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CORPORATE GOVERNANCE AND INTERNAL CONTROL
2.4 Compensation of executive corporate officers
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Registration Document 2016 — Capgemini
100% of the theoretical yearly cash compensation for a given
to 93% of the theoretical cash compensation;
year, and over the last 3 years this value has ranged from 60%
the IFRS value of shares granted targets not to exceed around
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shares received under the 2009, 2012 and 2013 plans until the
Mr. Paul Hermelin is required to hold all vested performance
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later of:
plan), extended to four years (2012 and 2013 plan), and
the end of the mandatory two-year holding period (2009
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the expiry of his term as corporate officer.
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one-third of vested shares vested.
to hold shares that vest as a result of these grants was set at
performance shares representing at least 50% of shares must
AFEP-MEDEF Code, the Board of Directors decided that vested
than twice the theoretical annual salary (fixed and variable). Once
be retained, where the amount of shares held represents less
shares only applies to one third of shares vested. As this
this threshold is reached, the obligation to retain performance
and similarly as of the July 2015 and 2016 grants, the obligation
threshold had been attained at the time of the July 2014 grant
since then and in accordance with the recommendation of the
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shares on the delivery of the vested shares;
Hermelin, he has not been required to buy a set number of
given the significant number of shares held by Mr. Paul
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mandatory holding period. This prohibition is included in the
share hedging transactions are prohibited before the end of the
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the first performance share grant plan in 2009.
grant plan rules and applies to all beneficiaries. It applies since
made in July in both cases;
meeting. This was the case in 2015 and 2016 as the grant was
Board of Directors’ Meeting at the end of July or the following
at the same calendar periods and will be decided by either the
Code, performance share grants will be performed from now on
in accordance with the recommendations of the AFEP-MEDEF
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however a special grant was made in February 2016 targeting
in July 2015, IGATE had just been bought not leaving enough
former IGATE employees as at the time of the 2015 grant made
and after having informed the HCGE of our intention, a special
time to ensure a proper selection of the beneficiaries. Therefore
limited population. Neither the Chief Executive Officer nor the
grant has been made in February 2016 for this specific and
grant.
Group Executive Committee members were concerned by this
Other items
The Chairman and Chief Executive Officer:
has waived his right to receive director’s fees since 2009;
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is not entitled to termination benefits;
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is not covered by a non-compete clause;
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compensation mechanism;
does not benefit from a multi-year variable or deferred
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does not benefit from one off awards;
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does not have fringe benefits.
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in 2015 following the closing of the plan are described in section
The terms of the supplementary pension which rights were frozen
was fully aligned with AFEP-MEDEF Code recommendations.
2.4.2 thereafter, being specified that when implemented the plan
external hiring of an Executive Officer with the need to buy out
A one off award, if any would only be applicable in case of an
case, the award would be proportionate to the lost amounts.
awards that would be lost following this hiring decision. In such
Executive Officer for 2017
Fixed and variable compensation of the Chairman and Chief
Committee, to leave Mr. Paul Hermelin’s theoretical compensation
pursuant to the recommendation of the Compensation
the fixed part of Mr. Hermelin, will remain at €1,452,000 for 2017.
unchanged for 2017 at €2,420,000 (since 2013). This implies that
component of Mr. Hermelin’s compensation for fiscal year 2017,
The Board also set the procedure for calculating the variable
as well as the personal strategic objectives adopted for the V2
defining the performance indicators underlying the V1 calculation,
Following the principles just described, The Board decided,
component.
compensation will remain as follows:
Accordingly, the operating indicators adopted for 2017 V1
revenue growth: 30% weighting;
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operating margin rate: 30% weighting;
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pre-tax net profit: 20% weighting;
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free cash flow: 20% weighting.
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accelerated formula (upward or downward).
past years, based on a comparison of actual audited and
The level of attainment of these indicators will be determined as in
budgeted Group consolidated results and will be subject ot the
around:
in line with its strategic plan and associated indicators, in particular
The personal strategic objectives adopted for 2017 V2 variable
They relate to the operational transformation of the Group in 2017
compensation have been assigned an individual specific weight.
which 15% quantifiable);
i) the Digital and Cloud strategic road map, 40% weighting (out of
quantifiable); and
management and mobility, 30% weighting (out of which 15%
ii) the HR and delivery strategy around diversity, talent
of which 20% quantifiable).
iii) the growth of the North American market, 30% weighting (out
objectives and the Board shared the same imperative when
at the end of 2017 with a weight of 50% based on quantified
subject to a quantitative evaluation in 2017.
finalizing the objectives. Therefore 75% of the variable part will be
such a way as they can be clearly assessed on objective grounds
The Compensation Committee has formalized these objectives in
by the shareholders at the Shareholders' Meeting to beheld in
Executive Officer for fiscal year 2017 remains subject to approval
2018.
Payment of the variable compensation of the Chairman and Chief