40 / 330
CORPORATE GOVERNANCE AND INTERNAL CONTROL
2.1 Governance structure and composition of the Board of Directors
2
40
Registration Document 2016 — Capgemini
period three (2002-2012): a well-prepared transfer of power
◗
the acquisition in October 2006 of KANBAY, with its 5,000 Indian
employees.
15 years previously - but a reflection of the international spread of
the Group’s activities and employees since 2003, accelerated by
at the end of 2011, the Group had 120,000 employees (compared
with 55,000 employees 10 years previously) and reported
revenues of €10 billion compared with €7 billion in 2001,
i.e.
a fall
in
per capita
revenues to €81,000 - practically the same as
the Group invested considerable sums in major restructuring
operations (accepted and even encouraged by a Board of
Directors, once again very active), the most obvious outcome of
which was the reinvigoration of all Group companies: for example,
be part of this two-man team - become a source of ambiguity,
confusion and possibly even conflict. Despite the heavy storm
which battered the Group during the first four years of this period,
NRE says regarding the respective roles, powers and
responsibilities of the Chairman and the Chief Executive Officer.
Certain directors even observed that the very general drafting of
this law could one day - for example should one or other no longer
two-man team operated efficiently and in harmony for 10 years,
although this was due more to the relationship of trust, friendship
and mutual respect between the two individuals than what the
the Group for 35 years, the time had come for him to give more
power and visibility to the person he considered the best qualified
to succeed him one day (he also informed CGIP of this choice in a
planning letter dated December 1999, “just in case”). This
recommend to the Board of Directors - which accepted - to split
the functions of Chairman and Chief Executive Officer, as recently
made possible by the New Economic Regulations Law (NRE). He
considered that after creating, expanding, leading and managing
On July 24, 2002, Mr. Serge Kampf took the initiative to
period four (2012 to this day): a new dimension for the
◗
Group
the “standard” method of governance (that of a company in which
on the renewal of his term of office, Mr. Serge Kampf informed
directors that “after having enjoyed the benefits of separation for
10 years” he had decided to place this office back in the hands of
the Board of Directors while recommending a return at this time to
On April 4, 2012, as he had already implied two years previously
Mr. Paul Hermelin, who had widely demonstrated, throughout a
“probationary period” of a rather exceptional length, his ability to
hold this role.
the duties of Chairman and Chief Executive Officer are exercised
by the same individual) and the appointment as Chairman and
Chief Executive Officer of the current Chief Executive Officer,
recommendations and solemnly conferred on Mr. Serge Kampf
the title of “Honorary Chairman” and function of Vice-Chairman.
The Board informed the Combined Shareholders’ Meeting of
May 24, 2012 of this change, which gave a standing ovation in
honor of the immense contribution of Mr. Serge Kampf to the
development and reputation of the Company.
At its meeting of April 4, 2012, the Board followed these
Serge Kampf passed away on March 15, 2016.
Current governance structure
Chairman and Chief Executive Officer
of the Board of Directors and Chief Executive Officer of the
Company.
Since 2012, Mr. Paul Hermelin carries out the duties of Chairman
shareholder base, assumes management and the Board of
Directors are on the same page, thereby strengthening the
regrouping of the duties of Chairman and Chief Executive Office.
the duties of Chairman of the Board of Directors and Chief
Executive Officer seemed the most appropriate after a long
transition phase launched in 2002. The management of an
increasingly international and decentralized group with an open
The Board considered that this method of governance regrouping
of power existed within the Board of Directors. The Board noted in
particular:
The Board of Directors also considered that a satisfactory balance
Board;
the presence of a majority of Independent Directors on the
◗
the existence of four Specialized Board Committees with
◗
different remits encompassing Audit & Risk, Compensation,
Ethics and Governance and Strategy; and
the restrictions introduced by the Board of Directors’ Charter on
◗
the powers of the Chief Executive Officer by requiring the prior
approval by the Board of Directors of major strategic decisions
and decisions likely to have a material impact on the Company.
Board Committees are presented in Section 2.2.4.
Further information on restrictions on the powers of the Chief
Executive Officer is presented in Section 2.2.1 (Organization of the
Board of Directors). The roles and composition of the Specialized
Lead Independent Director
his own initiative or at the request of one or more Board members.
He also performs the annual assessment of the activities of the
Board of Directors and steers the recruitment process for new
directors.
executive sessions bringing together the directors with no
relationship with the Company at least twice a year. He is
consulted by the Chairman on the draft agenda of every Board
meeting and can propose the inclusion of items on the agenda at
in May 2014 and entrusted to Daniel Bernard. The Lead
Independent Director has a number of prerogatives and specific
duties. He chairs the Ethics & Governance Committee and
As part of the constant drive to improve governance within the
Company, the position of Lead Independent Director was created
Directors with a collective approach to its organization and
activities and the vigilant authority of a Lead Independent Director
with specific powers and duties.
Group’s governance enjoys an active and independent Board of
Accordingly, while the duties of Chief Executive Officer and
Chairman of the Board of Directors have been regrouped, the
Independent Director is presented in Section 2.2.1 (Organization
of the Board of Directors).
Further information on the roles and duties of the Lead
Executive Board
Committee members, and particularly the heads of the main group
businesses, the Chief Financial Officer, the People Management and
Transformation Director and the Director in charge of production.
collective management of the Company. The GEB is chaired by
Mr. Paul Hermelin and comprises a limited number of Executive
Hermelin also contributes on an operating level to ensuring the
The creation of a Group Executive Board (GEB) to assist Mr. Paul