About Capgemini

Corporate Governance

Details of our Board of Directors and Board Committees.

Board of Directors

Members: 12 directors
 
Directors:
Paul Hermelin
Chairman
Serge Kampf
Vice-Chairman
Daniel Bernard
Anne Bouverot
Yann Delabrière
Laurence Dors
Phil Laskawy
Bernard Liautaud
Ruud van Ommeren
Terry Ozan
Pierre Pringuet
Bruno Roger
Lucia Sinapi-Thomas

The principal role of the Board of Directors is to determine the key strategies of Capgemini and its subsiduariesp, and to ensure that these strategies are implemented. Particular emphasis is placed on the management of human resources, especially at the managerial level, reflecting Capgemini’s role as a service provider. 

The Board meets at least six times per year. Meetings are convened by the Chairman in accordance with a timetable agreed upon by the Board at the end of the previous year. However, this timetable may be amended during the year in response to unforeseen circumstances or at the request of more than one director. During 2012, the Board met seven times.

The average attendance rate was 90% with all absences noted due to cases of force majeure.
 

Internal Rules of Operation
The Board has established and adopted internal rules of operation (which it amended on July 26, 2006 and June 9, 2010), mainly in order to clarify the scope of (and bases for exercising) the various powers entrusted to the Board, the specialized Board committees, the Chairman and CEO and the Vice-Chairman. It also sets out the list of obligations under the "Code of Business Ethics" with which directors undertake to comply.

Board Committees

The general purpose of these committees is to examine or prepare certain resolutions involving their particular areas of expertise, draft proposals and transmit viewpoints or recommendations to the Board. They have no decision-making authority—decisions are taken by the Board of Directors, assembled according to the requisite procedure—and may not treat subjects outside their own fields of competence.

Audit Committee

  • Chairman: Yann Delabrière
  • Members: Phil Laskawy, Pierre Pringuet
  • Meetings: six in 2012, with an average attendance rate of 96%

Selection & Compensation Committee

  • Chairman: Ruud van Ommeren
  • Members: Terry Ozan, Pierre Pringuet, Lucia Sinapi-Thomas
  • Meetings: six in 2012, with an average attendance rate of 90%

Ethics and Governance Committee

  • Chairman: Serge Kampf
  • Members: Daniel Bernard, Bruno Roger
  • Meetings: five in 2012, with an average attendance rate of 80%

Strategy and Investments Committee

  • Chairman: Bernard Liautaud
  • Members: Daniel Bernard, Laurence Dors, Paul Hermelin, Bruno Roger
  • Meetings: four in 2012, with an average attendance rate of 96%
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