Cap Gemini - Registration Document 2016

2

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.1 Governance structure and composition of the Board of Directors

Directors not classified as independent

Based on the periodic review of the personal situation of each director in light of the definition of independence adopted by the (excluding directors representing employees and employee shareholders) could not be considered independent for the reasons given AFEP-MEDEF Corporate Governance Code, the Board considered in its meeting of February 15, 2017 that the following four directors

below:

Director

Reason

Paul Hermelin

Chairman and Chief Executive Officer of the Company

Yann Delabrière

the Group represents a material share of activity Director for more than 12 years, service provider of a Group subsidiary (through MM Consulting) for which

Phil Laskawy Bruno Roger

Director for more than 12 years

Director for more than 12 years, major corporate banker of the Group

Directors classified as independent considered in its meeting of February 15, 2017 that 8 of its Based on the independence criteria set out above, the Board 12 members, i.e. 66.66% could be considered independent, i.e. : Watteeuw-Carlisle. Siân Herbert-Jones, Xavier Musca, Pierre Pringuet and Caroline Daniel Bernard, Anne Bouverot, Laurence Dors, Carole Ferrand,

Shareholders’ Meeting Independence of the Board after the 2017 Combined considered independent at the end of the Combined The Board took due note that Mr. Daniel Bernard will no longer be Shareholders’ Meeting of May 10, 2017, subject to the renewal of of the Company for more than 12 years. Assuming the adoption of his term of office by shareholders, as he will have been a director and in particular the appointment of Mr. Pouyanné as member of the resolutions presented to the Combined Shareholders’ Meeting will therefore decrease to 62% from May 10, 2017 ( i.e. 8 members the Board, the percentage of independent directors on the Board out of 13).

Overview of the independent status of the Board of Directors

Independent Directors Percentage of

Board members* Classification of

67%

and Caroline Watteeuw-Carlisle Siân Herbert-Jones, Xavier Musca, Pierre Pringuet Daniel Bernard, Anne Bouverot, Laurence Dors, Carole Ferrand, Paul Hermelin, Yann Delabrière, Phil Laskawy, Bruno Roger Anne Bouverot, Laurence Dors, Carole Ferrand, Siân Herbert-Jones, Watteeuw-Carlisle Xavier Musca, Patrick Pouyanné, Pierre Pringuet and Caroline Paul Hermelin, Daniel Bernard, Yann Delabrière, Phil Laskawy, Bruno Roger

At the date of the Document 2016 Registration

62%

Meeting of May 10, 2017 Combined Shareholders’ At the end of the

In bold: members considered independent by the Board. (*)

Absence of conflicts of interest

Committee. In addition, each year directors are required to issue a statement to the Company regarding the existence or absence, to

interest: AFEP-MEDEF Code concerning the prevention of conflicts of Article 7.1 of the Cap Gemini Board of Directors’ Charter requires directors to comply with recommendation no. 19 of the represent all the shareholders and are required to act in all “Although they are themselves shareholders, the Directors notify the Board of Directors of any one-off conflict of interest or circumstances in the Company’s interest. They are required to related decision. Any director who has a permanent conflict of potential conflict of interest and to refrain from voting on the assess the absence of conflict of interest for directors. the Board of Directors implemented an appraisal procedure to Authority (AMF) and the Corporate Governance High Committee, In light of the recommendations of the French Financial Markets Capgemini Group and entities that are suppliers and/or clients of To this end, a statement of business flows between interest is required to resign from the Board.” Gemini was prepared and communicated to Daniel Bernard, Lead Capgemini Group and which have directors in common with Cap Independent Director and Chairman of the Ethics & Governance

their knowledge, of any conflicts of interest.

confirmed the absence of any conflicts of interest. Taking account of these results, the Lead Independent Director the general duties of the Ethics & Governance Committee which is These conflict of interest prevention measures supplement one of any potential situations of conflict of interest it has identified to draw the attention of the Chairman of the Board of Directors to directors. between a director and the Company or its Group or between In this respect, it was identified in October 2016 that Mr. Yann Chairman and CEO of MM Consulting. Further information on MM Consulting and Capgemini Consulting. Mr. Delabrière is the Section 2.4.3 (Attendance fees and other compensation received compensation received under this agreement is presented in followed the end of a one-year services agreement between consulting entity of the Capgemini Group. This appointment Advisor at Capgemini Consulting, a strategy and transformation Delabrière, a director of Cap Gemini, has been appointed a Senior

by corporate officers) .

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Registration Document 2016 — Capgemini