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CORPORATE GOVERNANCE AND INTERNAL CONTROL
2.2 Organization and activities of the Board of Directors
70
Registration Document 2016 — Capgemini
Activities of the Board of Directors in 2016
2.2.2
Board of Directors’ meetings
Number of meetings and attendance rate
amended during the year in response to unforeseen
circumstances or at the request of more than one director. In
2016, the Board met six times, with an average attendance rate of
93%. In 2016, the Board retained the principle of an
“off-premises” meeting held at the Group innovation center in San
Francisco, focusing entirely on Group strategy. This meeting was
held on October 3, 4 and 5, 2016.
by the Chairman in accordance with a schedule decided by the
Board before the end of the prior year. This schedule may be
The Board meets at least six times a year. Meetings are convened In addition, the Board held two executive sessions chaired by the
Lead Independent Director and without the presence of the
Chairman and Chief Executive Officer, during its meetings of
February 17, 2016 and December 7, 2016.
The following table presents individual attendance rates at
meetings of the Board of Directors and the Specialized
Committees on which the directors sit.
Number of meetings of the Board of Directors and its committees in 2016 and individual attendance rates
Directors
Board of
Ethics &
Governance
Committee Committee
Strategy &
Investment Audit & Risk
Committee
Compensation
Committee
Total number of meetings
6
6
5
6
3
Average attendance rate
93%
(1)
96%
100%
100%
100%
Individual director attendance rates
Board of Directors
Ethics &
Governance
Committee
Strategy &
Investment
Committee
Committee
Audit & Risk
Compensation
Committee
Name
No. of
meetings
%
No. of
meetings
%
No. of
meetings
%
No. of
meetings
%
No. of
meetings
%
Paul HERMELIN
6 100%
-
5 100 %
-
-
Serge KAMPF
(2)
0/2
0% 0/2 0%
-
-
Daniel BERNARD
6 100%
6 100 %
5 100 %
-
-
Anne BOUVEROT
5 83.33%
-
5 100 %
-
-
Yann DELABRIÈRE
6 100%
-
-
6 100 %
-
Laurence DORS
6 100%
6 100%
-
6 100%
-
Carole FERRAND
(3)
3/3 100%
-
-
3/3 100 %
-
Robert FRETEL
(4)
2/2 100%
-
2/2 100 %
-
-
Siân HERBERT-JONES
(3)
3/3 100%
-
3/3 100 %
-
Phil LASKAWY
6 100%
-
-
6 100 %
-
Kevin MASTERS
(4)
2/2 100%
-
-
-
1/1 100%
Xavier MUSCA
6 100%
-
-
6 100 %
-
Pierre PRINGUET
6 100%
5 83 %
-
-
3 100%
Bruno ROGER
6 100%
6 100%
5 100%
-
-
Lucia SINAPI-THOMAS
6 100%
-
-
-
3 100%
WATTEEUW-CARLISLE
Caroline
6 100%
-
5 100%
-
3 100%
Based on the current composition of the Ethics and Governance Committee, excluding Serge Kampf who passed away on March 15, 2016.
(1)
Mr. Serge Kampf passed away on March 15,2016.
(2)
Ms. Carole Ferrand and Ms. Siân Herbert-Jones were appointed by the Shareholders’ Meeting of May 18, 2016.
(3)
Mr. Robert Fretel and Mr. Kevin Masters, directors representing employees, joined the Board on September 1, 2016.
(4)
Board and Committee meetings held prior to his death.
It is recalled that the Group’s founder, Mr. Serge Kampf, died on
March 15, 2016. Due to ill health, he was unable to travel to the
Mr. Kevin Masters, Secretary of the International Works Council,
attended as a permanent guest all meetings of the Board of
Directors and the Compensation Committee held prior to
September 1, 2016, the date at which he took office as a director
representing employees (prior to which Mr. Masters resigned from
his duties as Secretary of the International Works Council in
accordance with the law).
Secretary of the International Works Council as a permanent guest
to meetings of the Board of Directors and the Compensation
Committee and amended its Charter accordingly.
Board noted that it was no longer necessary to invite the
With the entry into office of two directors representing employees,
including one appointed by the International Works Council, the