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REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING OF MAY 10, 2017
6.1 Resolutions presented at the Ordinary Shareholders’ Meeting
6
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Registration Document 2016 — Capgemini
Chief Executive Officer for 2017
Fixed and variable compensation of the Chairman and
strategic objectives adopted for the V2 component.
indicators underlying the V1 calculation, as well as the personal
compensation for fiscal year 2017, defining the performance
calculating the variable component of Mr. Hermelin’s
€1,452,000 for 2017. The Board also set the procedure for
This implies that the fixed part of Mr. Hermelin, will remain at
compensation unchanged for 2017 at €2,420,000 (since 2013).
Committee, to leave Mr. Paul Hermelin’s theoretical
pursuant to the recommendation of the Compensation
Following the principles just described, the Board decided,
Accordingly, the operating indicators adopted for 2017 V1
compensation will remain as follows:
revenue growth: 30% weighting;
◗
operating margin rate: 30% weighting;
◗
pre-tax net profit: 20% weighting;
◗
free cash flow: 20% weighting.
◗
accelerated formula (upward or downward).
budgeted Group consolidated results and will be subject to the
in past years, based on a comparison of actual audited and
The level of attainment of these indicators will be determined as
compensation have been assigned an individual specific weight.
The personal strategic objectives adopted for 2017 V2 variable
2017 in line with its strategic plan and associated indicators, in
They relate to the operational transformation of the Group in
particular around:
(out of which 15% quantifiable);
the Digital and Cloud strategic road map, 40% weighting
i)
quantifiable); and
management and mobility, 30% weighting (out of which 15%
the HR and delivery strategy around diversity, talent
ii)
(out of which 20% quantifiable).
the growth of the North American market, 30% weighting
iii)
quantified objectives and the Board shared the same imperative
grounds at the end of 2017 with a weight of 50% based on
will be subject to a quantitative evaluation in 2017.
when finalizing the objectives. Therefore 75% of the variable part
The Compensation Committee has formalized these objectives in
such a way as they can be clearly assessed on objective
held in 2018.
approval by the shareholders at the Shareholders’ Meeting to be
Chief Executive Officer for fiscal year 2017 remains subject to
Payment of the variable compensation of the Chairman and
FIFTH RESOLUTION
in kind granted to the Chairman and Chief Executive Officer
components of total compensation and all types of benefit
allocating and awarding the fixed, variable and exceptional
Approval of the principles and criteria for determining,
and after having read the report prepared in accordance with
quorum and majority rules for Ordinary Shareholders’ Meetings
The Combined Shareholders’ Meeting, voting in accordance with
Article L.225-37-2 of the French Commercial Code, approves the
fixed, variable and exceptional components of total compensation
principles and criteria for determining, allocating and granting the
report.
Executive Officer by virtue of his office as detailed in the said
and all types of benefit in kind granted to the Chairman and Chief
OF THE 6
TH
RESOLUTION
MR PAUL HERMELIN, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
VOTE ON THE COMPONENTS OF COMPENSATION DUE OR AWARDED IN RESPECT OF FISCAL YEAR 2016 TO
OVERVIEW
Shareholders’ Meeting for a mandatory vote. The following table
awarded in respect of fiscal year 2016 must be presented to the
compensation of each executive corporate officer due or
November 2016 with which Cap Gemini complies, the
Pursuant to the revised AFEP-MEDEF Code issued in
“say on pay” policy.
Hermelin, subject to shareholder mandatory vote pursuant to the
summarizes the 2016 compensation components of Mr. Paul
Document of Cap Gemini.
This table is also set out in 2.4.2 of the 2016 Registration