Corporate Governance

Details of our Board of Directors and Board Committees.

Board of Directors

Members: 13 directors



Paul Hermelin
Chairman and CEO
Daniel Bernard
Lead Independent Director



Anne Bouverot Bruno Roger Carole Ferrand
Caroline Watteeuw-Carlisle Laurence Dors Lucia Sinapi-Thomas
Phil Laskawy Pierre Pringuet Sian Herbert-Jones
Yann Delabrière Xavier Musca

Mr Kevin Masters, being the Secretary of the International Works Council, is invited to attend the Board meetings of Cap Gemini in a non-voting capacity.

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 2014, the Board met seven times.

The average attendance rate was 92%.

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 specialized 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 Committee

  • Chairman: Yann Delabrière
  • Members: Laurence Dors, Phil Laskawy, Xavier Musca
  • Meetings: six in 2014 with an average attendance rate of 100%

Download the Charter of the Audit Committee


Compensation Committee

  • Chairman: Pierre Pringuet
  • Members: Lucia Sinapi-Thomas, Caroline Watteeuw-Carlisle
  • Invited: Kevin Masters
  • Meetings: six in 2014 with an average attendance rate of 93%

Download the Charter of the Compensation Committee


Ethics and Governance Committee

  • Chairman: Daniel Bernard
  • Members: Serge Kampf, Laurence Dors, Pierre Pringuet, Bruno Roger
  • Meetings: four in 2014 with an average attendance rate of 83%

Download the Charter of the Ethics and Governance Committee


Strategy and Investments Committee

  • Chairman: Bruno Roger
  • Members: Paul Hermelin, Daniel Bernard, Anne Bouverot, Caroline Watteeuw-Carlisle
  • Meetings: six in 2014 with an average attendance rate of 97%

Download the Charter of the Strategy and Investments Committee

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