Cap Gemini - Registration Document 2016

2 Corporate governance and Internal control

Governance structure and 2.1

Compensation of executive corporate 2.4 officers 83 Chairman and Chief Executive Officer 2.4.1 compensation policy 83 2016 Compensation of the Chairman and Chief 2.4.2 Executive Officer 86 Attendance fees and other compensation 2.4.3 received by corporate officers 91 Stock subscription options, stock purchase 2.4.4 options and performance shares 93 Internal control and risk management 2.5 procedures 96 Definition of the internal control and risk 2.5.1 management systems 96 management systems Organization of the internal control and risk Implementation of risk management and internal control objectives for the preparation and processing of financial and accounting information improvements to risk management and internal control systems Measures implemented as part of constant Statutory Auditors’ report, prepared in 2.6 accordance with Article L.225-235 of 2.5.2 96 2.5.3 99 2.5.4 101

composition of the Board of Directors39 History and governance structure 39

2.1.1

Composition of the Board of Directors Information on the members of the Board of

41

2.1.2

2.1.3

Directors (at December 31, 2016)

48

Board of Directors and other senior managers involving the Company’s shares Transactions carried out by members of the Board of Directors Organization and activities of the 2.2 2.1.4 Organization of the Board of Directors Activities of the Board of Directors in 2016 Assessment of the Board of Directors Role and composition of the four Specialized 2.2.1 2.2.2 2.2.3 2.2.4

63

64

65 70 72

Board Committees

73 78

Director compensation

2.2.5

General organization of the Group 2.3

79

Operational structure Group Management The central departments

79 80 80

2.3.1

2.3.2

2.3.3

S.A. the French Commercial Code on the report prepared by the Chairman of the Board of Directors of Cap Gemini

102

37

Registration Document 2016 — Capgemini