Board of Directors and Board Committees

Board of Directors

Since September 1, 2016, the Cap Gemini Board of Directors has 15 members. 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 and CEO
Daniel Bernard
Vice-Chariman
Pierre Pringuet
Lead Independent Director
Anne Bouverot Yann Delabrière Laurence Dors
Carole Ferrand Robert Fretel
Director representing employees
Siân Herbert-Jones
Phil Laskawy Kevin Masters
Director representing employees
Xavier Musca
Patrick Pouyanné Bruno Roger Lucia Sinapi-Thomas
Director representing employee shareholders

Caroline Watteeuw-Carlisle

 

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 2016, the Board met six times. The average attendance rate was 93%.

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 and the Vice-Chairman. 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 general purpose of these committees is to examine or prepare certain resolutions involving their particular areas of expertise, draft proposals and transmit viewpoints or recommendations to the Board. They have no decision-making authority—decisions are taken by the Board of Directors, assembled according to the requisite procedure—and may not treat subjects outside their own fields of competence.

Each member of the Board of Directors can attend all committee meetings, except in the case of conflict of interests.

 

Audit and Risk Committee

  • Chairman: Xavier Musca
  • Members:  Laurence Dors, Carole Ferrand, Siân Herbert-Jones, Phil Laskawy,
  • Meetings: six in 2016 with an average attendance rate of 100%

Download the Charter of the Audit & Risk Committee

 

Compensation Committee

  • Chairman: Laurence Dors
  • Members: Kevin Masters, Pierre Pringuet, Lucia Sinapi-Thomas, Caroline Watteeuw-Carlisle
  • Meetings: three in 2016 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, Bruno Roger
  • Meetings: six in 2016 with an average attendance rate of 96%

Download the Charter of the Ethics and Governance Committee

 

Strategy and Investments Committee

  • Chairman: Bruno Roger
  • Members: Paul Hermelin, Daniel Bernard, Anne Bouverot, Robert Fretel, Caroline Watteeuw-Carlisle
  • Meetings: five in 2016 with an average attendance rate of 100%

Download the Charter of the Strategy and Investments Committee

* - Committees composition as of May 10, 2017