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ADDITIONAL INFORMATION
7.1 Legal information
7
317
Registration Document 2016 — Capgemini
Provisions of the bylaws governing administrative and management bodies
7.1.17
of office
Appointment of directors and duration of terms
or three years.
purposes of this rolling renewal, the General Shareholders’
Meeting may appoint one or more directors for a term of one, two
a rolling basis to ensure the staggered renewal of terms of office in
as equal fractions as possible. Exceptionally, and solely for the
of three and a maximum of eighteen members, who must be
individuals. Directors are appointed by Shareholders’ Meeting for
The Company has a Board of Directors comprised of a minimum
with the law or these bylaws, shall be appointed or reappointed on
a period of four years. Directors, other than directors representing
employees or employee shareholders appointed in accordance
appointed by Shareholders’ Meeting for a period of four years
when, at the end of a fiscal year, the percentage of share capital
In addition, a director representing employee shareholders is also
held by employees of the Company and companies related to it
within the meaning of Article L.225-180 of the French Commercial
Code, represents over 3% of the Company‘s share capital. The
director representing employee shareholders is elected by
bylaws.
Ordinary Shareholders’ Meeting from a choice of two candidates
nominated in accordance with the provisions of the law and the
As part of the employee’s representation on the Board of
directors representing employees, appointed for a four-year term
as follows:
Directors, pursuant to the provisions of the Rebsamen law of
August 17, 2015, the Board of Directors also comprises two
most votes at the first round of the elections referred to in
Articles L.2122-1 and L.2122-4 of the French Labor Code,
one director appointed by the union body which obtained the
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organized by the Company and direct or indirect subsidiaries
whose registered office is located in France;
a second director representing employees appointed by the
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European Group Council (known as the International Works
Council in Capgemini Group).
determining the maximum number of directors pursuant to
Article L.225-17 of the French Commercial Code.
directors representing employees are not taken into account in
The director representing employee shareholders and the
Age limit for directors
Pursuant to Article 11.4) of the bylaws, the number of directors over
not exceed one-third (rounded up to the nearest whole number
where appropriate) of the total number of directors in office.
seventy-five (75) years of age at the end of each Shareholders’
Meeting called to approve the Company financial statements, may
Age limit for the Chairman of the Board
of Directors
The age limit for the exercise of the duties of Chairman of the
Board of Directors is as follow:
Chief Executive Officer; and
seventy (70) years of age when he/she also holds the position of
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seventy-nine (79) years of age when he/she does not hold the
position of Chief Executive Officer.
Ordinary Shareholders’ Meeting following the Chairman’s birthday.
In both cases, the term of office expires at the end of the first
expire the day of the first Ordinary Shareholders’ Meeting following
his/her seventieth birthday.
Where the functions of Chairman and those of Chief Executive
Officer are separated, the functions of Chief Executive Officer
Minimum investment of directors in the share
capital of the Company
Pursuant to Article 11.2) of the bylaws, each director must hold at
least one thousand (1,000) shares in the Company throughout
their term of office.
representing employee shareholders and to directors representing
employees.
This obligation to hold shares is not applicable to directors
Majority rules within the Board of Directors
Decision are taken in accordance with quorum and majority rules
provided by law, except for the decision regarding the two
casting vote.
possible methods for the Company’s General Management.
Where voting is tied, the Chairman of the Company has the
General Management
between these two possible methods for the Company’s General
Management, voting with a two-thirds majority of all directors.
individual appointed by the Board of Directors, who holds the title
of Chief Executive Officer. The Board of Directors chooses
title of Chairman and Chief Executive Officer), or by another
The General Management of the Company is assumed by either
the Chairman of the Board of Directors (who therefore holds the
functions of Chairman and Chief Executive Officer and appointed
the Chief Executive Officer, Paul Hermelin, to the position of
On April 4, 2012, at the recommendation of the Chairman at the
time, Serge Kampf, the Board of Directors decided to regroup the
Chairman and Chief Executive Officer (for further details please
refer to Chapter 2 of this Registration Document).
Charter and Board Special Committees
Please refer to Chapter 2 of this Registration Document.