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CORPORATE GOVERNANCE AND INTERNAL CONTROL
2.2 Organization and activities of the Board of Directors
2
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Registration Document 2016 — Capgemini
Meetings were also organized with the Group’s key managers in
order to assess the quality of interaction between the Board of
Directors and the management team.
executive session.
A summary report was presented to the Board of Directors on
December 7, 2016 by the external consultant, analyzing the
information gathered both through the questionnaires and the
individual meetings. This report was discussed in detail during the
confirmed the collective approach to the Board’s work and the
spirit of openness which characterizes its discussions. The
improved momentum of plenary strategic meetings was noted
and the move in recent years to create a closer relationship
between the Board and Group management is fully appreciated.
The assessment highlighted the continued progress in the
activities of the Board and its committees since 2013 and
The role and activities of the Lead Independent Director were
identified as facilitating the balance desired by the Board, in line
with best governance practices.
After expressing their satisfaction with the main improvements
introduced in 2016 following the 2015 internal assessment, the
directors set out the following priorities for 2017:
Ongoing training for directors
◗
Extend knowledge of the Group, its businesses and its
competitive environment, including through sessions with
external advisors.
Strategy monitoring
strategic pillars.
Further explain potential acquisitions in light of the Group’s
❚
Further improve the coordination of the work of the Strategy
❚
& Investment Committee and the Board by enriching the
Committee’s report to the Board and setting the agenda of
the Board accordingly.
Risk monitoring
◗
2016 (renamed the Audit & Risk Committee as a result).
Annual risks review by the Board and implement ation of the
❚
strengthened risk monitoring as planned following the
overhaul of the Charter of the Audit Committee at the end of
Talents
◗
management and particularly with respect to mobility.
Regular information on progress made in relation to talent
❚
Corporate Social Responsibility
◗
Regular briefings on initiatives and the results of the Group’s
❚
CSR policy.
Role and composition of the four Specialized Board Committees
2.2.4
The Audit and Risk Committee
AUDIT & RISK COMMITTEE IN 2016
(1)
INDEPENDENT
DIRECTORS
MEETINGS
6
ATTENDANCE
100
%
67
%
(1) As at December 31, 2016.
Committee duties
The duties of the Audit Committee were changed on December 7,
2016 to strengthen risk management and include the impacts of
the European statutory audit reform. The Committee name was
also changed to the Audit & Risk Committee.
activities in 2015 to improve risk monitoring by associating the
Board of Directors and the Audit Committee.
These changes in the Committee’s duties followed the wish
expressed by directors during the assessment of the Board’s
consolidated financial statements of the Group, the annual
accounts of Cap Gemini S.A. and the management presentation
of risk exposure and material off-balance sheet commitments of
the Company, as well as the accounting options adopted.
market practice, the duties of the Audit & Risk Committee fall into
three categories. Firstly, the Audit Committee monitors issues
concerning the preparation and control of financial and accounting
information. It monitors the financial information preparation
process and, where applicable, suggests recommendations to
guarantee its integrity. It examines the draft annual and half-yearly
In accordance with Article L.823-19 of the French Commercial
Code, the AMF recommendation of July 22, 2010 and best
particular through a review of the risk mapping prepared by the
Group Management Risk Committee.
and efficiency of internal control systems, internal audit and the
management of major risks to which the Group is exposed in the
course of its business. Following the strengthening of these risk
monitoring duties, the Committee must now review the major risks
to which the Group may be exposed at least once a year, in
Secondly, the Audit and Risk Committee ensures the existence
and generally monitoring the conduct of their engagements.
Finally, the Committee is responsible for monitoring the statutory
audit of the annual and half-yearly consolidated financial
statements of the Group and of the annual accounts of the
Company, ensuring the independence of the Statutory Auditors
Where it considers it useful or necessary, the Audit & Risk
Committee may be assisted by experts appointed for this
purpose.
Composition and participation
Director and Committee Chairman since December 7, 2016).
This committee has six directors since May 18, 2016, the date at
which Ms. Carole Ferrand and Ms. Siân Herbert-Jones took office:
Mr. Yann Delabrière
(Chairman until December 7, 2016),
Ms. Laurence Dors
(Independent Director),
Ms. Carole Ferrand
(Independent Director),
Ms. Siân Herbert-Jones
(Independent
Director),
Mr. Phil Laskawy
and
Mr. Xavier Musca
(Independent
as Committee Chairman given the new provisions of the
AFEP-MEDEF Code regarding director independence.
Mr. Delabrière has undertaken to assist the Audit & Risk
Committee during a transitional period running at least until the
approval of the financial statements for the year ended
December 31, 2016.
Mr. Xavier Musca became Chairman of the Committee on
December 7, 2016, after Mr. Yann Delabrière decided to resign