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 October 29, 2024

directors ⁽¹⁾

82%

independent directors⁽²⁾

45%

female directors ⁽³⁾

average age

43%

internationalization

5 yrs

average length of office

director representing employee shareholders

directors representing employees

N.B.: Information at October 29, 2024. 1. Twelve 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.

Committed to governance

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

Visit our ESG pages

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 2023, the Board met 8 times and held 2 executive sessions. The average attendance rate was 93%.

Activities of the Board in 2023

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.

Download Charter of the Board of Directors

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

Our corporate governance