Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.1 Governance structure and composition of the Board of Directors

Independence of the Board of Directors

Ms. Anne Bouverot ◗

mobile connections on technology uses. She also brings specific Capgemini Group strategic discussions given the impact of and identity in Digital and connected environments. Digital expertise to the Board of Directors in the areas of security leading positions in international organizations. The duties she sector, a key information technology sector, where she has held has performed allow her to make a key contribution to has spent the majority of her professional career in the Telecoms Security SAS (formerly Morpho SAS) since August 1, 2015. She been Chairman and Chief Executive Officer of Safran Identity & Strategy & Investment Committee. Ms. Anne Bouverot has 2013. An Independent Director, she is also a member of the Ms. Anne Bouverot has been a director of Cap Gemini since group, as well as his strategy and development experience, consumer goods sector, as a senior executive of an international Pringuet brings to the Board extensive experience in the Directors of Pernod Ricard since August 29, 2012, Mr. Pierre Governance Committee. Vice-Chairman of the Board of Mr. Pierre Pringuet has been a director of Cap Gemini since Compensation Committee and a member of the Ethics & 2009. An Independent Director, he is also Chairman of the Mr. Pierre Pringuet 2012 and a director of various listed companies, Mr. Pringuet (AFEP) (French Association of Private Enterprises) since June 29, governance and executive compensation. also contributes to the Board his expertise in corporate President of the Association Française des Entreprises Privées particularly in international external growth transactions. Section 2.1.3 of this Registration Document. A detailed individual presentation of these directors is available in In addition, in order to improve the staggered renewal of the terms period of four years. Mr. Patrick Pouyanné as a member of the Board of Directors for a Shareholders' Meeting of May 10, 2017 the appointment of composition immediately by proposing to the Combined bring to the Board his expertise in macroeconomic and Chairman and Chief Executive Officer of TOTAL, Mr. Pouyanné will offices that will expire in 2018, the Board wished to strengthen its of office of directors, particularly in anticipation of the numerous AFEP-MEDEF Code to which the Company refers. be considered independent pursuant to the criteria of the geopolitical issues and his experience in managing a leading an essential role. The Board has indicated that Mr. Pouyanné may international energy group, a sector where new technologies play Chapter 6 of this Registration Document. A detailed individual presentation of Mr. Pouyanné is available in expire by the Combined Shareholders’ Meeting of May 10, 2017 Assuming renewal of the terms of office of directors whose offices as well as the appointment of Mr. Pouyanné, the Board of directors (excluding directors representing employees and Directors would have 16 directors, with 62% of independent two directors representing employees are not taken into account employee shareholders) and 43% of female directors (the

Independence criteria

by the AFEP-MEDEF Corporate Governance Code (“a director is Company, the Group or its Management, that is likely to impair independent when he/she has no relationship of any sort with the his/her judgment”). of each director in light of the definition of independence adopted The Board of Directors periodically reviews the personal situation whether a director is independent (Article 8.5 of the Governance Committee and then by the Board, to determine AFEP-MEDEF Code): The following criteria are examined, initially by the Ethics & five years: is not and has not been during the course of the previous ◗ an employee or executive corporate officer of the Company, an employee or executive corporate officer or director of a ❚ company that the Company consolidates, an employee or executive corporate officer or director of the ❚ company consolidates; Company’s parent company or a company that this parent Company holds directly or indirectly a directorship or in which an is not an executive corporate officer of a company in which the ◗ of the Company (currently or within the last 5 years) holds a employee designated as such or an executive corporate officer directorship; is not a customer, supplier, corporate bank or financing bank: ◗ material for the Company or its Group, ❚ share of activity; or for which the Company or its Group represents a material ❚ does not have close family ties with a corporate officer; ◗ 5 years; has not been the statutory auditor of the Company in the last ◗ the twelve-year anniversary). has not been a director of the Company for more than twelve ◗ years (the status of Independent Director is lost on the date of Ratio and Calculation rules Cap Gemini S.A., the AFEP-MEDEF Code recommends that at In companies with widely-held share capital, such as least one-half of Board members should be independent. Directors representing employee shareholders and directors Board’s independence, in accordance with the provisions of the representing employees are not included when calculating the and not the full 15 members of the Board. of this Registration Document is calculated based on 12 members Directors on the Cap Gemini S.A. Board of Directors on the date AFEP-MEDEF Code. Accordingly, the percentage of Independent

2

in the calculation of this percentage).

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Registration Document 2016 — Capgemini