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Board Operations

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.

An independent and balanced Board of Directors

Information at May 16, 2023

directors (1)
independent directors (2)
female directors (3)
average age
5 yrs
average length of office
director representing employee shareholders
directors representing employees

N.B.: Information at May 16, 2023. 1. Thirteen directors were elected by shareholders; the two 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.

As part of our Environmental, Social and Governance policy, we have set an objective to maintain best-in-class corporate governance.

Board diversity

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.

The Board of Directors therefore decided to renew the following objectives for its composition for the period from 2022 to 2026:

  • International diversification to reflect changes in the Group’s geographical spread and businesses
  • Diversification of profiles and expertise
  • Staggered renewal of terms of office
  • Maintenance of a measured number of directors enabling coherence and collective decision-making.

Board meetings

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 2022, the Board met 7 times and held 1 executive session. The average attendance rate was 99%.

Activities of the Board in 2022

Active and hardworking, the Board of Directors dedicates most of its work to (i) Group strategy, including CSR strategy performance and organization, (ii) governance, (iii) risk monitoring, (iv) analyzing accounts, (v) talent management and diversity, as well as (vi) compensation of executive corporate officers and directors.

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, the Vice-Chairman and the Lead Independent Director. It also sets out the list of obligations under the Code of Business Ethics with which directors undertake to comply.

For more information about our governance, please download the document below: