Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.2 Organization and activities of the Board of Directors

Organization and activities of the Board of 2.2 Directors

ETHICS & GOVERNANCE COMMITTEE

AUDIT & RISK COMMITEE

4

independent 67 %

6

Members

independent 75 %

Members

attendance 96 % (3)

attendance 100 %

6

meetings in 2016

6

BOARD OF DIRECTORS (1) 15 members including : ◗ 1 Lead Independent Director ◗ 2 Directors representing employees ◗ 1 Director representing employee shareholders ◗ 6 meetings in 2016, with 93% attendance and 2 executive sessions

meetings in 2016

COMPENSATION COMMITTEE

STRATEGY & INVESTMENT COMMITTEE

4

6

Members

independent 60 % (2)

independent 100 % (2)

Members

attendance 100 %

attendance 100 %

3

5

meetings in 2016

meetings in 2016

(1) As at December 31, 2016. (2) The two directors representing employees are not taken into account in calculating this percentage, in accordance with Article L.225-27 of the French Commercial Code. (3) Based on the current composition of the Ethics and Governance Committee, excluding Mr. Serge Kampf who passed away on March 15, 2016.

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Registration Document 2016 — Capgemini