Capgemini to Change the Composition of the Board of Directors
The Board of Directors, based on the report of the Ethics & Governance Committee, deliberated on the change in its composition to be proposed to the upcoming Shareholders’ Meeting of May 20, 2021. Furthermore, in the evolving context of the Covid-19 epidemic, the Board of Directors decided exceptionally to hold the 2021 Shareholders’ Meeting behind closed doors.
Board of Directors decided to propose to the 2021 Shareholders’ Meeting the renewal of the term of office of Mr. Patrick Pouyanné and the appointment of Ms.Tanja Rueckert and Kurt Sievers as members of the Board of Directors for a term of four years, Ms. Bouverot, Mr. Bernard and Mr. Pringuet having expressed their wish not to renew their terms of office.
These proposals are in line with the Group’s ambition to further the internationalization of its composition, deepen its sector expertise and enrich the diversity of its profiles.
Ms. Tanja Rueckert, a German citizen, has acquired throughout her career, solid experience in the software sector as an executive leading business units of international groups and expertise in several fields including the Internet of Things (IoT), artificial intelligence and digital transformation.
Mr. Kurt Sievers, a German citizen, has management experience in a leading international group in the semiconductor sector, at the heart of the Intelligent Industry’s development. He also brings to the Board his expertise in the automobile sector, technology and artificial intelligence, and his knowledge of North America and American corporate governance.
The Board of Directors has indicated that Ms. Tanja Rueckert and Mr. Kurt Sievers are considered independent pursuant to the criteria of the AFEP-MEDEF Code to which the Company refers.
The Board of Directors warmly thanked Ms. Anne Bouverot, Mr. Daniel Bernard, and Mr. Pierre Pringuet for their contribution to the work of the Board and its Committees during their tenure and welcomed, in particular, the role played by the Vice-Chairman and the Lead Independent Director in the management succession that took place in May 2020.
Assuming the adoption of these resolutions by the Shareholders’ Meeting of May 20, 2021, the composition of the Board of Directors will decrease to 14 directors, including two directors representing employees and one director representing employee-shareholders. 82% of its members will be independent, 43% will have international profiles and 45% will be women1.
SHAREHOLDERS’ MEETING HELD BEHIND CLOSED DOORS -In accordance with the emergency measures adopted by the French government to slow the spread of Covid-19, the Combined Shareholders’ Meeting of Thursday, May 20, 2021 will be held behind closed doors, without the physical presence of shareholders and other individuals entitled to attend.
Under these conditions, shareholders will only be able to vote or grant a proxy to the Chairman or a third party remotely and prior to the Shareholders’ Meeting. No admission cards will be issued and it will not be possible to vote directly on the day of the Shareholders’ Meeting. Shareholders will be informed of the detailed procedures for participating at the Shareholders’ Meeting in the Notice of Meeting to be published on March 26, 2021 in the French Journal of Mandatory Legal Announcements (BALO).
Finally, in order to encourage participation in this important moment of exchange that is the Shareholders’ Meeting, shareholders are invited to participate in the Shareholders’ Meeting remotely.
The Shareholders’ Meeting will be streamed live on Thursday, May 20, 2021 at 2 p.m. (Paris time) on the Company’s website, with a replay subsequently available. Shareholders will still be able to ask questions, in addition to submitting written questions in accordance with legal provisions. Therefore, as in a normal Shareholders’ Meeting, time will be set aside for the Chairman to answer questions that have generated the greatest interest within the period available.