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CORPORATE GOVERNANCE AND INTERNAL CONTROL
2.1 Governance structure and composition of the Board of Directors
2
46
Registration Document 2016 — Capgemini
Directors not classified as independent
below:
Based on the periodic review of the personal situation of each director in light of the definition of independence adopted by the
(excluding directors representing employees and employee shareholders) could not be considered independent for the reasons given
AFEP-MEDEF Corporate Governance Code, the Board considered in its meeting of February 15, 2017 that the following four directors
Director
Reason
Paul Hermelin
Chairman and Chief Executive Officer of the Company
Yann Delabrière
the Group represents a material share of activity
Director for more than 12 years, service provider of a Group subsidiary (through MM Consulting) for which
Phil Laskawy
Director for more than 12 years
Bruno Roger
Director for more than 12 years, major corporate banker of the Group
Directors classified as independent
considered in its meeting of February 15, 2017 that 8 of its
Based on the independence criteria set out above, the Board
12 members,
i.e.
66.66% could be considered independent,
i.e.
:
Watteeuw-Carlisle.
Siân Herbert-Jones, Xavier Musca, Pierre Pringuet and Caroline
Daniel Bernard, Anne Bouverot, Laurence Dors, Carole Ferrand,
Shareholders’ Meeting
Independence of the Board after the 2017 Combined
Shareholders’ Meeting of May 10, 2017, subject to the renewal of
will therefore decrease to 62% from May 10, 2017 (
i.e.
8 members
the Board, the percentage of independent directors on the Board
out of 13).
of the Company for more than 12 years. Assuming the adoption of
his term of office by shareholders, as he will have been a director
and in particular the appointment of Mr. Pouyanné as member of
the resolutions presented to the Combined Shareholders’ Meeting
considered independent at the end of the Combined
The Board took due note that Mr. Daniel Bernard will no longer be
Overview of the independent status of the Board of Directors
Independent Directors
Percentage of
Board members*
Classification of
At the date of the
Document
2016 Registration
67%
and Caroline Watteeuw-Carlisle
Siân Herbert-Jones, Xavier Musca, Pierre Pringuet
Daniel Bernard, Anne Bouverot, Laurence Dors, Carole Ferrand,
Paul Hermelin, Yann Delabrière, Phil Laskawy, Bruno Roger
Meeting of May 10, 2017
Combined Shareholders’
At the end of the
62%
Anne Bouverot, Laurence Dors, Carole Ferrand, Siân Herbert-Jones,
Watteeuw-Carlisle
Xavier Musca, Patrick Pouyanné, Pierre Pringuet and Caroline
Paul Hermelin, Daniel Bernard, Yann Delabrière, Phil Laskawy, Bruno Roger
In bold: members considered independent by the Board.
(*)
Absence of conflicts of interest
interest:
AFEP-MEDEF Code concerning the prevention of conflicts of
Article 7.1 of the Cap Gemini Board of Directors’ Charter requires
directors to comply with recommendation no. 19 of the
notify the Board of Directors of any one-off conflict of interest or
circumstances in the Company’s interest. They are required to
related decision. Any director who has a permanent conflict of
potential conflict of interest and to refrain from voting on the
represent all the shareholders and are required to act in all
“Although they are themselves shareholders, the Directors
interest is required to resign from the Board.”
assess the absence of conflict of interest for directors.
the Board of Directors implemented an appraisal procedure to
Authority (AMF) and the Corporate Governance High Committee,
In light of the recommendations of the French Financial Markets
their knowledge, of any conflicts of interest.
Gemini was prepared and communicated to Daniel Bernard, Lead
Capgemini Group and which have directors in common with Cap
Committee. In addition, each year directors are required to issue a
Independent Director and Chairman of the Ethics & Governance
Capgemini Group and entities that are suppliers and/or clients of
To this end, a statement of business flows between
statement to the Company regarding the existence or absence, to
confirmed the absence of any conflicts of interest.
Taking account of these results, the Lead Independent Director
directors.
between a director and the Company or its Group or between
the general duties of the Ethics & Governance Committee which is
These conflict of interest prevention measures supplement one of
any potential situations of conflict of interest it has identified
to draw the attention of the Chairman of the Board of Directors to
by corporate officers)
.
Chairman and CEO of MM Consulting.
Further information on
MM Consulting and Capgemini Consulting. Mr. Delabrière is the
Section 2.4.3
(Attendance fees and other compensation received
compensation received under this agreement is presented in
Advisor at Capgemini Consulting, a strategy and transformation
Delabrière, a director of Cap Gemini, has been appointed a Senior
followed the end of a one-year services agreement between
consulting entity of the Capgemini Group. This appointment
In this respect, it was identified in October 2016 that Mr. Yann