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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
In accordance with laws and regulations applicable to insider
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trading, as set more specifically by the French Monetary and
Financial Code and the AMF’s General Regulations, the
members of the Board of Directors shall refrain from:
position as member of the Board of Directors of the
Company,
carrying out any transactions on the securities (including
◗
derivatives) of companies about which (and in the extent
to which) they have privileged information by virtue of their
carrying out any transactions, whether direct, indirect or
◗
through derivatives, involving the securities of the
Company:
during a period commencing on the thirtieth calendar day
❚
results and ending after the close of the first trading day
on the Paris Bourse following the said public release,
preceding the public release of mid-year and full-year
and during a period commencing on the fifteenth calendar
❚
day preceding quarterly announcements and ending after
the close of the first trading day on the Paris Bourse
following the said public release.
following their execution.”
Company by electronic means of all transactions carried out
involving Cap Gemini S.A. securities within three business days
(AMF), each Director is required to notify the AMF and the
In conformity with the Monetary and Financial Code and with
the General Regulations of the Autorité des marchés financiers
to all Group employees (and is signed by all new recruits) with the
following main objectives:
rules of good governance together with a certain number of values
which each Board member has solemnly undertaken to respect. A
Code of Business Ethics
was drafted at its initiative and distributed
The Board seeks to comply with and ensure compliance with all
ensure all Group companies comply with a certain number of
◗
rules of good behavior and primarily that of perfect integrity in
the conduct of business and the management of employees;
laws and regulations in the relevant country;
implement measures stopping, fighting and sanctioning
◗
non-compliance with the core values of the Group, or prevailing
provide an institutional framework for the actions, controls and
◗
dissuasive measures required to deal with the problems
identified by these measures.
contained therein.
The minutes of the work of the Ethics & Governance Committee
(see below) describe in detail the corporate actions undertaken in
2016 by the Ethics & Compliance Department and the
implementation of the Code of Business Ethics. Each of the
directors signed this Code, evidencing their commitment and
support (both individual and collective) for all the measures
Director training
Integration of new directors
knowledge and techniques necessary to the exercise of their
duties, in accordance with legislative provisions.
addition, the new members joining the Audit & Risk Committee
receive information on the specific accounting, financial and
operating aspects of the Company. Finaly, the two directors
representing employees who joined the Board in September 2016
received special external training at the end of 2016 and the
beginning of 2017, enabling them to obtain and perfect the
activity sectors, particularly through meetings with the various
members of General Management. New directors are also advised
on the specific aspects of the Board of Directors of the Company
during meetings with the Chairman and Chief Executive Officer,
the Lead Independent Director and the Board Secretary. In
Cap Gemini ensures that directors joining the Board receive
training in the specific aspects of the Group, its businesses and
Ongoing training
the challenges facing the Group through themed-based
presentations and site visits.
“off-premises” in the form of a seminar and invites key managers
of the Group to contribute to Board discussions. These seminars
also enable directors to constantly refine their understanding of
understanding of the Group, its ecosystem and its challenges. The
Board members therefore meet regularly with the members of the
Group Executive Board during Board and Committee meetings.
The directors are also invited to the Group “Rencontres”
gatherings, a two-yearly event bringing together, over three days,
400 of the Group’s key managers and emerging talent. In
addition, each year a Board meeting dedicated to strategy is held
Cap Gemini ensures that the directors have sufficient
several of the Group’s leading Cloud and Digital partners.
disruptions confronting them and their industries. This seminar
was also an opportunity for members of the Board to meet with
In 2016, this seminar was held in San Francisco at one of the
Group’s innovation centers. Specializing in co-innovation with
established hi tech brands and startups, the San Francisco
innovation center allows organizations to immerse themselves in
the understanding, experimentation and application of all aspects
of emerging technologies, as well as address the business