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CORPORATE GOVERNANCE AND INTERNAL CONTROL
2.2 Organization and activities of the Board of Directors
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Registration Document 2016 — Capgemini
Roles of the Lead Independent Director
The roles of the Lead Independent Director, resulting from the
Charter of the Board of Directors and Board decisions, are as
follows:
proposed Board meeting schedule presented for the approval of
the Board and on the draft agenda for each meeting of the
Board of Directors;
he is consulted by the Chairman of the Board of Directors on the
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the request of one of more Board members;
he can propose to the Chairman the inclusion of items on the
agenda of Board of Directors’ meetings at his own initiative or at
his own initiative or at the request of one of more Board
members, to discuss a specific agenda; he chairs any such
meetings;
he can bring together Board members in the absence of
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executive corporate officers in so-called “executive sessions”, at
he leads the assessment of the performance of the Board of
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Directors and the specialized Committees;
he steers the search for new candidates for the Board of
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Directors;
he chairs the annual meeting of the Board of Directors convened
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to assess the performance of the Chairman and Chief Executive
Officer and any Deputy Chief Executive Officers;
they have the means necessary to perform their duties in a
satisfactory manner and in particular that they receive sufficient
information prior to the Board meetings;
he holds regular discussions with the other directors to ensure
he reports on his actions to the Annual Shareholders’ Meeting.
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The Lead Independent Director is assisted by the General
Secretary in the exercise of his duties.
Report on the Lead Independent Director’s activities
in 2016
The Lead Independent Director focused his activities on the
following areas in 2016:
he was heavily involved in the preparation of Board of Directors’
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meetings, particularly as concerns the different governance
issues presented to the Board and was consulted by the
Chairman and Chief Executive Officer on the agendas of all
Board meetings;
in the context of the Ethics & Governance Committee, he led the
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search process for candidates upstream of the Combined
Shareholders’ Meeting of May 18, 2016 which appointed
two new female directors;
questionnaire and individual meetings with each of the members
of the Board (see Section 2.2.3);
at the beginning of 2016, he led the internal assessment of the
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Board and its Specialized Committees for 2015, based on a
(see Section 2.2.3);
he also steered the 2016 assessment performed with the
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assistance of an external consultant in the fourth quarter of 2016
he participated in the integration of the new directors appointed
by the Combined Shareholders’ Meeting of May 18, 2016 and
the two directors representing employees that joined the Board
in September 2016;
objectives for 2016 and (ii) the assessment of the Board and its
Specialized Committees;
Chief Executive Officer, which covered (i) the individual
objectives of the Chairman and Chief Executive Officer for 2017
and an initial discussion of the attainment of his individual
he chaired the executive session of the Board in
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December 2016, held without the presence of the Chairman and
he attended all meetings of the Board of Directors and the
Ethics & Governance Committee which he chairs and the
Strategy & Investment Committee, of which he is also a
member;
Committees at the Combined Shareholders’ Meeting of May 18,
2016.
he also reported to shareholders of the Company on his
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activities and on the activities of the Board and its Specialized
their full satisfaction with the role played by Mr. Daniel Bernard as
Lead Independent Director, highlighting the importance of his role
and activities in achieving the balance desired by the Board, in line
with best governance practices.
During the last two Board assessments, the directors expressed