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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
Combined Shareholders’ Meeting of May 10, 2017
Company refers.
such will no longer be considered independent from this date
pursuant to the criteria of the AFEP-MEDEF Code to which the
of the Combined Shareholders’ Meeting of May 10, 2017 and as
Currently an Independent Director, Mr. Daniel Bernard will exceed
the threshold of 12 years as a director of the Company at the end
As the Company's Charter and the revised AFEP-MEDEF Code
issued in November 2016 state that the Lead Independent
Director must be an independent director, it was Mr. Bernard's
wish that the Company could comply with these provisions from
the end of the Combined Shareholders' Meeting of May 10, 2017.
Mr. Daniel Bernard has therefore decided to resign his duties as
Lead Independent Director and Chairman of the Ethics &
Governance Committee from May 10, 2017.
Committee but will remain a member.
to appoint Mr. Pierre Pringuet as Lead Independent Director and
Chairman of the Ethics & Governance Committee following the
Combined Shareholders’ Meeting of May 10, 2017. An
Independent Director, Mr. Pringuet has been a director of the
Company since 2009. He is also a member of the Ethics &
Governance Committee and Chairman of the Compensation
Committee. He will vacate the Chair of the Compensation
The Board warmly thanks Mr. Daniel Bernard for his work since
2014, and indicated at its meeting of March 8, 2017 that it wishes
member of the Audit & Risk Committee and the Ethics &
Governance Committee.
Ms. Laurence Dors will be appointed as the Chairman of the
Compensation Committee. An independent director, Ms. Dors has
been a director of the Company since 2010. She is currently a
expertise, that it would be in the Company’s interests to appoint
him Vice-Chairman of the Board should the Combined
Shareholders’ Meeting renew his term of office as director. The
Chairman and Chief Executive Officer will work closely with the
Vice-Chairman to prepare future developments in the Group's
governance.
2014, his personality, his committment to the development of the
Group and ensuring compliance with its values, as well as his
The Board of Directors considers that given Mr. Daniel Bernard’s
significant contribution to the smooth functioning of the Board
since his appointment as director and then Lead Independent
Director and Chairman of the Ethics & Governance Committee in
Director ethics
obligations of the Code of Business Ethics that Cap Gemini
directors undertake to comply with throughout their term of office.
An extract of the Code of Business Ethics is included in the
The Charter of the Board of Directors sets out the main
Charter of the Board of Directors and detailed below:
confidential nature or that is presented as such by the Chairman
and Chief Executive Officer or Chairman (as applicable) or any
other Director.
“The Directors (and any other person who attends Board or
Committee meetings) are required to treat as strictly confidential
matters discussed during Board or Committee meetings and all
Board or Committee decisions, as well as any information of a
objections to one or several of such obligations:
Each Director undertakes to comply with the following
obligations, unless he/she has informed the Chairman and Chief
Executive Officer or Chairman (as applicable), in writing, of any
Committee or the Board of any one-off conflict of interests
(or potential conflict of interests) and to refrain from voting on
the related decision. Any director who has a permanent
conflict of interests is required to resign from the Board.
Although they are themselves shareholders, the Directors
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represent all the shareholders and are required to act in all
circumstances in the Company’s interest. They are required
to notify the Chairman of the Ethics and Governance
months of his/her election) at least 1,000 shares of the
Company. The shares acquired to fulfill this obligation must
be held in registered form. This obligation does not apply to
directors
representing
employees
and
employee
shareholders.
Each Director undertakes to hold (or to purchase within six
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Officer, the Board may issue specific recommendations,
given his/her status and specific assignments.
the number of directorships held by a single person. The
Chief Executive Officer and any Deputy General Managers
may not hold more than two other directorships in French or
foreign listed companies that are not members of the
Capgemini Group; they must request the opinion of the
Board before accepting any new appointment in a listed
company. If the Chairman is not also the Chief Executive
attention to their functions. The Directors may not hold more
than four other appointments in French or foreign listed
companies that are not members of the Capgemini Group
and must comply with all applicable regulations restricting
The Directors are required to devote the necessary time and
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Directors of appointments accepted.
must keep the Chairman of the Board informed of any offers
of appointments they would like to accept in other French or
foreign companies, and their membership on Board
Committees of these companies, as well as any change in
their appointments or participation in these committees. If
the functions of Chairman and Chief Executive Officer are
combined, he/she will inform the Chairman of the Ethics and
Governance Committee. The Chairman informs the Board of
During the term of their office at the Company, Directors
which they are members, as well as all shareholders’
meetings. In its annual Registration Document, the Company
publishes Directors’ individual attendance rates at meetings
of the Board and the Committees of which they are
members, as well as their average attendance rates.
meetings of the Board and all meetings of the Committees of
The members of the Board of Directors must attend all
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public that is obtained in their capacity, Directors are subject
to secrecy rules extending beyond the simple requirement of
discretion imposed by law.
discussion of matters included on the agenda of the next
Board meeting. Regarding information not available to the
that is essential to allow them to contribute effectively to the
The Directors are obliged to keep abreast of the Company’s
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situation and development. To this end, they may ask the
Chairman to communicate on a timely basis all information