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Board of Directors and Board Committees

Board of Directors

At May 20, 2020, the Capgemini SE Board of Directors has 15 members. 13 directors are elected by the shareholders and 2 are appointed according to the employee representation system. 75% of directors are independent and 42% 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.

Paul Hermelin

Chairman of the Board of Directors
Chairman of the Strategy & CSR Committee
Nationality: French
First appointment: 2000
Attendance rate (Board)*: 100%
Read Paul Hermelin’s biography

Daniel Bernard

Vice-Chairman of the Board of Directors
Member of the Strategy & CSR and Ethics & Governance Committees
Nationality: French
First appointment: 2005
Attendance rate (Board)*: 100%
Read Daniel Bernard’s biography

Pierre Pringuet

Lead Independent Director
Chairman of the Ethics & Governance Committee and Member of the Compensation Committee
Nationality: French
First appointment: 2009
Attendance rate (Board)*: 100%
Read Pierre Pringuet’s biography

Anne Bouverot

Independent Director
Member of the Strategy & CSR Committee
Nationality: French
First appointment: 2013
Attendance rate (Board)*: 90%
Read Anne Bouverot’s biography

Xiaoqun Clever

Independent Director
Member of the Audit & Risk Committee
Nationality: German
First appointment: 2019
Attendance rate (Board)*: 100%
Read Xiaoqun Clever’s biography

Laurence Dors

Independent Director
Chairman of the Compensation Committee, Member of the Audit & Risk and Ethics & Governance Committees
Nationality: French
First appointment: 2010
Attendance rate (Board)*: 100%
Read Laurence Dors’ biography

Aiman Ezzat

Chief Executive Officer
Member of the Strategy & CSR Committee
Nationality: French
First appointment: 2020
Read Aiman Ezzat’s biography

Siân Herbert-Jones

Independent Director
Member of the Audit & Risk Committee
Nationality: British
First appointment: 2016
Attendance rate (Board)*: 100%
Read Siân Herbert-Jones’s biography

Hervé Jeannin

Director representing employees
Member of the Strategy & CSR Committee
Nationality: French
First appointment: 2020
Read Hervé Jeannin’s biography

Kevin Masters

Director representing employees
Member of the Compensation Committee
Nationality: British
First appointment: 2016
Attendance rate (Board)*: 100%
Read Kevin Masters’s biography

Belen Moscoso del Prado

Independent Director
Member of the Compensation Committee
Nationality: Spanish
First appointment: 2020
Read Belen Moscoso del Prado’s biography

Xavier Musca

Independent Director
Chairman of the Audit & Risk Committee
Nationality: French
First appointment: 2014
Attendance rate (Board)*: 100%
Read Xavier Musca’s biography

Frédéric Oudéa

Independent Director
Member of the Ethics & Governance Committee
Nationality: French
First appointment: 2018
Attendance rate (Board)*: 100%
Read Frédéric Oudéa’s biography

Patrick Pouyanné

Independent Director
Member of the Strategy & CSR Committee
Nationality: French
First appointment: 2017
Attendance rate (Board)*: 90%
Read Patrick Pouyanné’s biography

Lucia Sinapi-Thomas

Director representing employee shareholders
Member of the Compensation Committee
Nationality: French
First appointment: 2012
Attendance rate (Board)*: 100%
Read Lucia Sinapi-Thomas’s biography

*As of May 20, 2020

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 2019, the Board met 10 times and held 3 executive sessions. The average attendance rate was 98%.

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 specialised 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 specialised 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: Xiaoqun Clever, Laurence Dors, Siân Herbert-Jones
Meetings: 8 in 2019 with an average attendance rate of 97%
Download the Charter of the Audit & Risk Committee

Compensation Committee*

Chairman: Laurence Dors
Members: Kevin Masters, Belen Moscoso del Prado, Pierre Pringuet, Lucia Sinapi-Thomas
Meetings: 6 in 2019 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: 5 in 2019 with an average attendance rate of 100%
Download the Charter of the Ethics and Governance Committee

Strategy and CSR Committee*

Chairman: Paul Hermelin
Members: Daniel Bernard, Anne Bouverot, Aiman Ezzat, Hervé Jeannin, Patrick Pouyanné
Meetings: 5 in 2019 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 20, 2020

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