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CORPORATE GOVERNANCE AND INTERNAL CONTROL
2.2 Organization and activities of the Board of Directors
78
Registration Document 2016 — Capgemini
The individual attendance rate of each current member of the Committee was as follows:
Bruno ROGER
100%
Paul HERMELIN
100%
Daniel BERNARD
100%
Anne BOUVEROT
100%
Robert FRETEL*
100%
Caroline WATTEEUW-CARLISLE
100%
Mr. Robert Fretel joined the Board of Directors on September 1, 2016 and attended the two Strategy & Investment Committee meetings held after this date.
(*)
Committee activities in 2016
company.
spent a large part of its time monitoring the integration of this
In a year marked by the acquisition of IGATE, the Committee
systematically reviewing external growth opportunities in-depth
studied opportunities helping to accelerate the rotation of the
before their presentation to the Board of Directors. In priority, it
and new service platforms.
Group’s activity portfolio towards digital offerings, cloud migration
implementation of the transformation and development plan,
It also accompanied the management team with the
leading technology partners and to discover the Group's network
of Applied Innovation Exchanges.
strategy priorities, was held in San Francisco this year, it also
developments. As this seminar, which seeks to adapt the Group’s
offered an opportunity for enriching discussions with the Group's
regularly reviewing working assumptions in light of market
Finally it prepared the Board’s strategy meeting held in the fall,
Director compensation
2.2.5
Total attendance fees
attendance fees to directors of up to €1,200,000 per year.
Combined Shareholders’ Meeting of May 18, 2016 to pay
In compensation for the time spent participating in Board and
Committee meetings, the Company was authorized by the
May 18, 2016 to increase the total maximum amount of
The authorization given by the Combined Shareholders Meeting of
of Directors to be attained. This increase in the total amount of
attendance fees enabled the strategic objectives set by the Board
involved in the work of the Committees (as Chairmen or members
the Board consistent with the international development and
of several committees), while retaining the international outlook of
global presence of the Group.
composition, welcoming four new directors in 2016 including two
attendance fees allowed the Board to continue the renewal of its
both on directors not residing in France and on those heavily
directors representing employees, while focusing the increase
Attendance fees - allocation rules
Board meeting.
€15,000, and an amount of €4,000 for each attendance at a
Attendance fees include for each director a fixed portion of
annual payment of €45,000 for the Lead Independent Director and
work required of Chairmen, who now receive exclusively a fixed
Chairman of the Audit & Risk Committee and €25,000 for the
Chairman of the Ethics & Governance Committee, €35,000 for the
Investment Committee.
Chairmen of the Compensation Committee and the Strategy &
Attendance fees for the Specialized Board Committees were set
with regard to the specific role of each committee and the ongoing
2015, like all other attendance fees since 2009.
Mr. Serge Kampf waived his right to collect this fee in respect of
A fixed annual fee of €45,000 was allotted to the Vice-Chairman.
attendance at a meeting.
The members of the Committees receive fees of €2,500 for each
by awarding them additional attendance fees of €5,000 per Board
It was also decided to take account of the travel time of directors
€2,000 for directors residing in Europe but outside France. This
or Committee meeting for directors residing outside Europe and of
employees, whose travel costs are covered otherwise.
additional attendance fee is not allocated to directors representing
six months and at the end of the year.
Attendance fees are calculated in two parts, at the end of the first
“rates” to be maintained.
authorized by the Combined Shareholders’ Meeting were these
resulting in aggregate attendance fees exceeding the threshold
Company to hold a greater than scheduled number of meetings,
These amounts could be reduced if circumstances require the
fiscal year 2016 totaled €798,500, representing 67% of the ceiling
Attendance fees calculated and paid to directors in respect of
authorized by the Combined Shareholders’ Meeting.
the last seven years).
It is recalled that Mr. Paul Hermelin voluntary waived his right to
respect of 2016 (as both Mr. Serge Kampf and he had done for
collect attendance fees as a director of Cap Gemini S.A. in
Other compensation
and Chief Executive Officer, is presented in section 2.4.2.
to the executive corporate officer, Mr. Paul Hermelin, Chairman
of this Registration Document.
Mr. Paul Hermelin’s 2017 compensation is presented on page 85
A breakdown of compensation paid in respect of fiscal year 2016
corporate officers” on page 91.
other directors in respect of 2016 is presented in the section
A breakdown of attendance fees and other compensation paid to
entitled “Attendance fees and other compensation received by