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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
281
Registration Document 2016 — Capgemini
vote
value
subject to
Amount or
accounting
Presentation
V2: qualitative part based on 2016 objectives
Categories
Weight
Weighted total
Succesful IGATE integration
30%
118.0%
Next strategic development
20%
Account centricity and Industrialisation
25%
HR strategy
25%
Variable V2 on target
484,000
Computed V2
571,120
TOTAL 2016 VARIABLE COMPENSATION
1,075,855
As a % of the total variable on target
111.1%
As a % of fixed compensation
74.1%
policy to the shareholders.
approved by the Board at the beginning of Y+1 and is paid after the submission of the compensation
The variable compensation due in respect of a given year is calculated based on the audited accounts
compensation
variable
Deferred
N/A
There is no deferred variable compensation.
compensation
variable
Multi-year
N/A
There is no multi-year variable compensation mechanism.
compensation
Exceptional
N/A
No exceptional compensation was paid.
shares or any
performance
options,
Stock
compensation
of long-term
other form
Performance
€2,212,650
shares
grant date)
value on
(accounting
42,000 shares granted subject to performance and presence conditions.
as the effective vesting of shares starts from a minimum achievement of 100% of the basket of
that of the market only 50% of the initial grant vests.
The external condition has been strengthened
100% of shares vest only if this relative performance is at 110% or above. If performance is similar to
Gemini share is less than 100% of the performance of the basket of comparable companies, while
CAC 40 index (new since 2014). Accordingly, no shares vest if the relative performance of the Cap
5 countries (Accenture/CSC/Atos/Tieto/Sopra Steria/CGI Group/Infosys and Cognizant) and the
performance of a basket of 8 comparable companies in the same business sector and from at least
on the comparative performance of the Cap Gemini share over three years against the average
comparable companies, while it historically started at 90%.
of the grant and is based on Organic Free Cash Flow over the three-year period from 2016 to 2018.
condition and an internal performance condition. The internal performance condition accounts for 50%
The vesting of performance shares is contingent on the realization of both an external performance
€2.7 billion or more. The external performance conditions accounts for 50% of the grant and is based
progressively on a straight-line basis, with the maximum grant requiring Organic Free Cash Flow of
The minimum amount necessary for shares to vest is €2.4 billion. Above this threshold, shares vest
share capital.
The number of shares that may vest to the executive corporate officer may not exceed 0.001% of the
Authorized by the Combined Shareholders’ Meeting of May 18, 2016.
Ninth resolution
Grant authorized by the Board of Directors on July 26, 2016
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 Cap Gemini S.A. in respect of 2016 (as both Mr. Serge Kampf and he
have done for the last seven years).
Valuation
of benefits
in kind
€0
No benefits in kind.