2005 Financial Report - Capgemini

48 ANNUAL
MANAGEMENT REPORT
Capgemini
is approved, the terms of office of the non-voting directors
that are to be renewed as of the date hereof will expire at
the General Shareholders’ Meeting that will be called in the
spring of 2008 to approve the 2007 financial statements,
and the term of office of the non-voting director appointed
last year for a term of office of six years will expire at the
General Shareholders’ Meeting that will be called in the
spring of 2007 to approve the 2006 financial statements.
IX - DIRECTORS
The terms of office of 11 of the 13 directors making up the current
Board of Directors expire today; these directors were either
appointed by the General Shareholders’ Meeting of May 23, 2000,
or replaced one of the directors appointed by this same General
Shareholders’ Meeting during their term of office.
Among these 11 outgoing directors, two have decided not to
request renewal of their term of office for personal reasons:
• Christian Blanc because he considers that the performance of
his duties as a member of the French Parliament could lead
him to take positions or make statements that might in certain
cases be a hindrance to the Company’s commercial actions;
• Ernest-Antoine Seillière because he believes that after
having served as a director of Cap Gemini for 24 years in
a row, it is time for him to "turn the page", all the more
so since the company whose interests he represents on the
Board of Directors may have disposed of the final tranches
of its interests in the Company in the weeks following this
General Shareholders’ Meeting.
The shareholders are therefore asked to renew the terms of
office of the nine other directors for a period of four years
by successively adopting the nine separate resolutions that
will be submitted in alphabetical order shortly hereafter.
X - NON-VOTING DIRECTORS
The General Shareholders’ Meeting of May 7, 2003 ratified
the appointments of Pierre Hessler and Geoff Unwin
(who were previously Company directors) as non-voting
directors. These appointments were made provisionally
by the Board of Directors at its meeting of July 24, 2002
for the remaining terms of office of Mr. Hessler and Mr.
Unwin’s predecessors (Phil Laskawy, who had been appointed
director and Chris van Breugel, who had resigned),
i.e., for the period ending with the close of the General
Shareholders’ Meeting called to approve the 2005 financial
statements.
REPORT 2005 Capgemini
The Board of Directors wishes to retain three non-voting
directors in order to be able to appoint one of them to each
of its three specialized committees and is asking the shareholders
to approve the renewal of the terms of office of Pierre
Hessler and Geoff Unwin for a period of two years.
If this measure is approved, the appointment to the three
committees will be as follows:
• Marcel Roulet: Audit Committee
• Pierre Hessler: Selection, Compensation and Corporate
Governance Committee
• Geoff Unwin: Strategy and Investments Committee
XI - REVISION OF THE TOTAL
AMOUNT OF DIRECTORS’ FEES
The General Shareholders’ Meeting of May 23, 2000 had set
the total annual amount of directors’ fees allocated to the
Board of Directors at €500,000.
Since this date (i.e., for the last six years) the Board of Directors
has never asked for this ceiling to be revised despite the
fact that, in the interim:
• the number of directors has increased from 11 to 13;
• the number of non-voting directors (which the Board of
Directors had decided to compensate in the same way as
directors) has increased from 2 to 3;
• the annual number of attendances for all directors and nonvoting
directors combined at the meetings of the Board of Directors
and its three specialized committees has increased by 81%;
• in total, the amount of time given over by directors and
non-voting directors for Board of Directors or Committee
meetings is more than twice what it was six years ago.
In addition, the time required from the directors and nonvoting
directors between each meeting of the Board or of
the specialized committees is much greater than was the
case six years ago. Lastly, it should be noted that legislation
has significantly increased the responsibility of the directors,
which means that there are far fewer candidates for
these functions than before and that, as a consequence, the
average amount of directors’ fees paid by European listed
companies has increased considerably in the last few years.
This is not to say that these fees are commensurate with
the responsibilities involved but that their amount is a factor
in candidates’ decisions when they have several offers
to choose from.
The Shareholders are therefore asked to approve an increase
in the ceiling that has been in effect for the last six years to
€700,000 per year.