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CORPORATE GOVERNANCE AND INTERNAL CONTROL
2.2 Organization and activities of the Board of Directors
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Registration Document 2016 — Capgemini
values (Honesty, Boldness, Trust, Freedom, Team Spirit,
decision of the Board) is to verify that the Group’s seven core
defended and promoted by the Group’s corporate officers,
Modesty and Fun) are correctly applied and adhered to,
in all subsidiaries under its control, in all internal and external
senior management and employees in all of its businesses and
undertaken in the Group’s name.
communications - including advertising - and in all other acts
The main remit of this committee (created in July 2006 by
of directors, etc.) or to the governance structure currently in
proportion of female directors, diversity of profiles and expertise
plans for key operating and functional managers of the Group. It
place within the Group. The Committee is briefed on succession
and retention of high potential executives. The Chairman and
is also informed of the policy for the identification, development
must be consulted by Group Management prior to any
Chief Executive Officer is involved in this work. The Committee
director or replacing a resigning director, increasing the
the Board’s operation and composition (co-opting a new
the Board any changes it considers appropriate or relevant to
independence review and compensation of the Company’s
for all matters relating to the selection, appraisal, annual
Directors to any potential situations of conflict of interest it has
directors. It draws the attention of the Chairman of the Board of
between directors. It must be ready to implement the measures
identified between a director and the Company or its Group or
Executive Officer suddenly arises. It must handle and propose to
necessary should the need to replace the Chairman and Chief
subsidiaries. The Ethics & Governance Committee is responsible
of best corporate governance practice within Cap Gemini and its
It is also tasked more generally with overseeing the application
appointment to the Executive Committee.
Composition and participation
Chairman of the Ethics & Governance Committee.
confers the duties of Lead Independent Director on the
Director since May 7, 2014, as the Board of Directors’ Charter
Committee, Mr. Daniel Bernard is also the Lead Independent
committee has four directors:
Mr. Daniel Bernard
Since the death of Mr. Serge Kampf on March 15, 2016, this
Committee on March 5, 2014 to replace Mr. Serge Kampf, who
(Independent Director) was appointed Chairman of the
March 15, 2016. As Chairman of the Ethics & Governance
remained a committee member until he passed away on
The other members of the Committee are
Ms. Laurence Dors
and
Mr. Bruno Roger
.
(Independent Director),
Mr. Pierre Pringuet
(Independent Director)
attendance rate of 96% based on the current composition.
This committee met six times in 2016, with an average
The individual attendance rate of each current member of the Committee was as follows:
Daniel BERNARD
100%
Laurence DORS
100%
Pierre PRINGUET
83%
Bruno ROGER
100%
March 15, 2016. Due to ill health, he was unable to travel to Ethics
It is recalled that the Group’s founder, Mr. Serge Kampf, died on
& Governance Committee meetings held prior to his death.
Committee activities in 2016
the following issues in 2016:
The activities of the Ethics & Governance Committee focused on
Governance
The Ethics & Governance Committee:
was involved in the definition of the profile and the choice of two
◗
Lead Independent Director, and recommended the candidacy of
new female directors, under the supervision of its Chairman, the
Directors, which proposed their appointment to the Combined
Ms. Sîan Herbert-Jones and Ms. Carole Ferrand to the Board of
Shareholders’ Meeting of May 18, 2016;
employee representing employee shareholders;
was briefed on the process to renew the term of office of the
◗
Board on total attendance fees;
debated the consequences of changes in the composition of the
◗
Directors and the introduction of a mechanism enabling the
shareholders and proxy advisors in connection with the
monitored the dialogue between the Company and its
◗
prepared the governance issues presented to the Board and
preparation of the Combined Shareholders’ Meeting and
(in addition to issues concerning the composition of the Board
then to the Combined Shareholders’ Meeting of May 18, 2016
bylaws concerning employee representation on the Board of
referred to above), notably with respect to changes to the
staggered renewal of the terms of office of directors;
Specialized Board Committees;
debated several times the changes in and composition of the
◗
Audit Committee, renamed the Audit & Risk Committee;
Committee’s risk management role based on a study conducted
issued recommendations to the Board on changes in the Audit
◗
amendments to the Charters of the Board of Directors and the
by an external consultant and prepared the resulting
on the Board and amendments required by the entry into effect
including the participation of directors representing employees
of new regulatory provisions;
prepared amendments to the Charter of the Board of Directors
◗
covering a range of issues in addition to risk management,
under the auspices of the Chairman, the Lead Independent
◗
of the activities of the Board and its Specialized Committees
Director, was briefed on and discussed the annual assessment
performed at the beginning of 2016 in respect of 2015;
Lead Independent Director;
external consultant under the responsibility of its Chairman, the
Board’s activities in 2016 conducted at the end of 2016 by an
was briefed on and discussed the formal assessment of the
◗