming Shareholders’ Meeting.

These objectives have been formalized in such a way as they can be clearly assessed on objective grounds at the end of 2018 with a weight of 70% based on quantified objectives. Therefore 85% of the variable part will be subject to a quantitative evaluation in 2018. The long saving plan has been set at €375,000 for 2018 to be payable under the defined performance and presence conditions in 2019 and 2020. The payment of the variable compensation and of the first part of the long saving plan of Mr. Ezzat for fiscal year 2018 will be subject to approval by the shareholders at the Shareholders' Meeting to be held in 2019.

92

REGISTRATION DOCUMENT 2017 — CAPGEMINI

Made with FlippingBook - Online Brochure Maker