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CORPORATE GOVERNANCE AND INTERNAL CONTROL
2.1 Governance structure and composition of the Board of Directors
2
39
Registration Document 2016 — Capgemini
Governance structure and composition of the
2.1
Board of Directors
History and governance structure
2.1.1
BALANCED GOVERNANCE, TAILORED TO CAPGEMINI’S SPECIFIC REQUIREMENTS
History
company. He had taken the Group to the top of its sector when
grow, ethical conduct at all times and performance at its best.
he handed Paul Hermelin the Executive Management of the Group
in 2002, followed by the Chair of the Board in 2012. He built the
Group based on principles that still apply today: a spirit of
enterprise, a passion for clients, an obsession to help employees
captain of industry the likes of which are rarely seen. In 1967, he
was among the first to understand the role of an IT services
was founded in 1967 by Mr. Serge Kampf, who was still Honorary
Chairman and Vice-Chairman at the time of his death on
March 15, 2016. Capgemini was shaped by Serge Kampf’s
extraordinary qualities. He was an exceptional entrepreneur and a
The Capgemini Group will celebrate its 50
th
anniversary in 2017. It
he wrote it.
Mr. Serge Kampf was particularly attentive to the drafting of the
Chairman’s report on corporate governance and internal control.
The text which follows largely sets out the history of the Group as
The story of this (nearly) half-century is a relatively simple one, and
can be split into four major periods:
period one (1967-1996): 29 years of independence
◗
the same Chairman and Chief Executive Officer, Mr. Serge Kampf,
its founder and the uncontested leader of a brilliant team of
managers that he formed around him and never ceased to
promote. Fully conscious that the Group - if it were to attain the
Sogeti - the parent and several times grand-parent company of
the current Group - was created in Grenoble in October 1967 as a
“traditional” limited liability company, managed nearly 30 years by
(CGIP, a partner since 1988 and Daimler Benz, shareholder since
1991):
increasingly ambitious objectives that he set each year - could not
restrict much longer its financial capacities to those of its founding
Chairman, Mr. Serge Kampf finally accepted in January 1996
under friendly pressure from the two other “main” shareholders
the two holding companies that had until then enabled him to
retain majority control,
to propose to the Combined Shareholders’ Meeting of
❚
May 24, 1996 the merger-absorption within Cap Gemini of
share capital increase of FRF2.1 billion, with the balance
subscribed in equal parts (FRF900 million) by Daimler and
CGIP,
to participate (personally in the amount of FRF300 million) in a
❚
and finally, to transfer the head office from Grenoble to Paris.
❚
and the Nordic countries and around 2,000 across approximately
(€2 billion),
i.e.
per capita
revenues of around FRF520,000
(€80,000).
10 other countries) - a 625-fold increase on its initial headcount! -
and reported annual revenues of approximately FRF13 billion
In May 1996, at the end of this initial period, the Group had
25,000 employees (7,000 in France, nearly 4,000 in the United
States, some 12,000 in the triangle formed by the UK, Benelux
period two (1996-2002): a changing shareholding structure
◗
Geoff Unwin, already considered to be the Group’s number two
within the Management Board.
two-tier governance structure and to reinstate Mr. Serge Kampf in
his duties as Chairman and Chief Executive Officer and to create
at his request a position of General Manager, which had never
really existed within the Group. The first holder of this position was
with 30% of the share capital). At the end of this four-year period,
the Combined Shareholders’ Meeting of May 23, 2000 held to
approve the 1999 financial statements decided not to renew this
Daimler-Benz’s decision to refocus on its core businesses (a
decision confirmed soon after by the spectacular takeover of
Chrysler), this latter was replaced by Mr. Ernest-Antoine Seillière,
Chairman of CGIP (now the principal shareholder of the Group,
for a four-year period, with Mr. Serge Kampf as Chairman of the
Management Board and Mr. Klaus Mangold (Daimler-Benz) as
Chairman of the Supervisory Board. One year later, following
managers, Mr. Serge Kampf presented his proposals to the
Shareholders’ Meeting which adopted them with a large majority.
Just after, a two-tier structure - more familiar to the German
shareholder than the French
société anonyme
- was introduced
On May 24, 1996, as announced in January to key Group
recommendation of its Chairman, to appoint as his replacement
Mr. Paul Hermelin, who became Group General Manager alongside
Mr. Serge Kampf, Chairman and Chief Executive Officer, on
January 1, 2002.
period but merely the reflection of the incorporation in our
headcount in May 2000 of 16,643 consultants from Ernst & Young.
Taking note of the decision made - and confirmed - by Geoff Unwin
to retire in the near future, the Board of Directors decided, at the
approximately €125,000, more than 50% above that of the first
economy, the Group had 55,000 employees and reported annual
revenues of around €7 billion,
i.e.
per capita
revenues of
In December 2001, after a difficult year whose disappointing results
only confirmed the threat of recession hanging over the global