CAPGEMINI_REGISTRATION_DOCUMENT_2017

2

CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

2.4 Compensation of Executive Corporate Officers

Amount or accounting value

subject to vote

{

Presentation V2: qualitative part based on 2017 objectives Categories

Weight

Overall weight

Digital and Cloud acceleration

40% 30% 30%

HR and delivery strategy

112.0%

North America growth

Variable V2 on target

484,000 542,080 991,668

Computed V2

TOTAL 2017 VARIABLE COMPENSATION

As a % of the total variable on target

102.4%

As a % of fixed compensation 68.3% The variable compensation due in respect of a given year is calculated based on the audited accounts approved by the Board at the beginning of Y+1 and is paid after the submission of the compensation policy to the shareholders.

Deferred variable compensation Multi-year variable compensation Exceptional compensation Stock options, performance shares or any other form of{long-term compensation

N/A

There is no deferred variable compensation.

N/A

There is no multi-year variable compensation mechanism.

N/A

No exceptional compensation was paid.

Performance shares €2,323,342 (accounting value on grant date)

35,000{shares granted subject to performance and presence conditions. The vesting of performance shares is contingent on the realization of both an external performance condition and an internal performance condition. The internal performance condition accounts for 50% of the grant and is based on Organic Free Cash Flow over the three-year period from 2017 to 2019. The minimum amount necessary for shares to vest is €2.9{billion. Above this threshold, shares vest progressively on a straight-line basis, with the maximum grant requiring Organic Free Cash Flow of €3.2{billion or more. The external performance conditions accounts for 50% of the grant and is based on the comparative performance of the Capgemini share over three{years against the average performance of a basket of 8{comparable companies in the same business sector and from at least 5{countries (Accenture/Indra/Atos/Tieto/Sopra Steria/CGI Group/Infosys and Cognizant) and the CAC{40 index (new since 2014). Accordingly, no shares vest if the relative performance of the Capgemini share is less than 100% of the performance of the basket of comparable companies, while 100% of shares vest only if this relative performance is at 110% or above. If performance is similar to that of the market only 50% of the initial grant vests. The external condition has been strengthened since 2016, as the effective vesting of shares starts from a minimum achievement of 100% of the basket of comparable companies, while it historically started at 90%. The number of shares that may vest to the executive corporate officer may not exceed 0.001% of the share capital. Authorized by the Combined Shareholders’ Meeting of May{10, 2017. Sixteenth resolution Grant authorized by the Board of Directors on October{5, 2017

{

Stock options = N/A Other items = N/A

No stock options or other items were granted.

Attendance fees Voluntary waiver

The Board of Directors took due note of Mr.{Paul Hermelin’s decision to waive his right to collect attendance fees as a director of Capgemini SE. in respect of 2017 (as he has done for the last eight years).

Valuation of{benefits in{kind

€0

No benefits in kind.

96

REGISTRATION DOCUMENT 2017 — CAPGEMINI

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