Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.2 Organization and activities of the Board of Directors

Composition and participation

financial terms and conditions in the event of the appointment or departure of an executive corporate officer. The Compensation Committee must be informed of the in the management of senior executive careers and the application compensation policies adopted by Capgemini Group companies of these policies with respect to the Group’s medium and Committee must also be informed annually by Group long-term strategy presented to the Board of Directors. The Committee members. Management of the (fixed and variable) compensation of Executive executives to better share in the Group’s profits (long- term incentive Finally, the Committee reviews the various schemes enabling senior savings schemes, etc.) and proposes to the Board of Directors the instruments and particularly performance share grants, Group incentive instruments it considers appropriate and capable of being implemented in all (or certain) Capgemini Group companies.

(Director representing employee shareholders) and Ms. Caroline (Director representing employees), Ms. Lucia Sinapi-Thomas Watteeuw-Carlisle (Independent Director). This Committee has four directors since September 1, 2016, the Pringuet, Chairman and Independent Director, Mr. Kevin Masters date at which Kevin Masters took office as a director: Mr. Pierre Works Council, to attend all meetings of the Compensation took office as a director representing employees (prior to which Committee held prior to September 1, 2016, the date at which he International Works Council in accordance with the law). Mr. Masters resigned from his duties as Secretary of the Mr. Kevin Masters was invited, as Secretary of the International attendance rate of 100%. This committee met three times in 2016, with an average

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The individual attendance rate of each current member of the Compensation Committee was as follows:

Pierre PRINGUET Kevin MASTERS*

100% 100% 100% 100%

Lucia SINAPI-THOMAS

Caroline WATTEEUW-CARLISLE

Mr. Kevin Masters joined the Board of Directors on September 1, 2016 and attended the Compensation Committee meeting held after this date. (*)

activities in 2016

regularly reported on the Committee’s work and presented executive management compensation policy. Its Chairman following areas: recommendations to the Board of Directors concerning the throughout 2016 the consistency of the Group’s senior In accordance with the Committee’s remit, it ensured Group and its subsidiaries; the consistency of the general compensation policy of the ◗ Group’s key managers. These recommendations focused at and that of members of the Executive Committee and the the beginning of the year on: the compensation of the Chairman and Chief Executive Officer the year, managers compared with objectives set at the beginning of an appraisal of the individual performance of each of these ❚ the first quarter of the next year, calculation of the variable portion of compensation paid in ❚ variable portion for the following year, adjustment of the fixed compensation and theoretical ❚ setting objectives to be used for the current year as a basis ❚ due. for defining the calculation of the actual variable portions shares to certain managers of IGATE, acquired in July 2015, The Committee studied the principle and means of granting beneficiaries and the proposed individual allocation of these certain managers. It drafted and communicated a list of July 26, 2016. performance shares to the Board of Directors for agreement on agreement on February 17, 2016. The Committee also studied allocation of these shares to the Board of Directors for the principle and means of granting performance shares to communicated a list of beneficiaries and the proposed individual subject to employment linked conditions. It drafted and

anticipation of the so-called “Sapin II” legislation introducing an the compensation policy of the executive corporate officer in such compensation. ex-ante shareholders vote on the principles and elements of The Committee also reviewed a first draft of the presentation of

The Ethics and Governance Committee

ETHICS & GOVERNANCE COMMITTEE IN 2016 (1)

MEETINGS

ATTENDANCE (2)

INDEPENDENT DIRECTORS

6

96 %

75 %

(1) As at December 31, 2016. (2) Based on the composition of the Committee at year-end, excluding Mr. Serge Kampf who died on March 15, 2016.

Committee duties

also Group senior executive selection and succession plans. directors to ensure the balanced composition of the Board but selection and succession plans and the proposal of new Committee now include not only executive corporate officer Since October 8, 2014, the roles of the Ethics & Governance

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Registration Document 2016 — Capgemini