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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
Ms. Anne Bouverot
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mobile connections on technology uses. She also brings specific
Capgemini Group strategic discussions given the impact of
and identity in Digital and connected environments.
Digital expertise to the Board of Directors in the areas of security
leading positions in international organizations. The duties she
sector, a key information technology sector, where she has held
has performed allow her to make a key contribution to
been Chairman and Chief Executive Officer of Safran Identity &
Strategy & Investment Committee. Ms. Anne Bouverot has
has spent the majority of her professional career in the Telecoms
Security SAS (formerly Morpho SAS) since August 1, 2015. She
2013. An Independent Director, she is also a member of the
Ms. Anne Bouverot has been a director of Cap Gemini since
Mr. Pierre Pringuet
2012 and a director of various listed companies, Mr. Pringuet
(AFEP) (French Association of Private Enterprises) since June 29,
governance and executive compensation.
also contributes to the Board his expertise in corporate
group, as well as his strategy and development experience,
consumer goods sector, as a senior executive of an international
President of the
Association Française des Entreprises Privées
particularly in international external growth transactions.
Pringuet brings to the Board extensive experience in the
Directors of Pernod Ricard since August 29, 2012, Mr. Pierre
Governance Committee. Vice-Chairman of the Board of
Mr. Pierre Pringuet has been a director of Cap Gemini since
Compensation Committee and a member of the Ethics &
2009. An Independent Director, he is also Chairman of the
Section 2.1.3 of this Registration Document.
A detailed individual presentation of these directors is available in
period of four years.
Mr. Patrick Pouyanné as a member of the Board of Directors for a
offices that will expire in 2018, the Board wished to strengthen its
of office of directors, particularly in anticipation of the numerous
Shareholders' Meeting of May 10, 2017 the appointment of
composition immediately by proposing to the Combined
In addition, in order to improve the staggered renewal of the terms
AFEP-MEDEF Code to which the Company refers.
be considered independent pursuant to the criteria of the
geopolitical issues and his experience in managing a leading
an essential role. The Board has indicated that Mr. Pouyanné may
international energy group, a sector where new technologies play
bring to the Board his expertise in macroeconomic and
Chairman and Chief Executive Officer of TOTAL, Mr. Pouyanné will
Chapter 6 of this Registration Document.
A detailed individual presentation of Mr. Pouyanné is available in
in the calculation of this percentage).
directors (excluding directors representing employees and
Directors would have 16 directors, with 62% of independent
two directors representing employees are not taken into account
employee shareholders) and 43% of female directors (the
expire by the Combined Shareholders’ Meeting of May 10, 2017
Assuming renewal of the terms of office of directors whose offices
as well as the appointment of Mr. Pouyanné, the Board of
Independence of the Board of Directors
Independence criteria
by the AFEP-MEDEF Corporate Governance Code (“a director is
Company, the Group or its Management, that is likely to impair
independent when he/she has no relationship of any sort with the
his/her judgment”).
of each director in light of the definition of independence adopted
The Board of Directors periodically reviews the personal situation
whether a director is independent (Article 8.5 of the
Governance Committee and then by the Board, to determine
AFEP-MEDEF Code):
The following criteria are examined, initially by the Ethics &
five years:
is not and has not been during the course of the previous
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an employee or executive corporate officer of the Company,
an employee or executive corporate officer or director of a
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company that the Company consolidates,
an employee or executive corporate officer or director of the
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company consolidates;
Company’s parent company or a company that this parent
Company holds directly or indirectly a directorship or in which an
is not an executive corporate officer of a company in which the
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of the Company (currently or within the last 5 years) holds a
employee designated as such or an executive corporate officer
directorship;
is not a customer, supplier, corporate bank or financing bank:
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material for the Company or its Group,
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share of activity;
or for which the Company or its Group represents a material
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does not have close family ties with a corporate officer;
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5 years;
has not been the statutory auditor of the Company in the last
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the twelve-year anniversary).
has not been a director of the Company for more than twelve
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years (the status of Independent Director is lost on the date of
Ratio and Calculation rules
Cap Gemini S.A., the AFEP-MEDEF Code recommends that at
In companies with widely-held share capital, such as
least one-half of Board members should be independent.
and not the full 15 members of the Board.
of this Registration Document is calculated based on 12 members
Directors on the Cap Gemini S.A. Board of Directors on the date
AFEP-MEDEF Code. Accordingly, the percentage of Independent
Directors representing employee shareholders and directors
Board’s independence, in accordance with the provisions of the
representing employees are not included when calculating the