Cap Gemini - Registration Document 2016

3

CAPGEMINI: PEOPLE, CORPORATE SOCIAL RESPONSIBILITY (CSR) AND BUSINESS ETHICS

3.2 People and Talent Management

Rewarding and incentivizing our People 3.2.4

conditions and regulations. This policy aims to: applied in a decentralized way and tailored to local job market The Group’s remuneration policy is based on shared principles, attract and retain talent; reward individual and collective performance with a ◗ remuneration model that is motivating yet flexible; targets. be fair and consistent with the Group’s financial and operational ◗ of their remuneration package from a predefined package and in Where local rules permit, employees can select the components employee contributions. This provides employees with additional some countries can elect to enhance benefits through additional situations in the best possible way. flexibility, enabling them to reconcile their financial and personal respect legal requirements in all jurisdictions in which we operate. Employee benefits are provided that are market competitive and 96% of the population is covered by Medical Insurance and 97% bundled with an Accidental Death and Dismemberment insurance. of the population has a life insurance cover, which is often reviewed and authorized at the Group level for both fixed salaries Vice-President and senior executive compensation schemes are schemes for other employees, which are locally designed and and variable components. The principles of compensation progressively better align schemes to favor mobility and ensure managed, are subject to Group approval with the intent to consistency and fairness. always exceed or are equal to the legal minimum wage in force in The minimum salaries applied by the Group in each country significant proportion. Salary increases guidelines are also the country concerned, and are sometimes higher by a very reviewed and approved at Group level. Profit-sharing is available to employees pursuant to the local regulations applicable in the country. Document) is subject to regular analysis as compensation costs to the consolidated financial statements of the Registration The evolution of compensation (which can be found in the Note 6 evaluate the impact of staff movements (recruits, leavers, of the average compensation cost across SBUs/countries to promotions, transfers, etc.) on the evolution of this key indicator. represent 61% of the Group revenue. A quarterly analysis is made The Compensation Committee of the Cap Gemini S.A. Board of Company’s executive corporate officers and to review Directors is in charge of supervising compensation of the particular equity based incentives subject to Board approval. compensation policies related to the Group senior managers, in Employee access to stock holding Capgemini launched its first international employee stock very successful, with more than 14,000 employees applying for ownership plan, covering 19 countries, in 2009. This plan was international plan was launched in 2012 covering all employees of shares. After authorization was granted by shareholders, a new 12,000 employees subscribing. As the 2009 plan was ending in the 19 countries, which was again very successful, with December 2014, a new international plan has been launched in

2014 and was again a success with close to 17,000 subscribers joining this new plan. As a result of these two active plans our shareholders with close to 5.3% of the share capital. employees, as a whole, are amongst the Group’s main product (the BSAAR) in 2009. This product was made available to Lastly, Capgemini launched a share price performance-related accordance with a valuation carried out by an external expert) and Group managers at the price of €3.22 (at fair value and in the French Financial Markets Authority (AMF). BSAARs was accompanied by an information memorandum approved by long-term investment in the Company (from 4 to 7 years) while represented an opportunity for managers who wanted to make a expired in July 2016. being fully exposed to fluctuations in the share price. This product Allocation of share-based incentive schemes (previously stock options and performance shares since 2009) on Cap Gemini S.A. has allocated share-based instruments reward those who have been acknowledged for specific initiatives contributions to company sales, production, innovation or to employee loyalty, namely for those who have made exceptional reward and do not form part of the general remuneration policy. Group may be selected to receive them. They are an exceptional or who are seen as transformation agents. Any employee in the The Board of Directors allocated a certain number of stock 3,918 beneficiaries under the performance shares plans. The options to 2,298 beneficiaries under the sixth plan and to Shareholders’ Meeting, provides a detailed yearly breakdown of management report, presented at each Cap Gemini S.A. the performance share allocations. Concurrently, stock options granted to executive corporate officers form a very low percentage of the total options distributed. options allocated was awarded to executive corporate officers, Under the fifth and sixth plans, 1.1% of the total number of allocations are made selectively with the aim of rewarding a regular basis in line with its corporate governance rules. These Regarding performance shares, resolutions set a limit of 5% or and no options are exercisable as all plans are now closed. allocated represented 3% of the total grants of all performance 10% to be allocated to Directors and the volume effectively not allocated on an automatic and/or annual basis. share plans since 2009. Moreover, share-based instruments are Detailed information regarding performance shares allocated by (non-directors), the options exercised by the latter, and details of Cap Gemini S.A. to directors and to the ten main beneficiaries Document. these plans are provided on section 2.4.5 of this Registration representatives, the Board decided to pay an incentive through In addition, following a negotiation with French employee compulsory holding period of another two years in two occasions shares subject to a presence condition of two years and with a sharing bonus” implemented in 2011. As a result, more than (2012 and 2014), instead of paying a bonus in cash for the “profit 16,000 employees became shareholders in July 2014 and again became shareholders in October 2016. more than 15,200 employees out of the initial 20,000 beneficiaries

120

Registration Document 2016 — Capgemini