The Board of Directors
The Board of Directors determines the overall strategies for the Company’s business and the Group. It designates the corporate officers who will be responsible for implementing those strategies and oversees their implementation. It deliberates on material issues relating to the proper operation and the future of the Company. It approves the financial statements of the Company and of the Group, calls General Shareholders’ Meetings and determines the proposed appropriation of income for the year.
Since the Shareholders’ Meeting of May 10, 2017, the Capgemini SE Board of Directors has 16 members. The wide range of their experience and expertise contributes to the quality of discussions and the smooth operation of the Board, ensuring the best possible balance taking account of the Group‘s situation and the different challenges facing Capgemini.
Chairman and CEO
Lead Independent Director
Director representing employees
Director representing employees
Director representing employee shareholders
The Board meets at least six times a year. Meetings are convened by the Chairman in accordance with a timetable agreed upon by the Board before the end of the prior year. This timetable may be amended during the year in response to unforeseen circumstances or at the request of more than one director. In 2016, the Board met six times. The average attendance rate was 93%.
Internal Rules of Operation
The Board has established and adopted internal rules of operation 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.
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.
Each member of the Board of Directors can attend all committee meetings, except in the case of conflict of interests.
Audit and Risk Committee
Chairman: Xavier Musca
Members: Laurence Dors, Carole Ferrand, Siân Herbert-Jones, Phil Laskawy
Meetings: six in 2016 with an average attendance rate of 100%
Download the Charter of the Audit & Risk Committee
Chairman: Laurence Dors
Members: Kevin Masters, Pierre Pringuet, Lucia Sinapi-Thomas, Caroline Watteeuw-Carlisle
Meetings: three in 2016 with an average attendance rate of 100%
Download the Charter of the Compensation Committee
Ethics and Governance Committee
Chairman: Pierre Pringuet
Members: Daniel Bernard, Laurence Dors, Bruno Roger
Meetings: six in 2016 with an average attendance rate of 96%
Download the Charter of the Ethics and Governance Committee
Strategy and Investments Committee
Chairman: Bruno Roger
Members: Paul Hermelin, Daniel Bernard, Anne Bouverot, Robert Fretel, Caroline Watteeuw-Carlisle
Meetings: five in 2016 with an average attendance rate of 100%
Download the Charter of the Strategy and Investments Committee
* Committees composition as of May 10, 2017