Capgemini SE: 2020 Combined Shareholder’s Meeting – Implementation of the Group’s new governance structure
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vincent.biraud@capgemini.comShareholders’ Meeting of May 20, 2020Implementation of the Group’s new governance structureParis, May 20, 2020 – The Shareholders’ Meeting of Capgemini SE, held today behind closed doors, adopted all of the resolutions put to the vote. Aiman Ezzat succeeds Paul Hermelin as Chief Executive Officer, with Paul Hermelin retaining the chairmanship of the Board of Directors.In accordance with the emergency measures adopted by the French Government to curb the spread of Covid-19, the Company’s Annual General Meeting was held today behind closed doors, without the physical presence of shareholders, with a live webcast on the Company’s website. The entire vote took place by mail and the shareholders adopted all the resolutions presented with a quorum of 69%.In addition, the Board of Directors meeting at the end of the Shareholders’ Meeting decided unanimously, on the recommendation of the Ethics and Governance Committee and in accordance with the announcements made on September 16, 2019, to adopt a form of governance that separates the functions of Chairman and Chief Executive Officer, in which Paul Hermelin remains Chairman of the Board, while Aiman Ezzat assumes the role of Chief Executive Officer as the sole executive corporate officer.At the Shareholders’ Meeting, Paul Hermelin recalled the highlights of 2019 and the management transition initiated in 2017:“2019 was a rich and successful year for Capgemini, with growing results and the Altran acquisition project, which has since been finalized, giving us a new dimension. As of today, a new governance structure has been put in place. On my proposal, the Board of Directors has appointed Aiman Ezzat Chief Executive Officer of the Capgemini Group. He will be the fourth in the 53 years of its existence. Aiman has worked alongside me for more than 15 years and I am convinced that he will continue to grow our company. I am therefore very pleased with his appointment and am delighted that the managerial transition has taken place under very good conditions, with respect for everyone and transparency. As Chairman of the Board of Directors, I will oversee the development of this Group that I love so much.”At the end of the Shareholders’ Meeting, Aiman Ezzat stated: “I would like to thank Paul Hermelin and the Board of Directors once again for their confidence. I am taking over the management of a healthy Group, with 270,000 employees on whom I know I can count and who are ready to meet any challenge. The agility, solidarity and resilience demonstrated during this exceptional period of the health crisis strengthens my determination and my confidence in Capgemini’s future. I am aware of my responsibility towards all stakeholders, employees, clients, partners and shareholders. As a major player in our industry and committed to environmental responsibility, we must also ensure the harmonious and ethical development of new technologies for the benefit of all. I will work on this, too, with passion.”At the Shareholders’ Meeting, shareholders approved the distribution of a dividend of 1.35 euro per share in respect of the 2019 financial year, to be paid from June 5, 2020, with a coupon detachment date of June 3, 2020.The Shareholders’ Meeting approved the resolutions concerning the composition of the Board of Directors:– Belen Moscoso del Prado1, Sodexo’s Director of Digital and Innovation, has been appointed to the Board of Directors for a four-year term. Belen Moscoso del Prado, a Spanish national, brings to the Board solid experience in innovation and transformation applied to Digital and Data strategy within global groups. The Board has indicated that it considers Belen Moscoso del Prado to be an independent director in accordance with the criteria of the AFEP-MEDEF Code to which the Company refers;– Aiman Ezzat was also appointed as a member of the Board of Directors for a four-year term;– Siân Herbert-Jones, an independent director, was reappointed for a four-year term;– The term of Lucia Sinapi-Thomas, director representing employee shareholders, was also renewed for a further four-year term.Furthermore, as part of the employee representation system, Kevin Masters and Hervé Jeannin were designated as directors for a four-year term of office starting May 20, 2020.At the end of this Shareholders’ Meeting, the Board of Directors of Capgemini SE now has 15 directors, including two directors representing employees2. Of its members, 75% are independent directors3, 27% are international directors and 42% are women4. This composition reflects the Board’s renewed ambition to pursue its internationalization, to deepen its sectoral expertise and to enrich the diversity of its profiles.The Shareholders’ Meeting approved 2019 compensation components and benefits paid or awarded of Paul Hermelin, Chairman and Chief Executive Officer, as well as of the two Chief Operating Officers. The report on the compensation of corporate officers and the various 2020 compensation policies for executive corporate officers and directors were also approved.Finally, the Shareholders’ Meeting approved all the financial delegations granted to the Board of Directors.A detailed breakdown of voting results as well as full webcast of the General Meeting can be found on the Capgemini website:
https://investors.capgemini.com/en/event/2020-shareholders-meeting/About CapgeminiCapgemini is a global leader in consulting, digital transformation, technology and engineering services. The Group is at the forefront of innovation to address the entire breadth of clients’ opportunities in the evolving world of cloud, digital and platforms. Building on its strong 50-year+ heritage and deep industry-specific expertise, Capgemini enables organizations to realize their business ambitions through an array of services from strategy to operations. Capgemini is driven by the conviction that the business value of technology comes from and through people. Today, it is a multicultural company of 270,000 team members in almost 50 countries. With Altran, the Group reported 2019 combined revenues of €17billion.Visit us at www.capgemini.com. People matter, results count.
