72 / 330
CORPORATE GOVERNANCE AND INTERNAL CONTROL
2.2 Organization and activities of the Board of Directors
72
Registration Document 2016 — Capgemini
Officer and the long-term compensation of employees
5. compensation of the Chairman and Chief Executive
in February 2016, the setting of his compensation for 2015 and
◗
the assessment of the attainment of 2015 variable
compensation objectives and the setting of his fixed
compensation and objectives for 2016 (executive session during
the Board meeting of February 17, 2016);
in December 2016, an initial assessment of the attainment of his
◗
2016 objectives with a view to the setting of his 2016 variable
compensation by the Board of Directors’ meeting of
of December 7, 2016);
February 15, 2017 (executive session during the Board meeting
employees of IGATE group purchased on July 2015;
exceptional grant on February 15, 2016 of free shares to certain
◗
the grant, on July 26, 2016, of performance shares to
1,175 managers of the Group, including Paul Hermelin.
Assessment of the Board of Directors
2.2.3
of 2016 with the assistance of an external service provider, under
the responsibility of the Lead Independent Director.
In accordance with the three-year frequency recommended by the
AFEP-MEDEF Code, a formal assessment of the activities of the
Board of Directors and its committees was performed at the end
An external assessment of the activities of the Board of Directors
and its committees has already been performed four times, in
2005, 2008, 2011 and 2013. Moreover, an internal review was
conducted in both 2015 and 2014 by the Lead Independent
Director.
2015 assessment: conclusions and actions
implemented in 2016
which was presented in detail in the Company’s 2015 Registration
Document.
The Lead Independent Director conducted a review of the
activities of the Board of Directors and its committees in 2015
The following priorities were identified:
Executive Sessions
◗
Chairmen of the Committees, with the possibility to hold
more sessions at the request of a director.
Organize at least two executive sessions a year, to be
❚
prepared by the Lead Independent Director and the
Duties and activities of the Committees
◗
Improve the programming of Strategy & Investment
❚
Committee meetings and the coordination of the work of this
committee with that of the Board.
Improve the anticipation and risk monitoring activities by
❚
associating the Board of Directors and the Audit Committee.
Identification of talent and preparation of succession plans
◗
managers.
Organize meetings even more frequently with operating
❚
Briefings on succession plans, in particular for Group
❚
Executive Board members.
Organization of Board of Directors’ meetings
Hold one Board meeting every six months outside France.
❚
As a result of this assessment,
the following changes were
made in 2016
to the operation of the Board and its committees:
the 2016 assessment of the activities of the Board of Directors
and its committees;
two executive sessions were held and chaired by the Lead
◗
Independent Director during the year and discussed the
compensation of the Chairman and Chief Executive Officer and
the Board’s annual strategy seminar was held outside France, at
◗
the Group’s innovation center in San Francisco;
Board meetings systematically included exchanges between
◗
operating managers and Board members, both during informal
discussions and presentations on operating issues;
The conclusions will be presented to the Board in the first half of
2017;
a project was launched, with the assistance of an external
◗
consultant, to prepare succession plans for executive managers.
consultant, leading to an overhaul of the Charter of the Audit
Committee, renamed the Audit & Risk Committee and an
amendment to the Charter of the Board of Directors in this
respect.
the risk monitoring activities of the Board and the Audit
◗
Committee were reviewed with the assistance of an external
for 2017
2016 Assessment: conclusions and priorities
and the consultant’s ability to freely express his
recommendations. This review assessed changes in the activities
of the Board compared with the last external assessment carried
out in 2013.
The formal assessment of the Board and its committees
conducted at the end of 2016 and covering the year in progress
was performed by an external consultant under the responsibility
of the Lead Independent Director, who guaranteed the
confidentiality of opinions expressed, the objectivity of analyses
dialogue with members of the Board of Directors and
management.
To ensure independence and avoid any conflict of interest, it was
decided to appoint a firm that was not otherwise involved in the
recruitment of directors on behalf of the Group. The assessment
was therefore conducted by Mr. Jean-Philippe Saint-Geours, a
partner with the firm Leaders Trust International, which conducted
the assessments in 2011 and 2013, helping to put in context any
recent changes or changes still required and facilitating open
complete a detailed questionnaire validated beforehand by the
Lead Independent Director. The answers provided were used to
prepare “interview guidelines” for meetings held with each director
to obtain, with complete anonymity, their comments and
suggestions.
For the purposes of the assessment, each director was asked to
assessments of the effective contribution of each director.
during the internal assessment of activities in 2015. The Lead
Independent Director provided individual feedback on these
The questions focused on the activities of the Board of Directors
and its committees and enabled a self-assessment of the effective
contribution of each director. A similar exercise was performed