Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.2 Organization and activities of the Board of Directors

Activities of the Board of Directors in 2016 2.2.2 Board of Directors’ meetings

“off-premises” meeting held at the Group innovation center in San Francisco, focusing entirely on Group strategy. This meeting was held on October 3, 4 and 5, 2016. Lead Independent Director and without the presence of the Chairman and Chief Executive Officer, during its meetings of February 17, 2016 and December 7, 2016. The following table presents individual attendance rates at meetings of the Board of Directors and the Specialized Committees on which the directors sit.

Number of meetings and attendance rate

by the Chairman in accordance with a schedule decided by the Board before the end of the prior year. This schedule may be The Board meets at least six times a year. Meetings are convened In addition, the Board held two executive sessions chaired by the

amended during the year in response to unforeseen circumstances or at the request of more than one director. In 2016, the Board met six times, with an average attendance rate of 93%. In 2016, the Board retained the principle of an

Number of meetings of the Board of Directors and its committees in 2016 and individual attendance rates

Ethics & Governance Committee Committee Strategy &

Directors Board of

Investment Audit & Risk Committee

Compensation Committee

Total number of meetings Average attendance rate

6

6

5

6

3

93%

(1) 96%

100%

100%

100%

Individual director attendance rates

Ethics & Governance Committee

Strategy & Investment Committee

Committee Audit & Risk

Compensation Committee

Board of Directors

No. of meetings

No. of meetings

No. of meetings

No. of meetings

No. of meetings

Name

%

%

%

%

%

Paul HERMELIN Serge KAMPF (2) Daniel BERNARD Anne BOUVEROT Yann DELABRIÈRE

6 100%

-

5 100 %

- - - -

- - - - - - - - - -

0/2

0% 0/2 0%

6 100% 5 83.33% 6 100% 6 100% 3/3 100% 2/2 100% 3/3 100% 2/2 100% 6 100% 6 100% 6 100% 6 100% 6 100%

6 100 %

5 100 % 5 100 %

- -

- - -

6 100 % 6 100%

Laurence DORS

6 100%

Carole FERRAND (3) Robert FRETEL (4)

- - - - - -

3/3 100 %

2/2 100 %

-

Siân HERBERT-JONES (3)

3/3 100 %

Phil LASKAWY

- - - -

6 100 %

Kevin MASTERS (4)

-

1/1 100%

Xavier MUSCA

6 100 %

-

Pierre PRINGUET

5 83 % 6 100%

- - -

3 100%

Bruno ROGER

5 100%

-

Lucia SINAPI-THOMAS WATTEEUW-CARLISLE Caroline

-

-

3 100%

6 100%

-

5 100%

-

3 100%

Based on the current composition of the Ethics and Governance Committee, excluding Serge Kampf who passed away on March 15, 2016. (1) Mr. Serge Kampf passed away on March 15,2016. (2) Ms. Carole Ferrand and Ms. Siân Herbert-Jones were appointed by the Shareholders’ Meeting of May 18, 2016. (3) Mr. Robert Fretel and Mr. Kevin Masters, directors representing employees, joined the Board on September 1, 2016. (4)

Board and Committee meetings held prior to his death. It is recalled that the Group’s founder, Mr. Serge Kampf, died on March 15, 2016. Due to ill health, he was unable to travel to the Mr. Kevin Masters, Secretary of the International Works Council, attended as a permanent guest all meetings of the Board of Directors and the Compensation Committee held prior to September 1, 2016, the date at which he took office as a director representing employees (prior to which Mr. Masters resigned from

his duties as Secretary of the International Works Council in accordance with the law). With the entry into office of two directors representing employees, including one appointed by the International Works Council, the Secretary of the International Works Council as a permanent guest to meetings of the Board of Directors and the Compensation Committee and amended its Charter accordingly. Board noted that it was no longer necessary to invite the

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Registration Document 2016 — Capgemini