75 / 330
CORPORATE GOVERNANCE AND INTERNAL CONTROL
2.2 Organization and activities of the Board of Directors
2
75
Registration Document 2016 — Capgemini
financial terms and conditions in the event of the appointment or
departure of an executive corporate officer.
of these policies with respect to the Group’s medium and
Committee must also be informed annually by Group
long-term strategy presented to the Board of Directors. The
Committee members.
Management of the (fixed and variable) compensation of Executive
The Compensation Committee must be informed of the
in the management of senior executive careers and the application
compensation policies adopted by Capgemini Group companies
implemented in all (or certain) Capgemini Group companies.
executives to better share in the Group’s profits (long- term incentive
Finally, the Committee reviews the various schemes enabling senior
savings schemes, etc.) and proposes to the Board of Directors the
instruments and particularly performance share grants, Group
incentive instruments it considers appropriate and capable of being
Composition and participation
(Director representing employee shareholders) and
Ms. Caroline
(Director representing employees),
Ms. Lucia Sinapi-Thomas
Watteeuw-Carlisle
(Independent Director).
This Committee has four directors since September 1, 2016, the
Pringuet,
Chairman and Independent Director,
Mr. Kevin Masters
date at which Kevin Masters took office as a director:
Mr. Pierre
Works Council, to attend all meetings of the Compensation
took office as a director representing employees (prior to which
Committee held prior to September 1, 2016, the date at which he
International Works Council in accordance with the law).
Mr. Masters resigned from his duties as Secretary of the
Mr. Kevin Masters was invited, as Secretary of the International
attendance rate of 100%.
This committee met three times in 2016, with an average
The individual attendance rate of each current member of the Compensation Committee was as follows:
Pierre PRINGUET
100%
Kevin MASTERS*
100%
Lucia SINAPI-THOMAS
100%
Caroline WATTEEUW-CARLISLE
100%
Mr. Kevin Masters joined the Board of Directors on September 1, 2016 and attended the Compensation Committee meeting held after this date.
(*)
activities in 2016
regularly reported on the Committee’s work and presented
executive management compensation policy. Its Chairman
following areas:
recommendations to the Board of Directors concerning the
throughout 2016 the consistency of the Group’s senior
In accordance with the Committee’s remit, it ensured
Group and its subsidiaries;
the consistency of the general compensation policy of the
◗
Group’s key managers. These recommendations focused at
and that of members of the Executive Committee and the
the beginning of the year on:
the compensation of the Chairman and Chief Executive Officer
the year,
managers compared with objectives set at the beginning of
an appraisal of the individual performance of each of these
❚
the first quarter of the next year,
calculation of the variable portion of compensation paid in
❚
variable portion for the following year,
adjustment of the fixed compensation and theoretical
❚
setting objectives to be used for the current year as a basis
❚
due.
for defining the calculation of the actual variable portions
beneficiaries and the proposed individual allocation of these
certain managers. It drafted and communicated a list of
July 26, 2016.
performance shares to the Board of Directors for agreement on
communicated a list of beneficiaries and the proposed individual
subject to employment linked conditions. It drafted and
agreement on February 17, 2016. The Committee also studied
allocation of these shares to the Board of Directors for
the principle and means of granting performance shares to
shares to certain managers of IGATE, acquired in July 2015,
The Committee studied the principle and means of granting
anticipation of the so-called “Sapin II” legislation introducing an
the compensation policy of the executive corporate officer in
such compensation.
ex-ante shareholders vote on the principles and elements of
The Committee also reviewed a first draft of the presentation of
The Ethics and Governance Committee
ETHICS & GOVERNANCE COMMITTEE IN 2016
(1)
75
%
INDEPENDENT
DIRECTORS
MEETINGS
6
ATTENDANCE
(2)
96
%
(1) As at December 31, 2016.
(2) Based on the composition of the Committee at year-end, excluding Mr. Serge Kampf
who died on March 15, 2016.
Committee duties
also Group senior executive selection and succession plans.
Committee now include not only executive corporate officer
Since October 8, 2014, the roles of the Ethics & Governance
directors to ensure the balanced composition of the Board but
selection and succession plans and the proposal of new