Cap Gemini - Registration Document 2016

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CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.1 Governance structure and composition of the Board of Directors

Current governance structure

period three (2002-2012): a well-prepared transfer of power ◗ recommend to the Board of Directors - which accepted - to split the functions of Chairman and Chief Executive Officer, as recently made possible by the New Economic Regulations Law (NRE). He considered that after creating, expanding, leading and managing On July 24, 2002, Mr. Serge Kampf took the initiative to the acquisition in October 2006 of KANBAY, with its 5,000 Indian employees. 15 years previously - but a reflection of the international spread of the Group’s activities and employees since 2003, accelerated by at the end of 2011, the Group had 120,000 employees (compared with 55,000 employees 10 years previously) and reported revenues of €10 billion compared with €7 billion in 2001, i.e. a fall in per capita revenues to €81,000 - practically the same as the Group invested considerable sums in major restructuring operations (accepted and even encouraged by a Board of Directors, once again very active), the most obvious outcome of which was the reinvigoration of all Group companies: for example, be part of this two-man team - become a source of ambiguity, confusion and possibly even conflict. Despite the heavy storm which battered the Group during the first four years of this period, NRE says regarding the respective roles, powers and responsibilities of the Chairman and the Chief Executive Officer. Certain directors even observed that the very general drafting of this law could one day - for example should one or other no longer two-man team operated efficiently and in harmony for 10 years, although this was due more to the relationship of trust, friendship and mutual respect between the two individuals than what the the Group for 35 years, the time had come for him to give more power and visibility to the person he considered the best qualified to succeed him one day (he also informed CGIP of this choice in a planning letter dated December 1999, “just in case”). This period four (2012 to this day): a new dimension for the ◗ Group the “standard” method of governance (that of a company in which on the renewal of his term of office, Mr. Serge Kampf informed directors that “after having enjoyed the benefits of separation for 10 years” he had decided to place this office back in the hands of the Board of Directors while recommending a return at this time to On April 4, 2012, as he had already implied two years previously the duties of Chairman and Chief Executive Officer are exercised by the same individual) and the appointment as Chairman and Chief Executive Officer of the current Chief Executive Officer, recommendations and solemnly conferred on Mr. Serge Kampf the title of “Honorary Chairman” and function of Vice-Chairman. The Board informed the Combined Shareholders’ Meeting of May 24, 2012 of this change, which gave a standing ovation in honor of the immense contribution of Mr. Serge Kampf to the development and reputation of the Company. At its meeting of April 4, 2012, the Board followed these Serge Kampf passed away on March 15, 2016. Mr. Paul Hermelin, who had widely demonstrated, throughout a “probationary period” of a rather exceptional length, his ability to hold this role.

Chairman and Chief Executive Officer

of the Board of Directors and Chief Executive Officer of the Company. Since 2012, Mr. Paul Hermelin carries out the duties of Chairman the duties of Chairman of the Board of Directors and Chief Executive Officer seemed the most appropriate after a long transition phase launched in 2002. The management of an increasingly international and decentralized group with an open The Board considered that this method of governance regrouping shareholder base, assumes management and the Board of Directors are on the same page, thereby strengthening the regrouping of the duties of Chairman and Chief Executive Office. of power existed within the Board of Directors. The Board noted in particular: The Board of Directors also considered that a satisfactory balance Board; the presence of a majority of Independent Directors on the ◗ the existence of four Specialized Board Committees with ◗ different remits encompassing Audit & Risk, Compensation, Ethics and Governance and Strategy; and the restrictions introduced by the Board of Directors’ Charter on ◗ the powers of the Chief Executive Officer by requiring the prior approval by the Board of Directors of major strategic decisions and decisions likely to have a material impact on the Company. Board Committees are presented in Section 2.2.4. Further information on restrictions on the powers of the Chief Executive Officer is presented in Section 2.2.1 (Organization of the Board of Directors). The roles and composition of the Specialized his own initiative or at the request of one or more Board members. He also performs the annual assessment of the activities of the Board of Directors and steers the recruitment process for new directors. executive sessions bringing together the directors with no relationship with the Company at least twice a year. He is consulted by the Chairman on the draft agenda of every Board meeting and can propose the inclusion of items on the agenda at in May 2014 and entrusted to Daniel Bernard. The Lead Independent Director has a number of prerogatives and specific duties. He chairs the Ethics & Governance Committee and As part of the constant drive to improve governance within the Company, the position of Lead Independent Director was created Accordingly, while the duties of Chief Executive Officer and Chairman of the Board of Directors have been regrouped, the Directors with a collective approach to its organization and activities and the vigilant authority of a Lead Independent Director with specific powers and duties. Group’s governance enjoys an active and independent Board of Independent Director is presented in Section 2.2.1 (Organization of the Board of Directors). Further information on the roles and duties of the Lead Committee members, and particularly the heads of the main group businesses, the Chief Financial Officer, the People Management and Transformation Director and the Director in charge of production. collective management of the Company. The GEB is chaired by Mr. Paul Hermelin and comprises a limited number of Executive Hermelin also contributes on an operating level to ensuring the The creation of a Group Executive Board (GEB) to assist Mr. Paul Lead Independent Director Executive Board

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Registration Document 2016 — Capgemini