Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.2 Organization and activities of the Board of Directors

values (Honesty, Boldness, Trust, Freedom, Team Spirit, decision of the Board) is to verify that the Group’s seven core defended and promoted by the Group’s corporate officers, Modesty and Fun) are correctly applied and adhered to, in all subsidiaries under its control, in all internal and external senior management and employees in all of its businesses and undertaken in the Group’s name. communications - including advertising - and in all other acts The main remit of this committee (created in July 2006 by subsidiaries. The Ethics & Governance Committee is responsible of best corporate governance practice within Cap Gemini and its It is also tasked more generally with overseeing the application independence review and compensation of the Company’s for all matters relating to the selection, appraisal, annual Directors to any potential situations of conflict of interest it has directors. It draws the attention of the Chairman of the Board of between directors. It must be ready to implement the measures identified between a director and the Company or its Group or of directors, etc.) or to the governance structure currently in proportion of female directors, diversity of profiles and expertise director or replacing a resigning director, increasing the the Board’s operation and composition (co-opting a new the Board any changes it considers appropriate or relevant to Executive Officer suddenly arises. It must handle and propose to necessary should the need to replace the Chairman and Chief

plans for key operating and functional managers of the Group. It place within the Group. The Committee is briefed on succession and retention of high potential executives. The Chairman and is also informed of the policy for the identification, development must be consulted by Group Management prior to any Chief Executive Officer is involved in this work. The Committee

appointment to the Executive Committee.

Composition and participation

Chairman of the Ethics & Governance Committee. confers the duties of Lead Independent Director on the Director since May 7, 2014, as the Board of Directors’ Charter Committee, Mr. Daniel Bernard is also the Lead Independent March 15, 2016. As Chairman of the Ethics & Governance remained a committee member until he passed away on The other members of the Committee are Ms. Laurence Dors and Mr. Bruno Roger . (Independent Director), Mr. Pierre Pringuet (Independent Director) attendance rate of 96% based on the current composition. This committee met six times in 2016, with an average committee has four directors: Mr. Daniel Bernard Since the death of Mr. Serge Kampf on March 15, 2016, this Committee on March 5, 2014 to replace Mr. Serge Kampf, who (Independent Director) was appointed Chairman of the

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

Daniel BERNARD Laurence DORS Pierre PRINGUET

100% 100%

83%

Bruno ROGER

100%

Directors and the introduction of a mechanism enabling the bylaws concerning employee representation on the Board of referred to above), notably with respect to changes to the (in addition to issues concerning the composition of the Board Specialized Board Committees; debated several times the changes in and composition of the ◗ Committee’s risk management role based on a study conducted issued recommendations to the Board on changes in the Audit ◗ amendments to the Charters of the Board of Directors and the by an external consultant and prepared the resulting Audit Committee, renamed the Audit & Risk Committee; prepared amendments to the Charter of the Board of Directors ◗ covering a range of issues in addition to risk management, on the Board and amendments required by the entry into effect including the participation of directors representing employees of new regulatory provisions; under the auspices of the Chairman, the Lead Independent ◗ of the activities of the Board and its Specialized Committees Director, was briefed on and discussed the annual assessment performed at the beginning of 2016 in respect of 2015; Lead Independent Director; external consultant under the responsibility of its Chairman, the Board’s activities in 2016 conducted at the end of 2016 by an was briefed on and discussed the formal assessment of the ◗ staggered renewal of the terms of office of directors;

March 15, 2016. Due to ill health, he was unable to travel to Ethics It is recalled that the Group’s founder, Mr. Serge Kampf, died on & Governance Committee meetings held prior to his death.

Committee activities in 2016

the following issues in 2016: The activities of the Ethics & Governance Committee focused on

Governance The Ethics & Governance Committee: was involved in the definition of the profile and the choice of two ◗ Lead Independent Director, and recommended the candidacy of new female directors, under the supervision of its Chairman, the Directors, which proposed their appointment to the Combined Ms. Sîan Herbert-Jones and Ms. Carole Ferrand to the Board of Shareholders’ Meeting of May 18, 2016; employee representing employee shareholders; was briefed on the process to renew the term of office of the ◗ Board on total attendance fees; debated the consequences of changes in the composition of the ◗ shareholders and proxy advisors in connection with the monitored the dialogue between the Company and its ◗ prepared the governance issues presented to the Board and preparation of the Combined Shareholders’ Meeting and then to the Combined Shareholders’ Meeting of May 18, 2016

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Registration Document 2016 — Capgemini