Paris, April 5, 2012 – The Board of Directors of Cap Gemini S.A., meeting on April 4th, 2012 under the chairmanship of Mr. Serge Kampf, took note of the fact that he:
- has decided (as he had expressly reserved the possibility on May 27th, 2010 when he had been renewed in his function) not to go to the full duration of his mandate of Chairman and to remit it at the Board’s disposal as of May 24th, date of the next Ordinary General Assembly of shareholders;
- proposed that – according to the orientations of principle already debated and accepted during that May 27 th, 2010 meeting – the Company decides concurrently:
– to revert to a reunified governance in which the functions of Chairman of the Board of Directors and of CEO are held by the same person,
– to appoint as Président Directeur Général the current CEO, Mr. Paul Hermelin.
Mr. Serge Kampf pointed out that this set of decisions comes at the end of a transition process which was launched exactly 10 years ago, a validation period of a rather exceptional duration but which enabled the Group to grow and to comfort its position of world leader thanks to the remarkable alignment which was the hallmark during all these years of the relations between the Chairman and the CEO.
The Board, after debating (and listening on that point to the converging recommendations expressed by the Ethics and Governance Committee) decided therefore and unanimously:
1) to change the mode of exercise of the governance of the Company and to revert to the classical formula of a Président Directeur Général and that as of the date of the next Ordinary General Assembly
2) to appoint Mr. Paul Hermelin to that function as of the same date
3) to salute Mr. Serge Kampf’s immense contribution, founder (in 1967), leader and inspirer of the Group during 45 years, by the solemn bestowing of the title of Honorary Chairman of the Cap Gemini and appointing him vice-Chairman of the Board of Directors.
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