Cap Gemini - Registration Document 2016

CORPORATE GOVERNANCE AND INTERNAL CONTROL

2.4 Compensation of executive corporate officers

Compensation components due or awarded in respect of 2016 to Mr. Paul Hermelin, Chairman and Chief Executive Officer and subject to shareholder mandatory vote

to vote value subject accounting Amount or €1,452,000 (paid in 2016)

Presentation

2

compensation Fixed

the change in Mr. Paul Hermelin’s role who became Chairman and Chief Executive Officer at the end of with the AFEP-MEDEF Code. This amount is unchanged on 2013 when it was increased by 10% to reflect evolution and internationalization of the Group since 2008, when his compensation was last modified. The the Combined Shareholders’ Meeting of May 24, 2012, the extension of his responsibilities and the 1.2% per annum . This theoretical compensation falls within the average for CAC 40 executives. annualized increase in his theoretical compensation since 2008 and therefore in his fixed compensation is on February 17, 2016 at the recommendation of the Compensation Committee. It represents 60% of the The gross fixed compensation of €1,452,000 for fiscal year 2016 was approved by the Board of Directors total theoretical compensation if objectives are attained and is reviewed at long intervals in accordance During the Board of Directors’ Meeting of February 15, 2017, the Board, based on the audited and of Mr. Paul Hermelin’s variable compensation for fiscal year 2016, of a target amount if objectives are approved accounts and at the recommendation of the Compensation Committee, assessed the amount components, V1 and V2, that may vary between 0% and 200% of the theoretical amount. attained of €968,000, i.e. 40% of his total theoretical compensation and comprising two equal respective weightings, all relating to the financial results as compared to an ambition decided by the V1 component: this component is calculated in accordance with quantifiable criteria and the following Board: 1) % attainment of the revenue : 30% weighting; 2) % attainment of the operating margin rate : 30% weighting; 3) % attainment of pre-tax net profit : 20% weighting; 4) 2016 Free Cash Flow: 20% weighting. February 17, 2016. These objectives were assessed with respect to the objectives set by the Board of Directors’ Meeting of which taking account of the relative weighting of each objective, gives a weighted attainment rate of Attainment rates for these four objectives were 98.39%, 94.98%, 95.07% and 120.22% respectively, 101.07%. The Group’s historical calculation formula accelerates actual performance upwards and downwards such that: 70% last year), the V1 component will be nil; if the weighted performance of the above four financial indicators is less than or equal to 75% (was ■ 130% last year), the V1 component will be capped and equal to twice its theoretical amount. if the weighted performance of the above four financial indicators is greater than or equal to 125% (was ■ decreases the variable component by 4%. Therefore, application of the formula to the weighted Accordingly, with this formula, a one point variance in the weighted attainment rate increases or 104.28%, giving an amount of 968,000/2*104.28 = €504,735 . attainment rate of 100.1% in 2016 results in the multiplication of the theoretical variable component by work done by the Compensation Committee which reviewed the various qualitative objectives grouped V2 component: The evaluation and the associated proposal have been prepared on the basis of the “Strategic agenda around industrialization and account centricity culture” for 25% and “HR into four categories: “Success of IGATE integration” for 30%, “new strategic development” for 20%, in 2016 vs. 2015. For these two quantitative measures the achievements were on i) exceeded and on ii) talent base and ii) ensuring the retention of the IGATE top 20 client base, through a net revenue increase the integration impact on the strengthening of our Indian and US operations and of our client centric an increase superior to Group growth. For the third indicator, the Board made a qualitative evaluation of regard to the achieved quantified indicators and to the qualitative evaluation, the Board considered that culture and highlighted in particular, a reinforced account centricity culture and Capgemini brand. In the objectives set for this category have been achieved at 140% . the same weight, including two quantitative measures around i) ensuring the retention of the IGATE VP For the first category (Success of IGATE integration-30%), the Board set three indicators each with on two qualitative objectives i) the identification of appropriate acquisition targets and ii) the Cloud and For the second category (Next strategic development-20%) , the Board based its recommendations set for this category have been realized at 90%. Digital development strategy. Given these achievements, the Board considered that the objectives transformation” for 25%.

Annual

€1,075,855 (paid in 2017)

compensation variable

87

Registration Document 2016 — Capgemini