CONTENTS - Capgemini

CORPORATE GOVERNANCE
To avoid repetition, please refer to Chapter I of the Chairman’s
Report for further details.
Board of Directors
Members: 11 directors
– Directors:
Serge KAMPF, Michel JALABERT
Chairman Phil LASKAWY
Daniel BERNARD Thierry de MONTBRIAL
Yann DELABRIÈRE Ruud van OMMEREN
Jean-René FOURTOU Terry OZAN
Paul HERMELIN, Bruno ROGER
CEO
After extensive examination of their personal situations, the
7 directors whose names have been underlined were considered
by the Board as being “independent”.
Term of office: 4 years.
Given that the Shareholders’ Meeting of May 11, 2006 decided,
in response to the proposal of the Board of Directors, to reduce
the term of office of directors of the Company from 6 years to
4 years (with this measure being applied immediately to the
current terms of office),
– the term of office of Mr. Daniel Bernard and that of Mr. Thierry
de Montbrial, directors appointed by the Shareholders’ Meeting
of May 12, 2005, will end on the date of the Ordinary
Shareholders’ Meeting which will be convened in spring
2009 to approve the financial statements of the year ending
December 31, 2008,
– the terms of office of Messrs. Yann Delabrière, Jean-René Fourtou,
Paul Hermelin, Michel Jalabert, Serge Kampf, Phil Laskawy,
Ruud van Ommeren, Terry Ozan and Bruno Roger, renewed
by the Shareholders’ Meeting of May 11, 2006, will end on
the date of the Ordinary Shareholders’ Meeting which will be
convened in spring 2010 to approve the financial statements
of the year ending December 31, 2009.
Minimum number of shares:
Each director must personally hold at least 100 shares in the Company.
Non-voting directors are not subject to this obligation.
Meetings:
– 6 times per year at the registered office of the Company in Paris
(or at any other venue stated in the notice of meeting).
– Attendance rate in 2006: 87% (the Board met 8 times in
2006).
Non-voting membership
Members: 3 non-voting members
Pierre HESSLER Marcel ROULET Geoff UNWIN
Term of office: 2 years.
Given that the Shareholders’ Meeting of May 11, 2006 decided,
in response to the proposal of the Board of Directors, to reduce
the term of office of non-voting directors of the Company from
6 years to 2 years (with this measure being applied immediately
to the current terms of office),
– the term of office of Mr. Marcel Roulet, non-voting director
appointed by the Shareholders’ Meeting of May 12, 2005, will
end on the date of the Shareholders’ Meeting of April 26, 2007
(initially convened April 10, 2007),
– the term of office of Mr. Pierre Hessler and that of Mr. Geoff
Unwin, renewed by the Shareholders’ Meeting of May 11, 2006,
will end on the date of the Ordinary Shareholders’ Meeting
which, in spring 2008, will be convened to approve the financial
statements of the year ending December 31, 2007.
Rules of Procedure
The Board has established Rules of Procedure (which it amended on
July 26, 2006), principally in order to lay down the breakdown of tasks
between the Board itself, the Committees set up by (and within) the
latter, the Chairman and the CEO. It also provides the list of obligations
that directors and non-voting members shall undertake to abide by.
Specialized Committees
The general purpose of such Committees is to examine or to prepare
certain resolutions involving their particular areas of expertise,
to draft proposals and to transmit viewpoints or recommendations
to the Board with regard to any decisions to be made. They have
no decision-making authority – decisions being taken by the Board
of Directors, meeting according to the requisite procedure – and
may not treat subjects outside their own fields of competence.
There are four such Committees:
Audit Committee
– Chairman: Yann Delabrière
– Other Directors: Michel Jalabert, Phil Laskawy and Marcel
Roulet (non-voting director)
– Meetings: 6 in 2006, with an attendance rate of 89%
Appointments and Remuneration Committee
– Chairman: Ruud van Ommeren
– Other Directors: Michel Jalabert, Thierry de Montbrial, Terry
Ozan and Pierre Hessler (non-voting director)
– Meetings: 6 in 2006, with an attendance rate of 86%
Ethics and Corporate Governance Committee
– Chairman: Serge Kampf
– Other Directors: Daniel Bernard, Paul Hermelin, Phil Laskawy
and Bruno Roger
– This committee, which was created in the second half of 2006,
did not hold any official meetings in 2006.
Strategy and Investment Committee
– Chairman: Jean-René Fourtou
– Other Directors: Daniel Bernard, Paul Hermelin, Thierry de
Montbrial, Bruno Roger and Geoff Unwin (non-voting director)
– Meetings: 4 in 2006, with an attendance rate of 78%
ANNUAL REPORT 2006 Capgemini
133