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CORPORATE GOVERNANCE AND INTERNAL CONTROL
2.2 Organization and activities of the Board of Directors
2
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Registration Document 2016 — Capgemini
Organization of the Board of Directors
2.2.1
The role of the Board of Directors
respect of the day-to-day operation of the Group. Given
Capgemini’s business as a service provider, the Board pays
particular attention to the management of the Group’s 193,077
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employees and thousands of managers across the globe.
strategies of Cap Gemini and the Group it controls, to ensure that
these strategies are implemented, to validate the legal and
operational structure of the Group and the appointment of key
managers and, more generally, to address any issues that arise in
The principal role of the Board of Directors is to determine the key
Operating rules
the best governance practices now aligned with the
recommendations of the AFEP-MEDEF Corporate Governance
Code to which Cap Gemini refers. Accordingly, the Board has:
For many years, the Cap Gemini Board of Directors has applied
of a constant drive to improve the governance of the Company
(see below);
prepared, adopted, applied and amended where useful or
necessary the
Board of Directors’ Charter,
particularly as part
Committee - and given each a clearly defined role (see
Section 2.2.4);
set up
four specialized Board Committees
- the Audit & Risk
◗
Committee, the Compensation Committee, the Ethics &
Governance Committee, and finally the Strategy & Investment
adopted a
system for allocating attendance fees
, whereby
◗
the majority of such fees are indexed to attendance at Board
and Committee meetings (see Section 2.2.5);
impair his/her judgment”) (see Section 2.1.2);
in light of the definition of
independence
adopted by the
AFEP-MEDEF Corporate Governance Code (“a director is
independent when he/she has no relationship of any sort with
the Company, the Group or its Management, that is likely to
periodically reviewed the personal situation
of each director
◗
regularly assessed its organization and operation
, either at
the time of the annual internal assessment performed by the
Lead Independent Director or three-yearly, through the
assessment conducted by an external consultant under the
responsibility of the Lead Independent Director (see
Section 2.2.3).
Article 27.1 of the AFEP-MEDEF Corporate Governance Code for listed companies revised in November 2016, the Company
considers that its practices comply with the recommendations of the AFEP-MEDEF Code. However, the Company has
deviated from certain provisions for the reasons explained in the following table.
Under the “Comply or Explain” rule provided for in Article L.225-37 of the French Commercial Code and stipulated in
Stock options and performance shares - Calendar period
do so each year.”
that awards are made at the same
calendar periods, e.g. after the disclosure
of the financial statements for the previous
financial year, and should preferably
Article 24.3.3: “The Board must ensure
Cap Gemini no longer grants stock options. The Board of Directors decided to grant
performance shares each year at the same calendar period at the Board meeting held at
the end of July or in October, despite the fact that they are a different type of financial
instrument whose value is not linked to the grant date.
Exceptionally, following the acquisition of the IGATE group in 2015, Cap Gemini decided
to grant free shares to certain of these employees in February 2016.
Cap Gemini is constantly seeking to improve its governance and
regularly monitors its compliance with the provisions of the
AFEP-MEDEF Code.
Accordingly, the Company has voluntarily brought the following
issues, explained in previous years by the Company, into
compliance with the provisions of the AFEP-MEDEF Code:
the Company’s bylaws to provide for the staggered renewal of
the terms of office of directors, in line with Article 13.2 of the
AFEP-MEDEF Code;
the Combined Shareholders’ Meeting of May 18, 2016 amended
◗
in accordance with Article 21 of the AFEP-MEDEF Code, the
◗
employment contract of the Chairman and Chief Executive
Officer was terminated on February 18, 2015;
absence of conflict of interest for Independent Directors.
implemented an appraisal procedure in 2015 to assess the
in light of the recommendations of the AMF and the Corporate
Governance High Committee, the Board of Directors
in November 2016, the following points no longer represent
deviations from the provisions of the AFEP-MEDEF Code:
Furthermore, following recent changes in the AFEP-MEDEF Code
performance shares are granted to executive corporate officers
◗
conditional upon the acquisition of a defined quantity of shares
once the shares granted are available;
the Audit Committee has a minimum period of two days to
◗
review the accounts before their review by the Board.
Board Charters
The Charters of the Board of Directors and the specialized Board
Committees are available on the Company’s website:
www.capgemini.com.
Regularly updated Charters
When the legal form of the Company returned to that of a
traditional limited liability company (
société anonyme
) in May 2000,
a new Charter was debated and adopted by the Board of
Directors.
improve governance with the dual aim of facilitating the collective
performance of the Board of Directors’ activities and satisfying the
corporate governance expectations of shareholders and their
representatives.
The Charter has since been amended several times in line with
changes in the Company and as part of the constant drive to
associating the Board of Directors and the Audit Committee, the
compensation policy for Group senior executives and the duties of
the Ethics & Governance Committee expanded to include the
selection of and succession plans for key managers of the Group.
Following the 2015 Board assessment which identified the need
to improve the coordination of risk monitoring activities by
In particular, the position of Lead Independent Director was
created in 2014. The respective duties of the Compensation
Committee (formerly the Selection & Compensation Committee)
and the Ethics & Governance Committee were revised in 2014,
with the Compensation Committee focusing exclusively on setting
executive corporate officer compensation and defining
At December 31, 2016.
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