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CORPORATE GOVERNANCE AND INTERNAL CONTROL
2.4 Compensation of executive corporate officers
2
83
Registration Document 2016 — Capgemini
Compensation of executive corporate officers
2.4
2017.
of the Executive Officers compensation. It remains subject to shareholders' approval at the Combined Shareholders's meeting of May 10,
shareholders established pursuant to the provisions of Article L225-37-2 of the Code de Commerce related to the principles and criteria
The description of the compensation policy in the section 2.4.1 below, corresponds to the report of the Board of Directors to
Chairman and Chief Executive Officer compensation policy
2.4.1
General Principles
fixed or variable compensation, the grant of equity instruments or
supplementary pension benefits.
revised AFEP-MEDEF Code issued in November 2016.
Chief Executive Officer comply with the recommendations of the
accordance with the recommendations of this Code, whether
Compensation components and structure were determined in
The procedures for setting the compensation of the Chairman and
attendance fees since fiscal year 2009.
In addition to complying with “market” rules and in line with past
not have an employment agreement, is not entitled to termination
Group practice, the Chairman and Chief Executive Officer does
benefits in kind. In addition, he has waived his right to receive
benefits, is not covered by a non-compete clause and receives no
its resulting proposals to the Board of Directors for approval.
These principles are regularly reviewed and discussed by the
Compensation Committee which submits a report on its work and
relevant benchmark and the most transparent, but additional
case of partnerships. CAC 40 companies are therefore the most
of the sector in which the Company operates.
analyses take account of the international and competitive aspects
countries and legal structures of competitors, in particular in the
Compensation publication practice varies significantly between the
competitors in the IT services and consulting sector.
The Compensation Committee refers in particular to comparative
competitiveness
of both the compensation level and structure
studies to ensure the
transparency
,
consistency and
recommendations take account of executive management
and calculation methods with market practice. The Committee’s
well as observed practice in leading French and foreign Group
compensation levels and components in CAC 40 companies as
made in 2015 and 2016.
integrated into the items detailed below. No observations were
companies. These observations were taken into account and
governance and executive management compensation in listed
well as of the AMF 2015 and 2016 reports on corporate
issued to Cap Gemini in July 2014 by the High Committee for
The Compensation Committee took due note of the observations
d’Entreprise
, HCGE) and of its 2015 and 2016 activity reports, as
Corporate Governance (
Haut Comité de Gouvernement
to 40% of this amount subject to the attainment of pre-defined
target theoretical compensation and a variable component equal
collective and individual objectives.
with that of key operating managers
. One of the historical
aligns the compensation structure of the Chief Executive Officer
management comprises a fixed component equal to 60% of the
rules of the Group is that the remuneration of executive
in France and abroad. The Group also ensures that the respective
adequate level compared with comparable sector compensation
valued in accordance with IFRS are
balanced
, in line with market
proportions of fixed and variable components and share grants
to Group strategy
. The fixed component is determined in
practices and
linked to Company’s performance and aligned
accordance with a major philosophy specific to the Group, which
companies carried out by specialist firms. These comparisons
median compensation for CAC 40 companies, and is of an
show that Mr. Paul Hermelin’s global compensation is close to the
comparable size and ambition, the Compensation Committee
When performing comparisons with French companies of
practices of CAC 40 companies in terms of both the clarity and
ensures that Cap Gemini’s practices are in line with the best
participated in 2016 in comparative studies of the main French
consistency of methods applied. As in previous years, the Group
those applied in European companies. Observing their practices
market and compensation levels. In American companies such as
nonetheless provides relevant information on the nature of the
substantial proportion of long-term share-based compensation
CSC, Accenture and IBM, total compensation includes a
The Compensation Committee also monitors the main practices of
America and India are structurally and culturally different from
its international competitors. Compensation practices in North
compensation
Procedures for setting fixed and variable
does that of all key executive managers of the Group – fixed
year Y-1. As indicated above, this compensation comprises – as
total theoretical amount if objectives are achieved and variable
compensation paid in 12 monthly installments equal to 60% of the
closely correlated to the Company’s performance.
compensation equal to 40% of this total theoretical amount,
respect of fiscal year Y are adopted by the Board of Directors’
The procedures for setting Mr. Paul Hermelin’s compensation in
Meeting in Y held to approve the financial statements of fiscal
year for the year in progress:
The Board of Directors therefore approves at the beginning of the
below;
fixed compensation as indicated in the summary table
the total compensation are therefore both capped and the
theoretical/target compensation.
The variable component and
variable component may not represent more than 133% of
V1 tied to Group performance indicators and consolidated
with 50% minimum based on quantified objectives, set by the
results and V2 based on the attainment of individual objectives,
between 0% and a ceiling equal to 200% of the theoretical
Board of Directors. Each of these components can vary
compensation may vary between 60% and 140% of annual
amount. Therefore, as a result of this system, fixed plus variable
The theoretical variable component is in turn split into two parts:
the theoretical fixed and variable compensation components.
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