Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.1 Governance structure and composition of the Board of Directors

Registration Document 2016 — Capgemini

in Section 2.3.

Board meeting focusing on the Group’s strategy, which includes

key Group managers in the discussions of the Board of Directors.

A more detailed description of General Management is presented

The directors meet regularly with members of the Group

Management Board, particularly during Committee meetings

(Audit & Risk, Ethics & Governance, Compensation and Strategy &

Investment), periodic business reviews and the annual residential

governance, tailored to Capgemini’s specific

requirements

activities of the Lead Independent Director were identified as

facilitating the balance desired by the Board, in line with best

governance practices.

Further information on Board assessments

is presented in Section 2.2.3.

observation that the Company enjoys balanced and efficient

governance was reiterated during recent assessments of the

Board’s activities and, in particular, during the external

assessment of the Board performed in 2016. The role and

the Company’s current method of governance to be the most

adapted to the specific requirements of Capgemini, while allowing

the Board to carry out its duties as well as possible. This

Therefore, based on these different factors, the Board considers

Cap Gemini’s constant drive to improve governance for a number

of years has also been recognized externally, with Cap Gemini

Paris EUROPLACE International Financial Forum.

receiving the Governance Prize at the 2016 Annual General

Meeting Grand Prix ceremony held on July 5, 2016 during the

of the Board of Directors

2.1.2

A RENEWED BOARD OF DIRECTORS, TAILORED TO THE CHALLENGES FACING CAPGEMINI

THE BOARD OF DIRECTORS IN 2016

(1)

DIVERSITY

(4)

FOREIGN

NATIONALITY

INDEPENDENT

DIRECTORS

(2)

AVERAGE AGE

years old

AVERAGE TERM

OF OFFICE

years

(1) As at December 31, 2016.

(2) The directors representing employees and employee shareholders are not taken into account in calculating this percentage, in accordance with the provisions

of the AFEP-MEDEF Code.

(3) The two directors representing employees are not taken into account in calculating this percentage, in accordance with Article L.225-27 of the French Commercial Code.

(4) Foreign or dual nationality directors conducting their main activity outside France.

EMPLOYEE

REPRESENTATION

DIRECTORS

representing employees

DIRECTOR

representing employee

shareholders

PERCENTAGE

OF MALE/FEMALE

DIRECTORS

(3)

MALE

FEMALE

employee directors, in accordance with the Company’s bylaws.

three members representing employees. The vast majority of

directors are independent, with an almost identical number of

male and female directors. Directors are appointed for a period of

four years either by Shareholders’ Meeting, or in the case of

The Cap Gemini Board of Directors has 15 members, including

Further information on the provisions of the bylaws governing the

Board of Directors is presented in Section 7.1.17.

and experience

Composition of the Board – a range of profiles

the Cap Gemini Board of Directors has changed significantly over

time, with the replacement of more than half its members.

Since the regrouping of the duties of Chairman of the Board of

Directors and Chief Executive Officer in 2012, the composition of

Independent Director is invaluable.

also ensures that the Board retains a range of experience and

nationalities and respects male/female parity. To this end, the

work of the Ethics & Governance Committee, chaired by the Lead

its members and identifies the direction to be taken to ensure the

best possible balance with regards to international development

and the human diversity of the Group’s employees, changes in its

shareholding base and the various challenges facing Capgemini. It

The Board of Directors regularly assesses its composition and the

various areas of expertise and experience contributed by each of

and viewpoints.

The Board has also included a representative of employee

shareholders since 2012 and two employee representatives since

September 2016, further contributing to the range of experience

provisions on employee representation on the Board of Directors.

members, increasing the number of independent and female

directors, opening up the Board to employees and reducing the

average age of directors, while limiting the increase in the number

of directors to the implementation of the Rebsamen Law

The change in the composition of the Board of Directors in recent

years has enabled the replacement of a large number of its

expertise they bring to the Board is presented in Section 2.1.3 of

this Registration Document.

The current composition of the Board together with the profile of

each director is summarized in the following table. A detailed

individual presentation of each director and the experience and