Capgemini Press Release// Shareholders’ Meeting of May 20, 2021
Media
Relations:Florence LièvreTel.: +33 (0)1
47 54 50 71florence.lievre@capgemini.com
Investor
Relations:Vincent BiraudTel.: +33 (0)1 47 54 50
87vincent.biraud@capgemini.com
Shareholders’ Meeting of May 20,
2021
Paris, May 20,
2021 - The Shareholders’ Meeting of
Capgemini SE, held today behind closed doors, adopted all of the
resolutions put to the vote.
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. An opportunity for live
discussion with the shareholders made it possible to answer
questions posed prior to the Meeting as well as those submitted
directly during the Meeting via the webcast interface. The entire
vote took place by mail and the shareholders adopted all the
resolutions presented with a quorum of 76%.
At the Shareholders’ Meeting, shareholders
approved the distribution of a dividend of 1.95 euro per share in
respect of the 2020 financial year, to be paid from June 4, 2021,
with a coupon detachment date of June 2, 2021.
The Shareholders’ Meeting approved the
resolutions concerning the composition of the Board of
Directors:
-
Tanja Rueckert1, President of the Board of Management of Bosch
Building Technologies, has been appointed to the Board of Directors
for a four-year term. Tanja Rueckert, a German national, brings to
the Board 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. The Board has indicated
that it considers Tanja Rueckert to be an independent director in
accordance with the criteria of the AFEP-MEDEF Code to which the
Company refers;
-
Kurt Sievers2, President & Chief Executive Officer and
Executive Director of NXP Semiconductors N.V., has been appointed
to the Board of Directors for a four-year term. Kurt Sievers, a
German national, brings to the Board management experience in a
leading international group in the semiconductor sector, at the
heart of the Intelligent Industry’s development, his expertise in
the automobile sector, technology and artificial intelligence, and
his knowledge of North America and American corporate governance.
The Board has indicated that it considers Kurt Sievers to be an
independent director in accordance with the criteria of the
AFEP-MEDEF Code to which the Company refers;
-
Patrick Pouyanné, an independent director, was also renewed for a
four-year term.
At the end of this Shareholders' Meeting, the
Board of Directors of Capgemini SE now has 14 directors, including
two directors representing employees3. Of its members, 82% are
independent directors4, 43% are international directors and 45% are
women5. 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 Board of Directors warmly thanked Mrs. Anne
Bouverot, Mr. Daniel Bernard and Mr. Pierre Pringuet for their
contributions to the work of the Board and its committees during
their term of office, and praised in particular the role played by
the Vice-Chairman and the Lead Independent Director in the
preparation of the managerial succession that took place in May
2020.
Furthermore, the Board of Directors meeting at
the end of the Shareholders’ Meeting decided to appoint
Mr. Frédéric Oudéa as Lead Independent
Director and President of the Ethics & Governance Committee to
replace Mr. Pierre Pringuet, whose term of office expired at the
close of the Shareholders' Meeting. Mr. Frédéric Oudéa was also
appointed Vice-Chairman of the Board of Directors to replace Mr.
Daniel Bernard, whose term of office expired at the close of the
Shareholders’ Meeting.
The Shareholders’ Meeting approved 2020
compensation components and benefits paid or granted to Paul
Hermelin, Chairman and Chief Executive Officer, then Chairman of
the Board, as well as to Aiman Ezzat, Chief Operating Officer, then
Chief Executive Officer. The report on the compensation of
corporate officers and the various 2021 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/2021-shareholders-meeting/
About Capgemini
Capgemini 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
270,000 team members in nearly 50 countries. With its strong 50
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 2020
global revenues of €16 billion.Get The Future You Want |
www.capgemini.com
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.
APPENDIX
Composition of the Capgemini SE Board of Directors and
of its committees following the Shareholders’ Meeting of May
20, 2021
Composition of the Board of
Directors:
Paul Hermelin – Chairman
Frédéric Oudéa – Lead Independent Director and
Vice-Chairman
Xiaoqun Clever
Laurence Dors
Aiman Ezzat – CEO
Siân Herbert-Jones
Hervé Jeannin – Director representing
employees
Kevin Masters – Director representing
employees
Belen Moscoso del Prado
Xavier Musca
Patrick Pouyanné
Tanja Rueckert
Kurt Sievers
Lucia Sinapi Thomas – Director representing employee
shareholders
The Board of Directors meeting on May 20, 2021
at the end of the Shareholders’ Meeting modified the composition of
its committees as follows:
Audit & Risk
Committee: Xavier Musca (President),
Xiaoqun Clever, Laurence Dors, Siân Herbert Jones.
Compensation
Committee: Laurence Dors (President),
Kevin Masters, Belen Moscoso del Prado, Kurt Sievers, Lucia
Sinapi-Thomas.
Ethics & Governance
Committee: Frédéric Oudéa (President),
Laurence Dors, Xavier Musca, Patrick Pouyanné.
Strategy & CSR
Committee: Paul Hermelin (President),
Aiman Ezzat, Hervé Jeannin, Patrick Pouyanné, Tanja Rueckert, Kurt
Sievers.
1 A biography of the new director, Ms. Tanja
Rueckert, is presented in Capgemini press release from March 18th,
20212 A biography of the new director, Mr. Kurt Sievers, is
presented in Capgemini press release from March 18th, 20213
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_-_2021-05-20_-_GM_2021
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