Cap Gemini - Registration Document 2016

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CORPORATE GOVERNANCE AND INTERNAL CONTROL 2
38 Registration Document 2016 — Capgemini
BENCHMARK CORPORATE GOVERNANCE CODE AND REPORT OF THE CHAIRMAN OF THE BOARD
OF DIRECTORS
Paul Hermelin prepared the report of the Chairman of the Board of Directors on the composition of the Board and the
preparation and organization of its activities and on internal control and risk management procedures implemented by the
Company pursuant to:
the provisions of Article L.225-37, paragraph 6 of the French Commercial Code ( Code de commerce);
◗
the recommendations set out in the “Corporate Governance Code” issued jointly by AFEP and MEDEF (French private ◗
business associations) in December 2008 (recommendations immediately adopted by our Board of Directors as a
benchmark) and most recently revised in November 2016 and its application guidelines;
as well as the rules of good governance, adopted, applied and complied with continuously by the Capgemini Group since ◗
the closing of its first fiscal year on December 31, 1968 ( i.e. nearly 50 years ago!).
the Compensation Committee and the Ethics & Governance Committee.
This report was approved by the Board of Directors on February 15, 2017, following its review by the Audit & Risk Committee,
considers that its practices comply with the recommendations of the AFEP-MEDEF Code. However, the Company has
deviated from certain provisions for the reasons explained in the table presented on page 65.
Under the “Comply or Explain” rule provided for in Article L.225-37 of the French Commercial Code and stipulated in
Article 27.1 of the AFEP-MEDEF Corporate Governance Code for listed companies revised in November 2016, the Company
consulted at and
The most recent version of the AFEP-MEDEF Code updated in November 2016 and its application guidance may be