Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.2 Organization and activities of the Board of Directors

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

Bruno ROGER

100%

Paul HERMELIN Daniel BERNARD Anne BOUVEROT Robert FRETEL*

100% 100% 100% 100% 100%

Caroline WATTEEUW-CARLISLE

Mr. Robert Fretel joined the Board of Directors on September 1, 2016 and attended the two Strategy & Investment Committee meetings held after this date. (*)

Committee activities in 2016

and new service platforms. Group’s activity portfolio towards digital offerings, cloud migration strategy priorities, was held in San Francisco this year, it also developments. As this seminar, which seeks to adapt the Group’s offered an opportunity for enriching discussions with the Group's regularly reviewing working assumptions in light of market Finally it prepared the Board’s strategy meeting held in the fall, leading technology partners and to discover the Group's network of Applied Innovation Exchanges. attendance at a meeting. The members of the Committees receive fees of €2,500 for each by awarding them additional attendance fees of €5,000 per Board It was also decided to take account of the travel time of directors €2,000 for directors residing in Europe but outside France. This or Committee meeting for directors residing outside Europe and of employees, whose travel costs are covered otherwise. additional attendance fee is not allocated to directors representing six months and at the end of the year. Attendance fees are calculated in two parts, at the end of the first “rates” to be maintained. authorized by the Combined Shareholders’ Meeting were these resulting in aggregate attendance fees exceeding the threshold Company to hold a greater than scheduled number of meetings, These amounts could be reduced if circumstances require the fiscal year 2016 totaled €798,500, representing 67% of the ceiling Attendance fees calculated and paid to directors in respect of authorized by the Combined Shareholders’ Meeting. It is recalled that Mr. Paul Hermelin voluntary waived his right to respect of 2016 (as both Mr. Serge Kampf and he had done for collect attendance fees as a director of Cap Gemini S.A. in and Chief Executive Officer, is presented in section 2.4.2. to the executive corporate officer, Mr. Paul Hermelin, Chairman of this Registration Document. Mr. Paul Hermelin’s 2017 compensation is presented on page 85 A breakdown of compensation paid in respect of fiscal year 2016 corporate officers” on page 91. other directors in respect of 2016 is presented in the section A breakdown of attendance fees and other compensation paid to entitled “Attendance fees and other compensation received by the last seven years). Other compensation

company. spent a large part of its time monitoring the integration of this In a year marked by the acquisition of IGATE, the Committee implementation of the transformation and development plan, It also accompanied the management team with the systematically reviewing external growth opportunities in-depth studied opportunities helping to accelerate the rotation of the before their presentation to the Board of Directors. In priority, it

Director compensation 2.2.5 Total attendance fees

attendance fees to directors of up to €1,200,000 per year. Combined Shareholders’ Meeting of May 18, 2016 to pay In compensation for the time spent participating in Board and Committee meetings, the Company was authorized by the May 18, 2016 to increase the total maximum amount of The authorization given by the Combined Shareholders Meeting of of Directors to be attained. This increase in the total amount of attendance fees enabled the strategic objectives set by the Board composition, welcoming four new directors in 2016 including two attendance fees allowed the Board to continue the renewal of its both on directors not residing in France and on those heavily directors representing employees, while focusing the increase involved in the work of the Committees (as Chairmen or members the Board consistent with the international development and of several committees), while retaining the international outlook of global presence of the Group. Board meeting. €15,000, and an amount of €4,000 for each attendance at a Attendance fees include for each director a fixed portion of Attendance fees for the Specialized Board Committees were set with regard to the specific role of each committee and the ongoing annual payment of €45,000 for the Lead Independent Director and work required of Chairmen, who now receive exclusively a fixed Chairman of the Audit & Risk Committee and €25,000 for the Chairman of the Ethics & Governance Committee, €35,000 for the Investment Committee. Chairmen of the Compensation Committee and the Strategy & 2015, like all other attendance fees since 2009. Mr. Serge Kampf waived his right to collect this fee in respect of A fixed annual fee of €45,000 was allotted to the Vice-Chairman. Attendance fees - allocation rules

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Registration Document 2016 — Capgemini