71 / 330
CORPORATE GOVERNANCE AND INTERNAL CONTROL
2.2 Organization and activities of the Board of Directors
2
71
Registration Document 2016 — Capgemini
Organization and preparation
specific points to be discussed by the Board.
The Notice of Meeting, sent to directors two weeks before the
meeting date, contains the agenda set after the Chairman and
Chief Executive Officer has consulted with the Vice-Chairman, the
Lead Independent Director and any directors who proposed
In accordance with the Board of Directors’ Charter, preparatory
documentation is sent to directors a week before the meeting.
Directors are also sent or handed a summary report comparing
the share price of the Cap Gemini share to that of various general
and sector indexes and to its main competitors, as well as the last
known consensus. In addition, important press releases (signature
of major contracts, alliances, etc.) issued by the Company
together with financial analysts’ studies of Cap Gemini or the
sector are regularly brought to the attention of directors.
In 2015, this platform, which is used for Board of Directors’ and
Committee meetings, was reviewed and modernized in response
to wishes expressed by directors during the 2014 Board
assessment, to make it more mobile, accessible from any location
and even more secure.
above-mentioned information are communicated by a secure
platform accessible solely by Board members using an individual
password. This platform is hosted on a server located in France.
Documents relating to the Board of Directors as well as the
Activities of the Board during 2016
topics.
provide directors with an overview of the Group’s position, but
also with regard to Group governance principles, which, pursuant
to prevailing texts and to the Board of Directors’ Charter,
presuppose that Board members will make decisions on specific
The agenda of Board of Directors’ meetings is defined not only to
Accordingly, in addition to approving the 2015 annual financial
statements and the financial statements for the first-half of 2016
and convening the Combined Shareholders’ Meeting of May 18,
2016, the activities of the Board of Directors focused on:
1. Group strategy and performance
Units and Group functions whose scope was amended at this
time;
monitoring implementation of the decisions made at the most
◗
recent Rencontres gathering in Rome in 2015 (Rencontres
gathering: two-yearly event bringing together, over three days,
400 of the Group’s key managers and emerging talent) and in
particular the set-up and performance of the Strategic Business
monitoring of Group performance and activities;
monitoring of the integration of IGATE following its acquisition in
◗
July 2015;
strategic challenges facing the Group over a three-day period.
These activities focused particularly on:
during the annual strategy seminar in October, the Board of
◗
Directors was informed of and debated the different market
trends, changes in the Group’s competitive environment and the
major technology trends, particularly in cybersecurity, the
❚
Cloud, mobile networks and new customer relationship
management tools, as well as the new opportunities offered
by the development of artificial intelligence,
the Group’s Cloud positioning and its Digital strategy and
goals,
the transformation of the Group and the enrichment and
❚
retention of talent to accompany this transformation.
2. Talent management
monitoring of the management of the Group’s key talent and its
◗
enrichment and retention;
monitoring of changes in the composition of the Group
◗
Executive Committee.
sheet and liquid assets
3. The active management of the Group’s balance
authorization of a multi-year share buyback program with a
maximum amount of €600 million in February 2016, increased
by €500 million by the Board of Directors on December 7, 2016;
ORNANE bonds redeemable in cash and/or in new and/or
existing shares issued on October 25, 2013 and maturing on
January 1, 2019;
early
redemption
of
all
outstanding
zero-coupon
◗
share capital reduction of €4,937,880 by cancellation of shares
purchased under the multi-year share buyback program.
4. Group governance
Committee at the end of 2016 ;
changes in the composition of the Board of Directors and its
◗
committees, particularly with the appointment of two new female
directors by the Combined Shareholders’ Meeting in May 2016,
the arrival of two directors representing employees in
September 2016 and the change in the Chairman of the Audit
consultant under the supervision of the Lead Independent
Director (executive session during the Board meeting on
December 7, 2016) ;
assessment of the Board of Directors: internal assessment of
◗
Board activities in 2015 performed by the Lead Independent
Director and 2016 assessment performed by an external
changes in the Company’s bylaws enabling a staggered renewal
◗
of the terms of office of directors and the appointment of
employee directors;
Audit & Risk Committee and amendments to the Charter of the
Board of Directors ;
overhaul of the Charter of the Audit Committee, renamed the
◗
Company (see Section 7.1.2);
the proposed conversion of the Company to a European
◗
the monitoring of dialogue between the Company and its
shareholders and proxy advisors in connection with the
preparation of the Combined Shareholders’ Meeting;
the monitoring of new regulations (statutory audit reform,
◗
European Market abuse regulation) and changes in the
AFEP-MEDEF Code and the integration of their impact by the
Company.