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Registration Document 2016 — Capgemini
2
Corporate governance and
Internal control
Governance structure and 2.1 composition of the Board of Directors39 History and governance structure 2.1.1 39 Composition of the Board of Directors 2.1.2 41 Information on the members of the Board of 2.1.3 Directors (at December 31, 2016) 48 Board of Directors and other senior managers involving the Company’s shares Transactions carried out by members of the 2.1.4 63 Board of Directors Organization and activities of the 2.2 64 Organization of the Board of Directors 2.2.1 65 Activities of the Board of Directors in 2016 2.2.2 70 Assessment of the Board of Directors 2.2.3 72 Role and composition of the four Specialized 2.2.4 Board Committees 73 Director compensation 2.2.5 78 General organization of the Group 2.3 79 Operational structure 2.3.1 79 Group Management 2.3.2 80 The central departments 2.3.3 80 Compensation of executive corporate 2.4 officers 83 Chairman and Chief Executive Officer 2.4.1 compensation policy 83 2016 Compensation of the Chairman and Chief 2.4.2 Executive Officer 86 Attendance fees and other compensation 2.4.3 received by corporate officers 91 Stock subscription options, stock purchase 2.4.4 options and performance shares 93 Internal control and risk management 2.5 procedures 96 Definition of the internal control and risk 2.5.1 management systems 96 management systems Organization of the internal control and risk 2.5.2 96 Implementation of risk management and internal 2.5.3 control objectives for the preparation and processing of financial and accounting information 99 improvements to risk management and internal control systems Measures implemented as part of constant 2.5.4 101 S.A. the French Commercial Code on the report prepared by the Chairman of the Board of Directors of Cap Gemini Statutory Auditors’ report, prepared in 2.6 accordance with Article L.225-235 of 102