Capgemini SE : Proposed renewal of the term of office of Mr. Hermelin and changes in the composition of the Board of Director...
March 14 2018 - 2:00PM
Press relations:
Florence Lièvre
Tel.: +33 1 47 54 50 71
florence.lievre@capgemini.com
Investor relations:
Vincent Biraud
Tel.: +33 1 47 54 50 87
vincent.biraud@capgemini.com
Proposed renewal
of the term of office of Mr. Hermelin and changes in the
composition of the Board of Directors in view of the 2018
Shareholders' Meeting
Paris, March 14,
2018 - The Board of Directors of Capgemini SE, meeting on March
13, 2018 under the chairmanship of Mr. Paul Hermelin, Chairman and
Chief Executive Officer, and on the report of Mr. Pierre Pringuet,
Chairman of the Ethics and Governance Committee and Lead
Independent Director, deliberated on the evolution of the
composition of the Board of Directors given the expiry of the terms
of office of seven directors at the coming Shareholders' Meeting of
May 23, 2018.
In line with the announcements
made in October 2017, the Board of Directors decided to propose the
renewal of the term of office of Mr. Paul Hermelin as director for
a period of four years and intends to confirm him in his duties of
Chairman of the Board and Chief Executive Officer if the
Shareholders' Meeting renews his term of office as director.
This renewal of office is part of
the preparation of the management succession engaged with the
support of the Board of Directors since the end of 2016. Mr.
Hermelin had indicated in May 2017 his wish to continue exercising
the duties of Chairman and Chief Executive Officer for a period
representing approximately half a term of office; he has informed
the Board of Directors of his intention to step down as Chief
Executive Officer while remaining Chairman of the Board. It is
recalled that, as part of this transition, two Chief Operating
Officers were appointed on October 11, 2017 upon his proposal.
The Board also wished to combine
efforts in recent years to renew the Board's composition, increase
the number of women and diversify profiles with a reduced number of
directors reinforcing cohesion, and collective and efficient
decision-making.
The Board therefore decided to
propose the renewal of the terms of office of Ms. Laurence Dors,
Chairman of the Compensation Committee and of Mr. Xavier Musca,
Chairman of the Audit and Risk Committee, both independent
directors, for a period of four years.
The Board of Directors further
proposed the appointment of Mr. Frédéric Oudéa as a member of the
Board of Directors for a period of four years. Chief Executive
Officer of Société Générale, Mr. Oudéa will bring to the Board his
experience in managing a leading banking group with an ambitious
international development plan and highly innovative in digital.
The Board has indicated that Mr. Oudéa would be considered
independent pursuant to the criteria of the AFEP-MEDEF Code to
which the Company refers.
The Board of Directors warmly
thanked Ms. Caroline Watteeuw-Carlisle, Mr. Yann Delabrière, Mr.
Phil Laskawy and Mr. Bruno Roger whose contributions to the work of
the Board and its Committees during their respective terms of
office accompanied the different phases of the Group's
development.
Assuming the adoption of these
resolutions by the Shareholders' Meeting of May 23, 2018, the
composition of the Board of Directors will decrease from 16 to 13
directors, with 80% of independent directors[1] and
45% of female directors[2] and a
reduced average age of 59 years old.
DISCLAIMER
This press release may contain
forward-looking statements. Such statements may include
projections, estimates, assumptions, statements regarding plans,
objectives, intentions and/or expectations with respect to future
financial results, events, operations and services and product
development, as well as statements, regarding future performance or
events. Forward-looking statements are generally identified by the
words "expects", "anticipates", "believes", "intends", "estimates",
"plans", "projects", "may", "would" "should" or the negatives of
these terms and similar expressions. Although Capgemini's
management currently believes that the expectations reflected in
such forward-looking statements are reasonable, investors are
cautioned that forward-looking statements are subject to various
risks and uncertainties (including, without limitation, risks
identified in Capgemini's Registration Document available on
Capgemini's website), because they relate to future events and
depend on future circumstances that may or may not occur and may be
different from those anticipated, many of which are difficult to
predict and generally beyond the control of Capgemini. Actual
results and developments may differ materially from those expressed
in, implied by or projected by forward-looking statements.
Forward-looking statements are not intended to and do not give any
assurances or comfort as to future events or results. Other than as
required by applicable law, Capgemini does not undertake any
obligation to update or revise any forward-looking statement.
This press release does not
contain or constitute an offer of securities for sale or an
invitation or inducement to invest in securities in France, the
United States or any other jurisdiction.
About Capgemini
A global leader in consulting,
technology services and digital transformation, Capgemini 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. It
is a multicultural company of 200,000 team members in over 40
countries. The Group reported 2017 global revenues of EUR 12.8
billion.
Visit us at www.capgemini.com. People matter,
results count.
[1] The
directors representing employees and employee shareholders are not
taken into account in calculating this percentage, in accordance
with the provisions of the AFEP-MEDEF Code.
[2] The two
directors representing employees are not taken into account in
calculating this percentage, in accordance with Article L.225-27 of
the French Commercial Code.
Capgemini : composition of the
Board of Directors
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information contained therein.
Source: Capgemini SE via Globenewswire
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