2023 Integrated Annual Report

Introduction

AN INDEPENDENT AND BALANCED BOARD OF DIRECTORS

The Board of Directors seeks to implement a balanced governance structure tailored to Capgemini and able to adapt to the circumstances and challenges specific to the Group.

True to its history and the Group’s values, its action seeks to achieve the goal of sustainable and responsible growth, which has defined Capgemini for over 50 years.

  • 13+2 Board of Directors1
  • 83% Independent Directors2
  • W: 42% M: 58%Gender balance 3
  • 58 years Average age
  • 40% Internationalization
  • 5 years Average length of office
  • 1 Director representing employee shareholders
  • 2 Directors representing employees

NB: Information at December 31, 2023. 1. 13 Directors were elected by shareholders; the 2 Directors representing employees were appointed in accordance with the employee representation system.

2. The Directors representing employees and employee shareholders are not taken into account in calculating the independence rate, in accordance with the provisions of the AFEP-MEDEF Code.

3. The Directors representing employees and employee shareholders are not taken into account in calculating this percentage, in accordance with the provisions of the French Commercial Code.

A GOOD MATCH BETWEEN DIRECTORS AND THE GROUP’S STRATEGIC FOCUS

In accordance with its diversity policy, the Board of Directors ensures the balance and plurality of expertise on the Board with regard to the challenges facing the Group. It maintains a range of experience and nationalities and respects gender balance, while ensuring the commitment of all Directors to the Group’s fundamental values.

This diagram shows the group’s strategic focus.

Diverse expertise 50%

  • Data, Digital, Cloud
  • Services
  • Industry
  • Strategy & understanding of the technology industry
  • Human Resources & Talent Management
  • Finance, Audit & Risk
  • CSR, Ethics & Compliance
  • Governance & Compensation
  • International experience

Operating experience 25%

  • Executive and operational positions in leading groups

Variety of origins 25%

  • Private sector
  • Public sector
  • Capgemini employees

The Board of Directors therefore decided to adopt the following objectives for its composition for the period 2022-2026: 01. International diversification to reflect changes in Capgemini’s geographical spread and businesses. 02. Diversification of profiles and expertise. 03. Staggered renewal of terms of office. 04. Maintenance of a measured number of Directors, enabling coherence and collective decision-making.