Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.2 Organization and activities of the Board of Directors

following 2016 audits to help further improve compliance with Group ethical rules and principles. throughout the Group. The report contains recommendations to operate, is, overall, correctly understood and followed that the ethical framework within which the Group has decided in the second section of the report, an audit report concluding ◗

deliberated the independence of directors and the absence of ◗ conflict of interest in preparation for the Registration Document; monitored changes in the AFEP-MEDEF Code and their impacts ◗ on the governance of the Company; was briefed on changes in legislative and regulatory provisions ◗ so-called “Sapin 2” law on transparency, the fight against (statutory audit reform, European market abuse regulation, consequences for Cap Gemini; corruption and the modernization of the economy) and their was also briefed on the conclusions and observations of the ◗ Gouvernement d’Entreprise , HCGE) presented in its 2016 High Committee for Corporate Governance ( Haut Comité de (AMF) presented in its 2016 report on corporate governance and activity report and of the French Financial Markets Authority executive management compensation in listed companies; prepared the work of the Board on the proposed conversion of ◗ the Company to a European company (SE); Specialized Committees in preparation for the Combined Shareholders’ Meeting of May 10, 2017. launched a debate on the composition of the Board and its ◗ Talent - Succession plans The Ethics & Governance Committee: was briefed by Mr. Hubert Giraud , Director of People ◗ pool and recommended that the pool of potential employees for Management and Talent Development, on the Group’s talent Committee be widened and include more women and promotion to the Group Executive Board and the Executive international employees as well as former IGATE employees; prospects of around 30 high potential Group employees; was briefed on the launch of an assessment of the potential and ◗ Executive Officer arise suddenly; necessary should the need to replace the Chairman and Chief ensured that its Chairman was ready to implement the measures ◗ debated the director terms of office expiring at the 2018 ◗ corporate officer. Combined Shareholders’ Meeting, including that of the executive Ethics The Ethics & Governance Committee interviewed the Ethics, Compliance and Internal Audit Director ( Mr. Philippe Christelle ), September 2015. Mr. Philippe Christelle submitted his report to these two functions being held by the same person since the Committee presenting: in the first section an overview of the three Ethics & Compliance ◗ Finally, it highlighted that Capgemini was recognized as “One of 2016, representing approximately 50,000 hours of training). 2016 by the American Institute, Ethisphere, thereby confirming the World’s Most Ethical Companies” in 2013, 2014, 2015 and our all its stakeholders; the quality of the Group's ethical responsibility culture towards the Group's Ethics & Compliance program (over 80,000 E&C e-learning, in particular to integrate former IGATE employees to e-learning sessions were followed by former IGATE employees in procedure). This report highlighted the Group's major efforts in activities (training, communication and professional warning

The Strategy and Investment Committee

2

STRATEGY & INVESTMENT COMMITTEE IN 2016 (1)

MEETINGS 5

ATTENDANCE 100 %

60 % INDEPENDENT DIRECTORS (2)

1

EMPLOYEE DIRECTOR

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

Committee duties The role of this committee is to:

maintain its independence to enrich Board discussions; ensure its continued growth, improve its profitability and study in-depth the strategic options available to the Group to of these possible strategies; determine the amount of investment required to implement each ◗ identify and assess the alliances or acquisitions which would these strategies; appear able to facilitate or accelerate the implementation of presenting an opinion and/or recommendations (or at least finally, recommend a choice to the Board of Directors, by ◗ establish an order of priority). provided it does not compromise the smooth running of direction or issue considered relevant to the Group’s future, More generally, the Committee identifies and deliberates on any operations and guarantees operating and financial stability. five directors: Mr. Bruno Roger, Chairman, Mr. Daniel Bernard From May 7, 2014 to September 1, 2016, this committee had (Independent Director) and Ms. Caroline Watteeuw-Carlisle (Independent Director), Mr. Paul Hermelin , Ms. Anne Bouverot This committee now has six directors, as Mr. Robert Fretel director representing employees on September 1, 2016. joined the Strategy & Investment Committee when he became a The Committee met five times in 2016, with an average attendance rate of 100%. Composition and participation (Independent Director).

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Registration Document 2016 — Capgemini