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CORPORATE GOVERNANCE AND INTERNAL CONTROL
2.4 Compensation of executive corporate officers
2
91
Registration Document 2016 — Capgemini
officers
Employment contract of executive corporate
his employment contract has been suspended in its entirety since
May 24, 1996 (date from which he exercised his first term of office
With regards to Mr. Paul Hermelin, the Board reminds readers that
Compensation Committee, to maintain jointly his term as
corporate officer and his employment contract. This decision was
as a member of the Management Board), but that it was decided
in 2009, pursuant to a recommendation by the Selection &
Meeting of February 18, 2015 that he waived his employment
contract as from that date.
in his employment contract (his contract does not contain any
such provision). In keeping with this measure, Mr. Paul Hermelin
Company and was in no way motivated by a desire to maintain for
his benefit any entitlement to a severance pay provision stipulated
exercise his right to retire, informed the Board of Directors’
following his commitment to the Board of Directors to waive his
employment contract on reaching the age at which he may legally
his entitlement to pension benefits, given his seniority in the Group
on this date (23 years) and the services he has rendered to the
based on the desire to maintain for this executive corporate officer
Executive corporate officers: employment contracts and
deferred compensation
Employment
contract
(see before)
Supplementary
pension plan
function
Indemnities or
benefits
termination or
change in
following
appointment,
compete clause
respect of non
Indemnities in
2012 and Chairman and Chief Executive Officer thereafter
Mr. Paul Hermelin - Chief Executive Officer up to May 24,
No
Yes
No
No
Attendance fees and other compensation received by corporate officers
2.4.3
reviewed in 2014, following the external assessment of the Board
of Directors performed in 2013 and sought to take better account
attendance fees to directors of up to €1,200,000 per year. The
method of allocating attendance fees between directors was
time of Directors resident outside France. Accordingly, attendance
fees are now allocated on the following basis:
of the increasing workload of Committee Chairmen and
encourage good attendance at meetings as well as of the travel
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
payment of a fixed amount of €15,000 per year to each director;
◗
official meeting of the Board;
payment of a fixed amount of €4,000 for each attendance at an
◗
ongoing work required of Chairmen, who now receive a fixed
annual payment of:
attendance fees for the specialized Board Committees were set
◗
with regard to the specific role of each committee and the
€45,000 for the Vice-Chairman of the Board of Directors,
€45,000 for the Lead Independent Director and Chairman of
❚
the Ethics, Governance and Selection Committee and
€35,000 for the Chairman of the Audit and Risk Committee,
❚
and the Strategy & Investment Committee;
€25,000 for the Chairmen of the Compensation Committee
❚
meeting of one of the four specialized Board Committees
(excluding the Committee Chairmen);
payment of a fixed amount of €2,500 for each attendance at a
◗
payment of additional attendance fees of €5,000 per Board or
◗
Committee meeting to take account of the travel time of
attendance fee is not allocated to Directors representing
employees, whose travel costs are covered otherwise;
directors resident outside Europe and of €2,000 for directors
resident outside France but in Europe. This additional
first six months and at the end of the year and are paid in two
installments;
attendance fees are calculated in two parts, at the end of the
◗
meetings, resulting in aggregate attendance fees exceeding the
threshold authorized by the Combined Shareholders’ Meeting.
these fixed amounts could be reduced if circumstances require
◗
the Company to hold a greater than scheduled number of
director of Cap Gemini S.A. in respect of 2016 (as both Mr. Serge
It is recalled that Mr. Paul Hermelin voluntarily waived his right to
collect the attendance fees that should have been paid to him as
Kampf and he have done for the last seven years).
2016.
Shareholders’ Meeting. After deduction of French and foreign
withholding tax, a net amount of €518,650 was paid in respect of
€798,500 were paid to directors in respect of 2016, representing
67% of the maximum amount authorized by the Combined
In application of the above principles, total attendance fees of