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CORPORATE GOVERNANCE AND INTERNAL CONTROL
2.1 Governance structure and composition of the Board of Directors
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Registration Document 2016 — Capgemini
Changes in the composition of the Board in 2016
with respect to the criteria of the AFEP-MEDEF Code.
These appointments also strengthened the independence of the
May 18, 2016: Ms. Carole Ferrand and Ms. Siân Herbert-Jones.
confirmed that both candidates were considered independent
Board, the Board of Directors’ meeting of March 23, 2016 having
therefore appointed by the Combined Shareholders’ Meeting of
with profiles and experience meeting these objectives were
of profiles and cultures represented. Two new female directors
expertise and strengthen the Audit Committee, while confirming
In 2016, the Board of Directors decided to increase its financial
well as increasing the number of female directors and the diversity
the need to continue decreasing the average age of directors, as
Masters, therefore joined the Board of Directors on September 1,
representing employees, Mr. Robert Fretel and Mr. Kevin
2016, bringing the total number of directors to 15.
regulations now applicable to Cap Gemini. Two directors
appointment of employee directors in accordance with the
shareholders and amended the Company’s bylaws to enable the
renewed the term of office of the director representing employee
The Combined Shareholders’ Meeting of May 18, 2016 also
Changes in 2016
Lucia SINAPI-THOMAS
Re-appointment for a period of 4 years
Member of the Compensation Committee
Director representing employee shareholders
Siân HERBERT-JONES
Appointment for a period of 4 years
Member of the Audit & Risk Committee
Independent Director
Carole FERRAND
Appointment for a period of 4 years
Member of the Audit & Risk Committee
Independent Director
Kevin MASTERS
Appointment for a period of 4 years
Member of the Compensation Committee
Director representing employees
Robert FRETEL
Appointment for a period of 4 years Member of the Strategy & Investment Committee
Director representing employees
Board
Upcoming changes in the composition of the
of May 10, 2017, the renewal of the terms of office of the following
propose to shareholders at the Combined Shareholders’ Meeting
three directors for a period of four years:
of Directors during its meeting of March 8, 2017 decided to
At the proposal of the Ethics & Governance Committee, the Board
Mr. Daniel Bernard
◗
held top positions, together with reputed expertise in corporate
transformation.
considerable experience in the retail sector and its digital
responsibilities in leading listed companies in France and the
governance, gained through major corporate governance
Board’s strategic discussions, thanks notably to his
United Kingdom. Mr. Daniel Bernard also contributes to the
management of leading international companies where he has
brings to the Board of Directors considerable experience in the
Strategy & Investment Committee. As the former Chairman
the Board of Directors' Charter. He is also a member of the
current Chairman of the investment company, Provestis, he
and/or Chief Executive Officer of international groups and the
Mr. Daniel Bernard has been a director of Cap Gemini since
Chairman of the Ethics & Governance Committee pursuant to
2005 and Lead Independent Director since 2014 and, as such,
of the Combined Shareholders’ Meeting of May 10, 2017 and as
the threshold of 12 years as a director of the Company at the end
Currently an Independent Director, Mr. Daniel Bernard will exceed
such will no longer be considered independent from this date
Company refers.
pursuant to the criteria of the AFEP-MEDEF Code to which the
the end of the Combined Shareholders' Meeting of May 10,
wish that the Company could comply with these provisions from
2017. Mr. Daniel Bernard has therefore decided to resign his
& Governance Committee from May 10, 2017.
duties as Lead Independent Director and Chairman of the Ethics
As the Company's Charter and the revised AFEP-MEDEF Code
Director must be an independent director, it was Mr. Bernard's
issued in November 2016 state that the Lead Independent
Governance Committee and Chairman of the Compensation
Company since 2009. He is also a member of the Ethics &
Commitee but will remain a member.
Committee. He will vacate the Chair of the Compensation
Director and Chairman of the Ethics & Governance Committee
wishes to appoint Mr. Pierre Pringuet as Lead Independent
An Independent Director, Mr. Pringuet has been a director of the
following the Combined Shareholders’ Meeting of May 10, 2017.
2014, and indicated at its meeting of March 8, 2017 that it
The Board warmly thanks Mr. Daniel Bernard for his work since
Governance Committee.
a member of the Audit & Risk Committee and the Ethics &
Ms. Laurence Dors will be appointed as the Chairman of the
has been a director of the Company since 2010. She is currently
Compensation Committee. An independent director, Ms. Dors
the Board since his appointment as director and then Lead
work closely with the Vice-Chairman to prepare future
office as director. The Chairman and Chief Executive Officer will
developments in the Group's governance.
values, as well as his expertise, that it would be in the
development of the Group and ensuring compliance with its
should the Combined Shareholders’ Meeting renew his term of
Company’s interests to appoint him Vice-Chairman of the Board
Committee in 2014, his personality, his committment to the
Independent Director and Chairman of the Ethics & Governance
Bernard’s significant contribution to the smooth functioning of
The Board of Directors considers that given Mr. Daniel