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CORPORATE GOVERNANCE AND INTERNAL CONTROL
2.2 Organization and activities of the Board of Directors
74
Registration Document 2016 — Capgemini
Economy and Finance Ministry allows her to contribute both
financial expertise and a transversal view of organizations.
Laurence Dors’ career in executive management positions and the
Carole Ferrand was Chief Financial Officer of Sony France from
2000 to 2011 and then of Europacorp Group in 2011 and 2012,
Ms. Siân Herbert-Jones was Chief Financial Officer of Sodexo
from 2001 to 2016 and Mr. Phil Laskawy was Chief Executive
Officer of Ernst & Young from 1994 to 2001. Mr. Xavier Musca
acquired considerable expertise in the French and international
financial and banking sectors throughout his career in the French
civil service, ministerial offices and the private sector. Finally, Ms.
Financial Officer of PSA Peugeot Citroën from 1990 to 2007, Ms.
members have amassed the necessary accounting and financial
expertise to perform their duties. Mr. Yann Delabrière was Chief
Through their professional careers, Audit & Risk Committee
The Committee met six times in 2016, with an average attendance
rate of 100%.
The individual attendance rate of each current member of the Audit & Risk Committee was as follows:
Yann DELABRIÈRE
100%
Laurence DORS
100%
Carole FERRAND*
100%
Siân HERBERT-JONES*
100%
Phil LASKAWY
100%
Xavier MUSCA
100%
Ms. Carole Ferrand and Ms. Siân Herbert-Jones joined the Board of Directors on May 18, 2016 and attended the three committee meetings held after this date.
(*)
activities in 2016
The Committee reviewed the company statutory and the Group
consolidated financial statements for the year ended
December 31, 2015 and the Group consolidated financial
statements for the half-year ended June 30, 2016.
It focused in particular on the accounting treatment of events with
a material impact on the annual or half-year financial statements.
on the analysis of the research tax credit in France and the
monitoring of changes therein.
particular the measurement of goodwill and deferred tax assets.
The Committee similarly reviewed the change in Group
commitments, including pension obligations, focusing in particular
With respect to the annual financial statements, it reviewed in
In addition, the Committee examined the situation in Brazil and its
impact on Group performance.
The Committee also interviewed:
Mr. Philippe Christelle
, Internal Audit Director, questioning him
◗
on working methods, planning, areas of intervention, the findings
of audits carried out during the year ;
are separately monitored and the development and roll-out of
shared access and industrial procedure ;
on the impact on the operating accounts of major contracts that
Mr. André Cichowlas
, Delivery Director (Production/Methods
◗
and Support) and Support Services, questioning him in particular
finally
Mr. Jean-Baptiste Massignon
, Group General
◗
Secretary also in charge of pre-sales risk management,
questioning him on the activities of the Group Review Board
during the period and the terms and conditions of major
commercial proposals.
the accounting monitoring of projects and the good control of the
The Statutory Auditors reported to the Committee on the quality of
accounts closing process.
The Compensation Committee
COMPENSATION COMMITTEE IN 2016
(1)
DIRECTOR
REPRESENTING
EMPLOYEE SHAREHOLDERS
1
INDEPENDENT
DIRECTORS
(2)
MEETINGS
3
ATTENDANCE
EMPLOYEE
DIRECTOR
1
100
%
100
%
(1) As at December 31, 2016.
(2) The directors representing employees and employee shareholders are not taken
into account in calculating this percentage, in accordance with the provisions
of the AFEP-MEDEF Code.
Committee duties
compensation (so-called “Say on Pay”) and is consulted on
assessment by the Board of Directors of performance in the
and at least once at the beginning of Y+1 to prepare the
to shareholders for the vote on executive corporate officer
previous year. The Committee reviews the information presented
appropriate, propose a detailed list of individual objectives
officers and, with regards to the variable portion and where
performance and the calculation of the variable compensation
(quantitative and qualitative), enabling an assessment of
quarter of each year (Y) to propose to the Board of Directors
component(s). To this end, the Committee meets in the final
executive corporate officer objectives for the following year (Y+1)
Charter recently amended by the Board of Directors on June 17,
on the fixed and variable compensation of executive corporate
2015. Firstly, it must present proposals to the Board of Directors
On October 8, 2014, the Selection & Compensation Committee
concentrates exclusively on setting the compensation of executive
changed its name to the “Compensation Committee” and now
executives. This committee has several duties set out in its
corporate officers and defining compensation policies for Group