Board of Directors and Board Committees

Board of Directors

Since May 23, 2019, the Capgemini SE Board of Directors has 14 members. 12 directors are elected by the shareholders and 2 are appointed according to the employee representation system. 82% of directors are independent and 50% are women. 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.

*As of December 31^st, 2018

Composition of the Board of Directors

In accordance with its diversity policy, the Board of Directors ensures the balance and plurality of expertise on the Board with regard to the challenges facing the Group. It maintains a range of experience and nationalities and respects gender balance, while ensuring the commitment of all directors to the Group’s fundamental values.

Board meetings

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 2018, the Board met 9 times and held 2 executive sessions. The average attendance rate was 95%.

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, the Vice-Chairman and the Lead Independent Director. It also sets out the list of obligations under the “Code of Business Ethics” with which directors undertake to comply.
Download the Charter of the Board of Directors

Board Committees

The Board of Directors has set four specialized committees that have a consultative role and which general purpose is to contribute to the Board’s good operations, studying in detail certain issues within their scope of competence to prepare decisions taken by the Board of Directors.

Audit and Risk Committee*

Chairman: Xavier Musca
Members: Anne Bouverot, Xiaoqun Clever, Laurence Dors, Siân Herbert-Jones
Meetings: 7 in 2018 with an average attendance rate of 85%
Download the Charter of the Audit & Risk Committee

Compensation Committee*

Chairman: Laurence Dors
Members: Kevin Masters, Pierre Pringuet, Lucia Sinapi-Thomas
Meetings: 4 in 2018 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, Frédéric Oudéa
Meetings: 8 in 2018 with an average attendance rate of 97%
Download the Charter of the Ethics and Governance Committee

Strategy and CSR Committee*

Chairman: Daniel Bernard
Members: Paul Hermelin, Anne Bouverot, Laura Desmond, Robert Fretel, Patrick Pouyanné
Meetings: 6 in 2018 with an average attendance rate of 97%

NB : The Strategy and Investment Committee was renamed Strategy and CSR Committee in March 2019
Download the Charter of the Strategy and CSR Committee

** Committees composition as of May 23^rd, 2019

Publications in accordance with article L.225-40-2 of the French Commercial Code

• July 15, 2019
• September 22, 2019