CAPGEMINI_REGISTRATION_DOCUMENT_2017

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CORPORATE GOVERNANCE - RISKS{AND INTERNAL{CONTROL

2.2 Organization and activities of{the{Board{of{Directors

5. Corporate, Social and Environmental Responsibility review of the Group’s new Corporate Social Responsibility X strategy focused on three key areas (see Section 3.1). The Board wishes an annual presentation of the Group’s strategy in this area. 6. Compensation of the Chairman and Chief Executive Officer and long-term compensation of employees in February{2017, the setting of the Chairman and Chief Executive Officer’s compensation for 2016 and the assessment of the attainment of 2016 variable compensation objectives and the setting of his fixed compensation and objectives for 2017 (executive session during the Board meeting of February{15, 2017); in December{2017, an initial assessment of the attainment by X the Chairman and Chief Executive Officer of his 2017 objectives with a view to setting his 2017 variable compensation by the Board of Directors' meeting of February{14, 2018 (executive session during the Board meeting of December{6, 2017); the setting of the compensation of the Chief Operating X Officers with effect from January{1, 2018 (date of entry into office) and authorization, in principle, of termination benefits in the event of cessation of their duties as Chief Operating Officer and of a non-compete commitment; exceptional grant of free shares to certain employees of X IDEAN group, acquired in January{2017; grant of performance shares to 1,297{Group managers, X including Mr.{Paul Hermelin (executive session during the Board meeting of October{5, 2017); authorization to carry out a share capital increase reserved for X employees under the Group’s 4 th {employee share ownership plan (ESOP 2017), involving a maximum issue of 3,600,000 shares. Financial authorizations A summary table of current delegations of authority granted by Shareholders’ Meetings to the Board of Directors to perform share capital increases and detailing utilizations of these delegation in 2017, is presented in Section 5.1.2 of this Registration Document.

discussion of future changes in the Group’s governance and X preparation of Capgemini’s management transition with the appointment of two Chief Operating Officers, Mr.{Paul Hermelin having indicated his wish to seek a final term of office as Chairman and Chief Executive Officer at the 2018 Combined Shareholders’ Meeting in order to organize the Group Management transition (executive session during the Board of Directors’ meeting of August{31, 2017); in this context and based on the recommendations of the Ethics & Governance Committee and the work of the Vice-Chairman of the Board, the Board of Directors reviewed the Group’s key talents and external candidates with the assistance of an independent consultant, worked on the Group Management succession plan and implemented a management transition monitoring system; completion of the transformation of the Company’s legal form to a European company, launched at the end of 2016 and approved by the Combined Shareholders’ Meeting of May{10, 2017; monitoring of dialogue between the Company and its X shareholders and proxy advisors in preparing the Combined Shareholders’ Meeting and feedback on meetings between the Lead Independent Director and several institutional investors to present Capgemini’s governance principles; assessment of the Board of Directors’ activities in 2017, based X on an internal assessment launched in the fourth quarter of 2017 by the Lead Independent Director. 3. Risk monitoring monitoring of the Group’s major risks, notably through a review of the Group’s most recent risk mapping updated in 2016, and the Group’s risk management system, during the annual review introduced by the overhaul of the Audit Committee’s duties at the end of 2016 (renamed the Audit & Risk Committee accordingly). 4. Active management of the Group's balance sheet and liquid assets authorization of a new maximum share buyback amount of 3,600,000 shares and €400{million, with a view to their cancellation to neutralize the dilutive impact of the share capital increase under the 4 th {employee share ownership plan (ESOP 2017); cancellation of 4,265,838 treasury shares purchased under the X share buyback agreement implemented to neutralize the dilutive impact of the ESOP 2017 employee share ownership plan and the multi-year share buy-back program. Assessment of the Board of Directors 2.2.3 The Lead Independent Director conducted an assessment of the Board of Directors’ activities in 2017. The results of this assessment are presented below. Furthermore, in accordance with the three-year frequency recommended by the AFEP-MEDEF Code, a formal assessment of the activities of the Board of Directors and its Specialized Committees was performed at the end of 2016 with the assistance of an external service provider. The conclusions of this assessment led to the implementation of specific action plans in 2017.

external service provider under the responsibility of the Lead Independent Director and was presented in detail in the 2016 Registration Document.

The following priorities were identified: Ongoing training for directors X

Extend knowledge of the Group, its businesses and its competitive environment, including through sessions with external advisors. Strategy monitoring Further explain potential acquisitions in light of the Group’s strategic plans.

2016 assessment: conclusions and actions implemented in 2017

A formal assessment of the activities of the Board of Directors and its Specialized Committees in 2016 was conducted by an

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REGISTRATION DOCUMENT 2017 — CAPGEMINI