Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.2 Organization and activities of the Board of Directors

In accordance with laws and regulations applicable to insider 6 trading, as set more specifically by the French Monetary and Financial Code and the AMF’s General Regulations, the members of the Board of Directors shall refrain from: carrying out any transactions on the securities (including ◗ derivatives) of companies about which (and in the extent to which) they have privileged information by virtue of their position as member of the Board of Directors of the Company, carrying out any transactions, whether direct, indirect or ◗ through derivatives, involving the securities of the Company: to all Group employees (and is signed by all new recruits) with the following main objectives: rules of good governance together with a certain number of values which each Board member has solemnly undertaken to respect. A Code of Business Ethics was drafted at its initiative and distributed The Board seeks to comply with and ensure compliance with all ensure all Group companies comply with a certain number of ◗ rules of good behavior and primarily that of perfect integrity in the conduct of business and the management of employees; laws and regulations in the relevant country; implement measures stopping, fighting and sanctioning ◗ non-compliance with the core values of the Group, or prevailing provide an institutional framework for the actions, controls and ◗ dissuasive measures required to deal with the problems identified by these measures. contained therein. The minutes of the work of the Ethics & Governance Committee (see below) describe in detail the corporate actions undertaken in 2016 by the Ethics & Compliance Department and the implementation of the Code of Business Ethics. Each of the directors signed this Code, evidencing their commitment and support (both individual and collective) for all the measures

during a period commencing on the thirtieth calendar day ❚ results and ending after the close of the first trading day on the Paris Bourse following the said public release, preceding the public release of mid-year and full-year and during a period commencing on the fifteenth calendar ❚ day preceding quarterly announcements and ending after the close of the first trading day on the Paris Bourse following the said public release. In conformity with the Monetary and Financial Code and with the General Regulations of the Autorité des marchés financiers following their execution.” Company by electronic means of all transactions carried out involving Cap Gemini S.A. securities within three business days (AMF), each Director is required to notify the AMF and the knowledge and techniques necessary to the exercise of their duties, in accordance with legislative provisions. addition, the new members joining the Audit & Risk Committee receive information on the specific accounting, financial and operating aspects of the Company. Finaly, the two directors representing employees who joined the Board in September 2016 received special external training at the end of 2016 and the beginning of 2017, enabling them to obtain and perfect the the Lead Independent Director and the Board Secretary. In understanding of the Group, its ecosystem and its challenges. The Board members therefore meet regularly with the members of the Group Executive Board during Board and Committee meetings. The directors are also invited to the Group “Rencontres” gatherings, a two-yearly event bringing together, over three days, 400 of the Group’s key managers and emerging talent. In addition, each year a Board meeting dedicated to strategy is held Cap Gemini ensures that the directors have sufficient Ongoing training the challenges facing the Group through themed-based presentations and site visits. “off-premises” in the form of a seminar and invites key managers of the Group to contribute to Board discussions. These seminars also enable directors to constantly refine their understanding of In 2016, this seminar was held in San Francisco at one of the Group’s innovation centers. Specializing in co-innovation with established hi tech brands and startups, the San Francisco innovation center allows organizations to immerse themselves in the understanding, experimentation and application of all aspects of emerging technologies, as well as address the business several of the Group’s leading Cloud and Digital partners. disruptions confronting them and their industries. This seminar was also an opportunity for members of the Board to meet with

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Director training

Integration of new directors

activity sectors, particularly through meetings with the various members of General Management. New directors are also advised on the specific aspects of the Board of Directors of the Company during meetings with the Chairman and Chief Executive Officer, Cap Gemini ensures that directors joining the Board receive training in the specific aspects of the Group, its businesses and

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Registration Document 2016 — Capgemini