Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.2 Organization and activities of the Board of Directors

Organization of the Board of Directors 2.2.1 The role of the Board of Directors strategies of Cap Gemini and the Group it controls, to ensure that these strategies are implemented, to validate the legal and operational structure of the Group and the appointment of key managers and, more generally, to address any issues that arise in The principal role of the Board of Directors is to determine the key respect of the day-to-day operation of the Group. Given Capgemini’s business as a service provider, the Board pays particular attention to the management of the Group’s 193,077 (1) employees and thousands of managers across the globe. Operating rules the best governance practices now aligned with the recommendations of the AFEP-MEDEF Corporate Governance Code to which Cap Gemini refers. Accordingly, the Board has: For many years, the Cap Gemini Board of Directors has applied prepared, adopted, applied and amended where useful or necessary the Board of Directors’ Charter, particularly as part of a constant drive to improve the governance of the Company (see below);

Committee - and given each a clearly defined role (see Section 2.2.4); set up four specialized Board Committees - the Audit & Risk ◗ Committee, the Compensation Committee, the Ethics & Governance Committee, and finally the Strategy & Investment adopted a system for allocating attendance fees , whereby ◗ the majority of such fees are indexed to attendance at Board and Committee meetings (see Section 2.2.5); impair his/her judgment”) (see Section 2.1.2); in light of the definition of independence adopted by the AFEP-MEDEF Corporate Governance Code (“a director is independent when he/she has no relationship of any sort with the Company, the Group or its Management, that is likely to periodically reviewed the personal situation of each director ◗ regularly assessed its organization and operation , either at the time of the annual internal assessment performed by the Lead Independent Director or three-yearly, through the assessment conducted by an external consultant under the responsibility of the Lead Independent Director (see Section 2.2.3).

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Article 27.1 of the AFEP-MEDEF Corporate Governance Code for listed companies revised in November 2016, the Company considers that its practices comply with the recommendations of the AFEP-MEDEF Code. However, the Company has deviated from certain provisions for the reasons explained in the following table. Under the “Comply or Explain” rule provided for in Article L.225-37 of the French Commercial Code and stipulated in

Stock options and performance shares - Calendar period

that awards are made at the same calendar periods, e.g. after the disclosure of the financial statements for the previous financial year, and should preferably Article 24.3.3: “The Board must ensure

Cap Gemini no longer grants stock options. The Board of Directors decided to grant performance shares each year at the same calendar period at the Board meeting held at the end of July or in October, despite the fact that they are a different type of financial instrument whose value is not linked to the grant date. Exceptionally, following the acquisition of the IGATE group in 2015, Cap Gemini decided to grant free shares to certain of these employees in February 2016.

do so each year.”

Board Charters The Charters of the Board of Directors and the specialized Board Committees are available on the Company’s website: www.capgemini.com. Regularly updated Charters When the legal form of the Company returned to that of a traditional limited liability company ( société anonyme ) in May 2000, a new Charter was debated and adopted by the Board of Directors. The Charter has since been amended several times in line with changes in the Company and as part of the constant drive to improve governance with the dual aim of facilitating the collective performance of the Board of Directors’ activities and satisfying the corporate governance expectations of shareholders and their representatives. In particular, the position of Lead Independent Director was created in 2014. The respective duties of the Compensation Committee (formerly the Selection & Compensation Committee) and the Ethics & Governance Committee were revised in 2014, with the Compensation Committee focusing exclusively on setting executive corporate officer compensation and defining associating the Board of Directors and the Audit Committee, the compensation policy for Group senior executives and the duties of the Ethics & Governance Committee expanded to include the selection of and succession plans for key managers of the Group. Following the 2015 Board assessment which identified the need to improve the coordination of risk monitoring activities by

Cap Gemini is constantly seeking to improve its governance and regularly monitors its compliance with the provisions of the AFEP-MEDEF Code. Accordingly, the Company has voluntarily brought the following issues, explained in previous years by the Company, into compliance with the provisions of the AFEP-MEDEF Code: the Company’s bylaws to provide for the staggered renewal of the terms of office of directors, in line with Article 13.2 of the AFEP-MEDEF Code; the Combined Shareholders’ Meeting of May 18, 2016 amended ◗ in accordance with Article 21 of the AFEP-MEDEF Code, the ◗ employment contract of the Chairman and Chief Executive Officer was terminated on February 18, 2015; in light of the recommendations of the AMF and the Corporate Governance High Committee, the Board of Directors absence of conflict of interest for Independent Directors. implemented an appraisal procedure in 2015 to assess the in November 2016, the following points no longer represent deviations from the provisions of the AFEP-MEDEF Code: Furthermore, following recent changes in the AFEP-MEDEF Code performance shares are granted to executive corporate officers ◗ conditional upon the acquisition of a defined quantity of shares once the shares granted are available; the Audit Committee has a minimum period of two days to ◗ review the accounts before their review by the Board.

At December 31, 2016. (1)

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Registration Document 2016 — Capgemini