Shareholders’ Meeting of May 19, 2022
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Shareholders’ Meeting of May
19, 2022
Paris, May
20, 2022
– The Shareholders’ Meeting of Capgemini
SE, held yesterday
at Pavillon Gabriel in
Paris, adopted all of the
resolutions put to the vote.
After two editions held behind closed doors due
to health conditions, the company’s Shareholders’ Meeting was back
to an in-person format, while being broadcasted live on the
company's website.
At the Shareholders’ Meeting, shareholders
approved the distribution of a dividend of 2.40 euros per share in
respect of the 2021 financial year, to be paid from June 3, 2022,
with an ex-dividend date of June 1st, 2022.
The Shareholders’ Meeting approved the renewal
of the terms of office as directors of Paul Hermelin, Xavier Musca
and Frédéric Oudéa for a four-year term. The Board of Directors
meeting at the end of the Shareholders’ Meeting decided to approve
the maintenance of a governance structure that separates the
functions of Chairman and Chief Executive Officer, and the
reappointment of Mr Paul Hermelin as non-executive Chairman of the
Board to benefit from his experience, expertise and in-depth
knowledge of the Group. Mr Frédéric Oudéa was also reappointed as
Lead Independent Director.
The Shareholders’ Meeting approved the
appointment of two new directors:
- Maria Ferraro1
has been appointed to the Board of Directors for a four-year term.
A Canadian citizen, Mrs Ferraro is Chief Financial Officer of
Siemens Energy AG and Siemens Energy Management GmbH, as well as
Chief Inclusion & Diversity Officer at Siemens Energy. She has
acquired throughout her career financial expertise and solid
experience in the manufacturing, technology and energy sectors
within a global group at the heart of the Intelligent Industry’s
development. She will bring to the Board her inclusion and
diversity expertise, as well as her knowledge of European and Asian
markets. The Board has indicated that it considers Maria Ferraro to
be an independent director in accordance with the criteria of the
AFEP-MEDEF Code to which the Company refers;
- Olivier
Roussat2 has been appointed to the Board of Directors for a
four-year term. A French citizen, Mr Roussat is Chief Executive
Officer of Bouygues SA, a global construction, energy and transport
infrastructures group, which is also a leader in the French media
sector and a major telecoms player in France. He will bring to the
Board his sector experience, particularly in the telecoms and media
sector, as well as his expertise in digital and technology
transformation. The Board has indicated that it considers Olivier
Roussat to be an independent director in accordance with the
criteria of the AFEP-MEDEF Code to which the Company refers;
Mrs Dors has expressed her wish not to renew her
term of office and the Board of Directors warmly thanked her for
her contributions to the work of the Board and its committees
during her term of office. Mr. Patrick Pouyanné has been appointed
Chairman of the Compensation Committee as a replacement.
At the end of this Shareholders' Meeting, the
Board of Directors of Capgemini SE now has 15 directors3, including
two directors representing employees. Of its members, 83% are
independent directors4, 40% are international directors and 42% are
women5. This composition reflects the Board’s renewed ambition to
pursue its internationalization, to deepen its industry expertise
and to enrich the diversity of its profiles.
The Shareholders’ Meeting approved 2021
compensation components and benefits paid or granted to Paul
Hermelin, Chairman of the Board, as well as to Aiman Ezzat, Chief
Executive Officer. The report on the compensation of corporate
officers and the various 2022 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 and the
amendment of the Company’s bylaws.
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/2022-shareholders-meeting/.
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 Universal 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
CAPGEMINICapgemini is a global leader in
partnering with companies to transform and manage their business by
harnessing the power of technology. The Group is guided everyday by
its purpose of unleashing human energy through technology for an
inclusive and sustainable future. It is a responsible and diverse
organization of over 340,000 team members in more than 50
countries. With its strong 55-year heritage and deep industry
expertise, Capgemini is trusted by its clients to address the
entire breadth of their business needs, from strategy and design to
operations, fueled by the fast evolving and innovative world of
cloud, data, AI, connectivity, software, digital engineering and
platforms. The Group reported in 2021 global revenues of €18
billion.Get The Future You Want | www.capgemini.com
APPENDIX 1
BIOGRAPHIES
Ms. Maria Ferraro A Canadian
citizen, Ms. Maria Ferraro is Chief Financial Officer of Siemens
Energy AG and Siemens Energy Management GmbH, as well as Chief
Inclusion & Diversity Officer at Siemens Energy.Ms. Maria
Ferraro was appointed Member of the Executive Board and Chief
Financial Officer of Siemens Energy AG and Member of the Executive
Board and Chief Financial Officer of Siemens Energy Management GmbH
effective May 1, 2020. Prior to her appointment, she held several
senior management positions in Corporate Finance within Siemens in
the United Kingdom, as well as in Canada, Germany and the United
States. Before being appointed Chief Financial Officer of Siemens
Energy, Ms. Maria Ferraro held the position of Chief Financial
Officer for the operating company Digital Industries as well as
Chief Diversity Officer at Siemens AG. Ms. Maria Ferraro was born
and educated in Canada. She is a designated Chartered Accountant
and spent her early career with PricewaterhouseCoopers (PwC) and
Nortel Networks, holding a variety of roles in Canada and on a
global level whilst gaining in-depth experience in European and
Asian markets.
Mr. Olivier
RoussatA French citizen, Mr. Olivier Roussat is
Chief Executive Officer of Bouygues SA.Mr. Olivier Roussat is a
graduate of Institut national des sciences appliquées (INSA) in
Lyon. He began his career with IBM in 1988 where he held a range of
positions in data network services, service delivery and pre-sales.
He joined Bouygues Telecom in 1995 to set up the network management
center and network processes. He then became head of network
operations, and telecoms and IT service delivery. In May 2003, he
was appointed network manager and became a member of the Executive
Committee of Bouygues Telecom. In January 2007, Mr. Olivier Roussat
took charge of the Performance and Technology unit which groups
Bouygues Telecom’s cross-disciplinary technical and IT departments,
including networks, information systems, process engineering,
purchasing, corporate services and property development. He was
also given responsibility for Bouygues Telecom’s headquarters and
Technopôle buildings. Mr. Olivier Roussat became Deputy Chief
Executive Officer of Bouygues Telecom in February 2007 and was
appointed Chief Executive Officer in November 2007. He was then
Chairman and Chief Executive Officer of Bouygues Telecom from May
2013 to November 2018, before being appointed Chairman of the Board
of Directors until February 2021. He was appointed Chairman of the
Board of Directors of Colas SA from October 2019 until February
2021. On August 30, 2016, Mr. Olivier Roussat was appointed Deputy
CEO of Bouygues and on February 17, 2021, he was appointed Chief
Executive Officer of Bouygues.
APPENDIX
2
Composition of the Capgemini SE Board of
Directors and of its committees following the Shareholders’ Meeting
of May 19, 2022
Composition of the Board of
Directors:
Paul Hermelin – Chairman
Frédéric Oudéa – Lead Independent Director and
Vice-Chairman
Xiaoqun Clever
Aiman Ezzat – CEO
Maria Ferraro
Pierre Goulaieff – Director representing
employees
Siân Herbert-Jones
Hervé Jeannin – Director representing
employees
Belen Moscoso del Prado
Xavier Musca
Patrick Pouyanné
Olivier Roussat
Tanja Rueckert
Kurt Sievers
Lucia Sinapi Thomas – Director representing
employee shareholders
The Board of Directors meeting on May 19, 2022
at the end of the Shareholders’ Meeting modified the composition of
its committees as follows:Audit & Risk
Committee: Xavier Musca (President), Xiaoqun Clever, Maria
Ferraro, Siân Herbert-Jones.Compensation
Committee: Patrick Pouyanné (President), Pierre Goulaieff,
Belen Moscoso del Prado, Kurt Sievers, Lucia
Sinapi-Thomas.Ethics & Governance Committee:
Frédéric Oudéa (President), Siân Herbert Jones Xavier Musca,
Patrick Pouyanné.Strategy & CSR Committee:
Paul Hermelin (President), Aiman Ezzat, Hervé Jeannin, Olivier
Roussat, Tanja Rueckert, Kurt Sievers.
1 A biography of Ms. Maria Ferraro is presented
in the appendix.2 A biography of Mr. Olivier Roussat is presented
in the appendix.
3 Composition of the Capgemini SE Board of
Directors in the appendix.4 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.5 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 currently in force.
- Capgemini_-_2022-05-20_-_Shareholders_Meeting_2022
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