Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.2 Organization and activities of the Board of Directors

Carole Ferrand was Chief Financial Officer of Sony France from 2000 to 2011 and then of Europacorp Group in 2011 and 2012, Ms. Siân Herbert-Jones was Chief Financial Officer of Sodexo from 2001 to 2016 and Mr. Phil Laskawy was Chief Executive Officer of Ernst & Young from 1994 to 2001. Mr. Xavier Musca Financial Officer of PSA Peugeot Citroën from 1990 to 2007, Ms. members have amassed the necessary accounting and financial expertise to perform their duties. Mr. Yann Delabrière was Chief Through their professional careers, Audit & Risk Committee

Economy and Finance Ministry allows her to contribute both financial expertise and a transversal view of organizations. Laurence Dors’ career in executive management positions and the acquired considerable expertise in the French and international financial and banking sectors throughout his career in the French civil service, ministerial offices and the private sector. Finally, Ms. The Committee met six times in 2016, with an average attendance rate of 100%.

The individual attendance rate of each current member of the Audit & Risk Committee was as follows:

Yann DELABRIÈRE Laurence DORS Carole FERRAND*

100% 100% 100% 100% 100% 100%

Siân HERBERT-JONES*

Phil LASKAWY Xavier MUSCA

Ms. Carole Ferrand and Ms. Siân Herbert-Jones joined the Board of Directors on May 18, 2016 and attended the three committee meetings held after this date. (*)

The Compensation Committee

activities in 2016 The Committee reviewed the company statutory and the Group consolidated financial statements for the year ended December 31, 2015 and the Group consolidated financial statements for the half-year ended June 30, 2016. It focused in particular on the accounting treatment of events with a material impact on the annual or half-year financial statements. particular the measurement of goodwill and deferred tax assets. The Committee similarly reviewed the change in Group commitments, including pension obligations, focusing in particular With respect to the annual financial statements, it reviewed in on the analysis of the research tax credit in France and the monitoring of changes therein. In addition, the Committee examined the situation in Brazil and its impact on Group performance. The Committee also interviewed: Mr. Philippe Christelle , Internal Audit Director, questioning him ◗ on working methods, planning, areas of intervention, the findings of audits carried out during the year ; Mr. André Cichowlas , Delivery Director (Production/Methods ◗ and Support) and Support Services, questioning him in particular are separately monitored and the development and roll-out of shared access and industrial procedure ; on the impact on the operating accounts of major contracts that finally Mr. Jean-Baptiste Massignon , Group General ◗ Secretary also in charge of pre-sales risk management, questioning him on the activities of the Group Review Board during the period and the terms and conditions of major commercial proposals. the accounting monitoring of projects and the good control of the The Statutory Auditors reported to the Committee on the quality of accounts closing process.

COMPENSATION COMMITTEE IN 2016 (1)

MEETINGS

ATTENDANCE

INDEPENDENT DIRECTORS (2)

3

100 %

100 %

1

1

EMPLOYEE DIRECTOR

DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS

(1) As at December 31, 2016. (2) The directors representing employees and employee shareholders are not taken into account in calculating this percentage, in accordance with the provisions of the AFEP-MEDEF Code.

Committee duties

compensation (so-called “Say on Pay”) and is consulted on to shareholders for the vote on executive corporate officer previous year. The Committee reviews the information presented assessment by the Board of Directors of performance in the and at least once at the beginning of Y+1 to prepare the quarter of each year (Y) to propose to the Board of Directors component(s). To this end, the Committee meets in the final executive corporate officer objectives for the following year (Y+1) appropriate, propose a detailed list of individual objectives officers and, with regards to the variable portion and where performance and the calculation of the variable compensation (quantitative and qualitative), enabling an assessment of Charter recently amended by the Board of Directors on June 17, on the fixed and variable compensation of executive corporate 2015. Firstly, it must present proposals to the Board of Directors executives. This committee has several duties set out in its corporate officers and defining compensation policies for Group On October 8, 2014, the Selection & Compensation Committee concentrates exclusively on setting the compensation of executive changed its name to the “Compensation Committee” and now

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Registration Document 2016 — Capgemini