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CORPORATE GOVERNANCE AND INTERNAL CONTROL
2.1 Governance structure and composition of the Board of Directors
2
47
Registration Document 2016 — Capgemini
The Board of Directors considered Mr. Delabrière’s assignment to
the everyday activities of Capgemini Consulting and was governed
be compatible with his duties as director, noting that it concerned
by a service agreement entered into on an arm’s length basis.
Declarations concerning corporate officers
the Board of Directors:
As far as the Company is aware, none of the current members of
five years;
has been found guilty of fraud at any time during the last
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at any time during the last five years;
has been involved in any bankruptcy, receivership or liquidation
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has been subject to any form of official public sanction and/or
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(including designated professional bodies), it being noted that:
criminal liability pronounced by a statutory or regulatory authority
to the Court of Cassation, the French Supreme Court;
Regulations with respect to disclosures concerning the
based on Articles L.621-15 (paragraphs II (c) and III (c) of the
Company’s objectives for 2012. Concerning Mr Yann Delabrière,
Appeal Court confirmed the amount of financial penalties at
of Appeal on February 26, 2015. On June 30, 2016, the Paris
€100,000 and Mr. Yann Delabrière and Faurecia S.A., appealed
financier), financial penalties of €100,000, were handed down by
French Monetary and Financial Code (Code monétaire et
together with Faurecia against this decision with the Paris Court
the AMF against him; Mr. Yann Delabrière filed an appeal
capacity of Chairman and Chief Executive Officer of Faurecia
considered that Faurecia S.A. and Mr. Yann Delabrière, in his
Articles 223-1, 223-2 and 223-10-1 of the AMF General
S.A., had failed to comply with certain obligations set out in
Commission of the French Financial Markets Authority (AMF)
In a decision dated December 18, 2014, the Sanctions
has been disqualified by a court from acting as a member of the
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or from participating in the management or conduct of the affairs
administrative, management or supervisory bodies of an issuer
of any issuer at any time during the last five years.
As far as the Company is aware, there are no:
private interests and/or any other duties;
Directors between their duties towards Cap Gemini and their
conflicts of interest among the members of the Board of
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of the Board of Directors was selected;
customers or suppliers pursuant to which one of the members
arrangements or agreements with the principal shareholders,
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on the sale of their investment in the share capital of Cap Gemini
restrictions accepted by the members of the Board of Directors
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performance shares detailed in Section 2.4.1);
(other than the obligation for Mr. Paul Hermelin to hold his
for the granting of benefits upon termination thereof.
Directors and Cap Gemini or any of its subsidiaries that provide
service contracts between the members of the Board of
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members of the Board of Directors.
As far as the Company is aware, there are no family ties between
with related parties
Information on regulated agreements
Commercial Code were authorized by the Board of Directors
No agreements governed by Article L.225-38 of the French
during the year ended December 31, 2016.
consideration).
were frozen with effect from October 31, 2015 without any
senior executives regarded as having made a significant and
Hermelin has been a beneficiary of this plan since 2007 (his rights
lasting contribution to the development of the Group. Mr. Paul
The statutory auditor’s special report for the year ended
Company’s supplementary pension plan set-up in favor of certain
December 31, 2016 highlights the continuation in 2016 of the
special report on page 254 (Agreements and commitments
More detailed information can be found in the Statutory Auditors’
approved in previous years but not implemented during the year).
Loans and guarantees granted to directors and
managers of the Company
None.