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CORPORATE GOVERNANCE AND INTERNAL CONTROL
2.4 Compensation of executive corporate officers
2
89
Registration Document 2016 — Capgemini
accounting
Amount or
to vote
value subject
Presentation
V2: qualitative part based on 2016 objectives
Categories
Weight
Weighted total
Succesful IGATE integration
30%
118.0%
Next strategic development
20%
Account centricity and Industrialisation
25%
HR strategy
25%
Variable V2 on target
484,000
Computed V2
571,120
TOTAL 2016 VARIABLE COMPENSATION
1,075,855
As a % of the total variable on target
111.1%
As a % of fixed compensation
74.1%
The variable compensation due in respect of a given year is calculated based on the audited accounts
policy to the shareholders.
approved by the Board at the beginning of Y+1 and is paid after the submission of the compensation
Deferred
compensation
variable
N/A
There is no deferred variable compensation.
variable
compensation
Multi-year
N/A
There is no multi-year variable compensation mechanism.
compensation
Exceptional
N/A
No exceptional compensation was paid.
compensation
performance
options,
other form
shares or any
of long-term
Stock
Performance
€2,212,650
shares
value on
(accounting
grant date)
42,000 shares granted subject to performance and presence conditions.
since 2014). Accordingly, no shares vest if the relative performance of the Cap Gemini share is less than
(Accenture/CSC/Atos/Tieto/Sopra Steria/CGI Group/Infosys and Cognizant) and the CAC 40 index (new
relative performance is at 110% or above. If performance is similar to that of the market only 50% of the
100% of the performance of the basket of comparable companies, while 100% of shares vest only if this
starts from a minimum achievement of 100% of the basket of comparable companies, while it historically
initial grant vests.
The external condition has been strengthened
as the effective vesting of shares
started at 90%.
the comparative performance of the Cap Gemini share over three years against the average performance
€2.7 billion or more. The external performance conditions accounts for 50% of the grant and is based on
of a basket of 8 comparable companies in the same business sector and from at least 5 countries
The vesting of performance shares is contingent on the realization of both an external performance
the grant and is based on Organic Free Cash Flow over the three-year period from 2016 to 2018. The
condition and an internal performance condition. The internal performance condition accounts for 50% of
progressively on a straight-line basis, with the maximum grant requiring Organic Free Cash Flow of
minimum amount necessary for shares to vest is €2.4 billion. Above this threshold, shares vest
share capital.
The number of shares that may vest to the executive corporate officer may not exceed 0.001% of the
Authorized by the Combined Shareholders’ Meeting of May 18, 2016.
Ninth resolution
Grant authorized by the Board of Directors on July 26, 2016
options = N/A
Stock
N/A
Other items =
No stock options or other items were granted.
fees
Attendance
waiver
Voluntary
have done for the last seven years).
attendance fees as a director of Cap Gemini S.A. in respect of 2016 (as both Mr. Serge Kampf and he
The Board of Directors took due note of Mr. Paul Hermelin’s decision to waive his right to collect
of benefits
Valuation
in kind
€0
No benefits in kind.