Corporate Governance

Details of our Board of Directors and Board Committees.

Board of Directors

Members: 13 directors
 
Directors:
Paul Hermelin
Chairman
Serge Kampf
Vice-Chairman
Daniel Bernard
Yann Delabrière
Laurence Dors
Phil Laskawy
Bernard Liautaud
Thierry de Montbrial
Ruud van Ommeren
Terry Ozan
Pierre Pringuet
Bruno Roger
Lucia Sinapi

The principal role of the Board of Directors is to determine the key strategies of the company and the Group, and to ensure that these strategies are implemented. Particular emphasis is placed on the management of human resources, especially at the managerial level, reflecting Capgemini’s role as a service provider.

The Board meets at least six times per year. Meetings are convened by the Chairman in accordance with a timetable agreed upon by the Board at the end of the previous year. However, this timetable may be amended during the year in response to unforeseen circumstances or at the request of more than one director. During 2011, the Board met 8 times representing a total of 104 theoretical attendances for all directors. 


The average attendance rate was 88% with each of (104 out of 117 attendances) with each of the 13 absences noted due  to cases of force majeure.
 

Internal Rules of Operation
The Board has established and adopted internal rules of operation (which it amended on July 26, 2006 and June 9, 2010), mainly in order to clarify the scope of (and bases for exercising) the various powers entrusted to the Board, the specialized Board committees, the Chairman, the Vice-Chairman and the CEO. It also sets out the list of obligations under the "Code of Business Ethics" with which directors and non-voting directors undertake to comply.

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.

Audit Committee

  • Chairman: Yann Delabrière
  • Members: Phil Laskawy, Pierre Pringuet
  • Meetings: six in 2011, with an average attendance rate of 79%

Selection & Compensation Committee

  • Chairman: Ruud van Ommeren
  • Members: Terry Ozan, Pierre Pringuet
  • Meetings: five in 2011, with an average attendance rate of 92%

Ethics and Governance Committee

  • Chairman: Serge Kampf
  • Members: Daniel Bernard, Bruno Roger
  • Meetings: three in 2011, with an average attendance rate of 100%

Strategy and Investments Committee

  • Chairman: Bernard Liautaud
  • Members: Daniel Bernard, Laurence Dors, Paul Hermelin, Thierry de Montbrial, Bruno Roger
  • Meetings: four in 2011, with an average attendance rate of 100%