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CORPORATE GOVERNANCE AND INTERNAL CONTROL
2.2 Organization and activities of the Board of Directors
2
77
Registration Document 2016 — Capgemini
deliberated the independence of directors and the absence of
◗
conflict of interest in preparation for the Registration Document;
monitored changes in the AFEP-MEDEF Code and their impacts
◗
on the governance of the Company;
consequences for Cap Gemini;
corruption and the modernization of the economy) and their
was briefed on changes in legislative and regulatory provisions
◗
so-called “Sapin 2” law on transparency, the fight against
(statutory audit reform, European market abuse regulation,
Gouvernement d’Entreprise
, HCGE) presented in its 2016
High Committee for Corporate Governance (
Haut Comité de
(AMF) presented in its 2016 report on corporate governance and
activity report and of the French Financial Markets Authority
executive management compensation in listed companies;
was also briefed on the conclusions and observations of the
◗
prepared the work of the Board on the proposed conversion of
◗
the Company to a European company (SE);
Specialized Committees in preparation for the Combined
Shareholders’ Meeting of May 10, 2017.
launched a debate on the composition of the Board and its
◗
Talent - Succession plans
The Ethics & Governance Committee:
was briefed by
Mr. Hubert Giraud
, Director of People
◗
pool and recommended that the pool of potential employees for
Management and Talent Development, on the Group’s talent
Committee be widened and include more women and
promotion to the Group Executive Board and the Executive
international employees as well as former IGATE employees;
prospects of around 30 high potential Group employees;
was briefed on the launch of an assessment of the potential and
◗
Executive Officer arise suddenly;
necessary should the need to replace the Chairman and Chief
ensured that its Chairman was ready to implement the measures
◗
debated the director terms of office expiring at the 2018
◗
corporate officer.
Combined Shareholders’ Meeting, including that of the executive
Ethics
The Ethics & Governance Committee interviewed the Ethics,
Compliance and Internal Audit Director (
Mr. Philippe Christelle
),
September 2015. Mr. Philippe Christelle submitted his report to
these two functions being held by the same person since
the Committee presenting:
Finally, it highlighted that Capgemini was recognized as “One of
2016, representing approximately 50,000 hours of training).
2016 by the American Institute, Ethisphere, thereby confirming
the World’s Most Ethical Companies” in 2013, 2014, 2015 and
our all its stakeholders;
the quality of the Group's ethical responsibility culture towards
procedure). This report highlighted the Group's major efforts in
activities (training, communication and professional warning
the Group's Ethics & Compliance program (over 80,000 E&C
e-learning, in particular to integrate former IGATE employees to
e-learning sessions were followed by former IGATE employees in
in the first section an overview of the three Ethics & Compliance
◗
following 2016 audits to help further improve compliance with
Group ethical rules and principles.
that the ethical framework within which the Group has decided
in the second section of the report, an audit report concluding
◗
throughout the Group. The report contains recommendations
to operate, is, overall, correctly understood and followed
The Strategy and Investment Committee
STRATEGY & INVESTMENT COMMITTEE IN 2016
(1)
60
%
INDEPENDENT
DIRECTORS
(2)
MEETINGS
5
EMPLOYEE
DIRECTOR
1
ATTENDANCE
100
%
(1) As at December 31, 2016.
(2) The directors representing employees are not taken into account in calculating
this percentage, in accordance with the provisions of the AFEP-MEDEF Code.
Committee duties
The role of this committee is to:
maintain its independence to enrich Board discussions;
ensure its continued growth, improve its profitability and
study in-depth the strategic options available to the Group to
of these possible strategies;
determine the amount of investment required to implement each
◗
identify and assess the alliances or acquisitions which would
these strategies;
appear able to facilitate or accelerate the implementation of
presenting an opinion and/or recommendations (or at least
finally, recommend a choice to the Board of Directors, by
◗
establish an order of priority).
provided it does not compromise the smooth running of
direction or issue considered relevant to the Group’s future,
More generally, the Committee identifies and deliberates on any
operations and guarantees operating and financial stability.
Composition and participation
(Independent Director).
five directors:
Mr. Bruno Roger,
Chairman,
Mr. Daniel Bernard
From May 7, 2014 to September 1, 2016, this committee had
(Independent Director) and
Ms. Caroline Watteeuw-Carlisle
(Independent Director),
Mr. Paul Hermelin
,
Ms. Anne Bouverot
This committee now has six directors, as
Mr. Robert Fretel
director representing employees on September 1, 2016.
joined the Strategy & Investment Committee when he became a
The Committee met five times in 2016, with an average
attendance rate of 100%.