Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.2 Organization and activities of the Board of Directors

Roles of the Lead Independent Director The roles of the Lead Independent Director, resulting from the Charter of the Board of Directors and Board decisions, are as follows: proposed Board meeting schedule presented for the approval of the Board and on the draft agenda for each meeting of the Board of Directors; he is consulted by the Chairman of the Board of Directors on the ◗ the request of one of more Board members; he can propose to the Chairman the inclusion of items on the agenda of Board of Directors’ meetings at his own initiative or at he can bring together Board members in the absence of ◗ executive corporate officers in so-called “executive sessions”, at his own initiative or at the request of one of more Board members, to discuss a specific agenda; he chairs any such meetings; he leads the assessment of the performance of the Board of ◗ Directors and the specialized Committees; he steers the search for new candidates for the Board of ◗ Directors; he chairs the annual meeting of the Board of Directors convened ◗ to assess the performance of the Chairman and Chief Executive Officer and any Deputy Chief Executive Officers; they have the means necessary to perform their duties in a satisfactory manner and in particular that they receive sufficient information prior to the Board meetings; he holds regular discussions with the other directors to ensure he reports on his actions to the Annual Shareholders’ Meeting. ◗ The Lead Independent Director is assisted by the General Secretary in the exercise of his duties.

Report on the Lead Independent Director’s activities in 2016 The Lead Independent Director focused his activities on the following areas in 2016: he was heavily involved in the preparation of Board of Directors’ ◗ meetings, particularly as concerns the different governance issues presented to the Board and was consulted by the Chairman and Chief Executive Officer on the agendas of all Board meetings; in the context of the Ethics & Governance Committee, he led the ◗ search process for candidates upstream of the Combined Shareholders’ Meeting of May 18, 2016 which appointed two new female directors; at the beginning of 2016, he led the internal assessment of the ◗ Board and its Specialized Committees for 2015, based on a questionnaire and individual meetings with each of the members of the Board (see Section 2.2.3); (see Section 2.2.3); he also steered the 2016 assessment performed with the ◗ assistance of an external consultant in the fourth quarter of 2016 he participated in the integration of the new directors appointed by the Combined Shareholders’ Meeting of May 18, 2016 and the two directors representing employees that joined the Board in September 2016; he chaired the executive session of the Board in ◗ December 2016, held without the presence of the Chairman and objectives for 2016 and (ii) the assessment of the Board and its Specialized Committees; Chief Executive Officer, which covered (i) the individual objectives of the Chairman and Chief Executive Officer for 2017 and an initial discussion of the attainment of his individual he attended all meetings of the Board of Directors and the Ethics & Governance Committee which he chairs and the Strategy & Investment Committee, of which he is also a member; he also reported to shareholders of the Company on his ◗ activities and on the activities of the Board and its Specialized their full satisfaction with the role played by Mr. Daniel Bernard as Lead Independent Director, highlighting the importance of his role and activities in achieving the balance desired by the Board, in line with best governance practices. During the last two Board assessments, the directors expressed Committees at the Combined Shareholders’ Meeting of May 18, 2016.

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Registration Document 2016 — Capgemini