Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.2 Organization and activities of the Board of Directors

Meetings were also organized with the Group’s key managers in order to assess the quality of interaction between the Board of Directors and the management team. executive session. A summary report was presented to the Board of Directors on December 7, 2016 by the external consultant, analyzing the information gathered both through the questionnaires and the individual meetings. This report was discussed in detail during the confirmed the collective approach to the Board’s work and the spirit of openness which characterizes its discussions. The improved momentum of plenary strategic meetings was noted and the move in recent years to create a closer relationship between the Board and Group management is fully appreciated. The assessment highlighted the continued progress in the activities of the Board and its committees since 2013 and The role and activities of the Lead Independent Director were identified as facilitating the balance desired by the Board, in line with best governance practices. After expressing their satisfaction with the main improvements introduced in 2016 following the 2015 internal assessment, the directors set out the following priorities for 2017:

Ongoing training for directors ◗ Extend knowledge of the Group, its businesses and its competitive environment, including through sessions with external advisors. Strategy monitoring strategic pillars. Further explain potential acquisitions in light of the Group’s ❚ Further improve the coordination of the work of the Strategy ❚ & Investment Committee and the Board by enriching the Committee’s report to the Board and setting the agenda of the Board accordingly. Risk monitoring ◗ 2016 (renamed the Audit & Risk Committee as a result). Annual risks review by the Board and implement ation of the ❚ strengthened risk monitoring as planned following the overhaul of the Charter of the Audit Committee at the end of Talents ◗ management and particularly with respect to mobility. Regular information on progress made in relation to talent ❚ Corporate Social Responsibility ◗ Regular briefings on initiatives and the results of the Group’s ❚ CSR policy. of risk exposure and material off-balance sheet commitments of the Company, as well as the accounting options adopted. and efficiency of internal control systems, internal audit and the management of major risks to which the Group is exposed in the course of its business. Following the strengthening of these risk monitoring duties, the Committee must now review the major risks to which the Group may be exposed at least once a year, in Secondly, the Audit and Risk Committee ensures the existence and generally monitoring the conduct of their engagements. Finally, the Committee is responsible for monitoring the statutory audit of the annual and half-yearly consolidated financial statements of the Group and of the annual accounts of the Company, ensuring the independence of the Statutory Auditors Where it considers it useful or necessary, the Audit & Risk Committee may be assisted by experts appointed for this purpose. Composition and participation Director and Committee Chairman since December 7, 2016). This committee has six directors since May 18, 2016, the date at which Ms. Carole Ferrand and Ms. Siân Herbert-Jones took office: Mr. Yann Delabrière (Chairman until December 7, 2016), Ms. Laurence Dors (Independent Director), Ms. Carole Ferrand (Independent Director), Ms. Siân Herbert-Jones (Independent Director), Mr. Phil Laskawy and Mr. Xavier Musca (Independent as Committee Chairman given the new provisions of the AFEP-MEDEF Code regarding director independence. Mr. Delabrière has undertaken to assist the Audit & Risk Committee during a transitional period running at least until the approval of the financial statements for the year ended December 31, 2016. Mr. Xavier Musca became Chairman of the Committee on December 7, 2016, after Mr. Yann Delabrière decided to resign particular through a review of the risk mapping prepared by the Group Management Risk Committee.

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Role and composition of the four Specialized Board Committees 2.2.4

The Audit and Risk Committee

AUDIT & RISK COMMITTEE IN 2016 (1)

MEETINGS

ATTENDANCE

INDEPENDENT DIRECTORS

6

100 %

67 %

(1) As at December 31, 2016.

Committee duties The duties of the Audit Committee were changed on December 7, 2016 to strengthen risk management and include the impacts of the European statutory audit reform. The Committee name was also changed to the Audit & Risk Committee. These changes in the Committee’s duties followed the wish expressed by directors during the assessment of the Board’s activities in 2015 to improve risk monitoring by associating the Board of Directors and the Audit Committee. In accordance with Article L.823-19 of the French Commercial Code, the AMF recommendation of July 22, 2010 and best consolidated financial statements of the Group, the annual accounts of Cap Gemini S.A. and the management presentation market practice, the duties of the Audit & Risk Committee fall into three categories. Firstly, the Audit Committee monitors issues concerning the preparation and control of financial and accounting information. It monitors the financial information preparation process and, where applicable, suggests recommendations to guarantee its integrity. It examines the draft annual and half-yearly

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Registration Document 2016 — Capgemini