CAPGEMINI_REGISTRATION_DOCUMENT_2017

4

FINANCIAL INFORMATION

4.4 2017 financial statements

Terms and conditions Subject to compliance with the non-competition obligation for a period of 12{months as from the date of termination of their employment contract further to the termination of their corporate office, the two{Chief Operating Officers may be entitled to a compensation payment equal to half of their maximum theoretical gross compensation (fixed plus variable) applicable on the date of termination of their corporate office. The Board of Directors reserves the right to decide to release the Chief Operating Officers from the non-competition obligation and thus to waive payment of the non-competition compensation payment. In accordance with the recommendations of the AFEP-MEDEF Code, the Board of Directors set an upper limit on the aggregate amount that may be paid out to the Chief Operating Officer with respect to (i) the final calculated amount of severance pay, (ii) the compensation paid under the collective bargaining agreement in the event of termination of the employment contract, and (iii) any compensation that may be paid under a non-competition agreement. This amount is limited to twice the theoretical annual compensation (fixed plus variable) applicable on the date of termination of service. Reasons justifying the interest of the agreement for the Company The appointment of two{Chief Operating Officers is part of the transition within the management of Capgemini. On December{6, 2017, the Board of Directors decided that it was in the Company’s interest to protect both the newly appointed Chief Operating Officers through a severance pay scheme and the Group through a non-competition agreement during this transition period. Conditions precedent Pursuant to Article{L.225-42-1 of the French Commercial Code, these appointments are to be submitted for approval to the Shareholders’ Meeting on May{23, 2018, subject to two{conditions precedent, namely (i) the adoption of the compensation policy for the Chief Operating Officers by the Shareholders’ Meeting of May{23, 2018, and (ii) the re-appointment of Thierry Delaporte and Aiman Ezzat as Chief Operating Officers by the Board of Directors at the meeting to be held following the Shareholders’ Meeting of May{23, 2018. Agreements and commitments approved in previous years which remained in force during the year In accordance with Article{R.225-30 of the French Commercial Code, we were informed that the following agreements and commitments, approved by the General Meeting in previous years, remained in force during the year ended December{31, 2017. Supplementary collective pension plan of Paul Hermelin, Chief Executive Officer X Type of agreement A supplementary collective defined benefit pension plan was set up by the Company for certain senior executives regarded as having made a significant and lasting contribution to the development of the Capgemini Group. Paul Hermelin was listed as a beneficiary of this plan by decision of the Shareholders’ Meeting of April{26, 2007. Purpose and terms and conditions On December{13, 2006, the Board of Directors authorised the establishment of a supplementary collective defined benefit pension plan for certain senior executives, enabling them to receive, at retirement, a maximum supplementary pension of 40% of their benchmark remuneration. The total pension collected by the beneficiary may not exceed 50% of this benchmark remuneration, which is itself limited to 60 times the maximum annual salary limit defined by French Social Security. On July{29, 2015, the Board of Directors decided to freeze Paul Hermelin’s rights under this supplementary pension plan with effect Agreements and commitments already approved by the Shareholders’ Meeting

from October{31, 2015, without consideration, thus leading to a change in the rules in the Company’s favour. On December{6, 2017, the Board of Directors noted that the agreement had been submitted for review. Paul Hermelin received no compensation under this agreement in{2017.

The Statutory Auditors

Neuilly-sur-Seine and Paris La Défense, February{26, 2018

PricewaterhouseCoopers Audit Françoise Garnier Richard Béjot Partner Partner

KPMG Audit Department of KPMG S.A. Frédéric Quélin Partner

274

REGISTRATION DOCUMENT 2017 — CAPGEMINI

Made with FlippingBook - Online Brochure Maker