Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.2 Organization and activities of the Board of Directors

Organization and preparation

the Group’s Cloud positioning and its Digital strategy and goals, the transformation of the Group and the enrichment and ❚ retention of talent to accompany this transformation. 2. Talent management monitoring of the management of the Group’s key talent and its ◗ enrichment and retention; monitoring of changes in the composition of the Group ◗ Executive Committee. sheet and liquid assets 3. The active management of the Group’s balance authorization of a multi-year share buyback program with a maximum amount of €600 million in February 2016, increased by €500 million by the Board of Directors on December 7, 2016; ORNANE bonds redeemable in cash and/or in new and/or existing shares issued on October 25, 2013 and maturing on January 1, 2019; early redemption of all outstanding zero-coupon ◗ share capital reduction of €4,937,880 by cancellation of shares purchased under the multi-year share buyback program. Committee at the end of 2016 ; changes in the composition of the Board of Directors and its ◗ committees, particularly with the appointment of two new female directors by the Combined Shareholders’ Meeting in May 2016, the arrival of two directors representing employees in September 2016 and the change in the Chairman of the Audit assessment of the Board of Directors: internal assessment of ◗ Board activities in 2015 performed by the Lead Independent Director and 2016 assessment performed by an external 4. Group governance consultant under the supervision of the Lead Independent Director (executive session during the Board meeting on December 7, 2016) ; changes in the Company’s bylaws enabling a staggered renewal ◗ of the terms of office of directors and the appointment of employee directors; Audit & Risk Committee and amendments to the Charter of the Board of Directors ; overhaul of the Charter of the Audit Committee, renamed the ◗ Company (see Section 7.1.2); the proposed conversion of the Company to a European ◗ the monitoring of dialogue between the Company and its shareholders and proxy advisors in connection with the preparation of the Combined Shareholders’ Meeting; the monitoring of new regulations (statutory audit reform, ◗ European Market abuse regulation) and changes in the AFEP-MEDEF Code and the integration of their impact by the Company.

specific points to be discussed by the Board. The Notice of Meeting, sent to directors two weeks before the meeting date, contains the agenda set after the Chairman and Chief Executive Officer has consulted with the Vice-Chairman, the Lead Independent Director and any directors who proposed In accordance with the Board of Directors’ Charter, preparatory documentation is sent to directors a week before the meeting. Directors are also sent or handed a summary report comparing the share price of the Cap Gemini share to that of various general and sector indexes and to its main competitors, as well as the last known consensus. In addition, important press releases (signature of major contracts, alliances, etc.) issued by the Company together with financial analysts’ studies of Cap Gemini or the sector are regularly brought to the attention of directors. above-mentioned information are communicated by a secure platform accessible solely by Board members using an individual password. This platform is hosted on a server located in France. Documents relating to the Board of Directors as well as the In 2015, this platform, which is used for Board of Directors’ and Committee meetings, was reviewed and modernized in response to wishes expressed by directors during the 2014 Board assessment, to make it more mobile, accessible from any location and even more secure. topics. provide directors with an overview of the Group’s position, but also with regard to Group governance principles, which, pursuant to prevailing texts and to the Board of Directors’ Charter, presuppose that Board members will make decisions on specific The agenda of Board of Directors’ meetings is defined not only to Accordingly, in addition to approving the 2015 annual financial statements and the financial statements for the first-half of 2016 and convening the Combined Shareholders’ Meeting of May 18, 2016, the activities of the Board of Directors focused on: monitoring implementation of the decisions made at the most ◗ recent Rencontres gathering in Rome in 2015 (Rencontres gathering: two-yearly event bringing together, over three days, 400 of the Group’s key managers and emerging talent) and in particular the set-up and performance of the Strategic Business 1. Group strategy and performance Units and Group functions whose scope was amended at this time; monitoring of Group performance and activities; monitoring of the integration of IGATE following its acquisition in ◗ July 2015; during the annual strategy seminar in October, the Board of ◗ Directors was informed of and debated the different market trends, changes in the Group’s competitive environment and the strategic challenges facing the Group over a three-day period. These activities focused particularly on: major technology trends, particularly in cybersecurity, the ❚ Cloud, mobile networks and new customer relationship management tools, as well as the new opportunities offered by the development of artificial intelligence, Activities of the Board during 2016

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Registration Document 2016 — Capgemini