Changes to the composition of Capgemini’s Board of Directors proposed to the 2021 Shareholders’ Meeting, which will be held behind closed doors
Paris, March 18, 2021 – 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.
CHANGES IN THE COMPOSITION OF THE BOARD
The 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 Mr. 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.
Shareholders will be able to ask their questions,
- from Monday, May 17, 2021, and until Wednesday, May 19, 2021, the eve of the Shareholders’ Meeting, on the Shareholders’ Meeting web page: https://investors.capgemini.com/en/event/2021-shareholders-meeting/
- and during the Shareholders’ Meeting, directly using the webcast interface, accessible from the same page.
Shareholders are also asked to regularly consult the Shareholders’ Meeting section of the Company’s website for all information regarding the Shareholders’ Meeting:
This section will be regularly updated with details of how to participate in the Shareholders’ Meeting and/or changes to these details to reflect subsequent legislative or regulatory developments.
Biography of Ms. Tanja Rueckert
Ms. Tanja Rueckert, a German citizen, has been President of the Board of Management of Bosch Building Technologies since 2018.
Ms. Tanja Rueckert graduated from the University of Regensburg (Germany) with a PhD in Chemistry. She has spent the majority of her career in the digital sector working with the SAP group. Following her roles as Executive Vice President and Chief Operating Officer for Products & Innovation with SAP SE, in 2015, she became President of IoT & Digital Supply Chain at SAP SE. She has more than 20 years of experience as an executive in the software industry. During her career, she has worked in Germany and the Silicon Valley in the United States and headed up teams across the globe.
In her role at Bosch Building Technologies, Tanja Rueckert also acts as an advisor for Bosch Climate Solutions, especially in the areas of sustainable energy, services and software, as well as for the Bosch startup Security & Safety Systems (S&ST). Furthermore, she is a member of the steering committee of “Plattform Lernende Systeme”, Germany’s platform for Artificial Intelligence and member of the Muenchner Kreis.
Ms. Tanja Rueckert has been a member of the supervisory board of SPIE since September 2017 and of Bosch Rexroth since 2019.
Biography of Mr. Kurt Sievers
Mr. Kurt Sievers, a German citizen, has been President & Chief Executive Officer and Executive Director of NXP Semiconductors N.V. since 2020.
Mr. Kurt Sievers earned a Master of Science degree in physics and information technology from Augsburg University (Germany). He joined NXP in 1995, and rapidly moved through a series of Marketing & Sales, Product Definition & Development, Strategy and General Management leadership positions across a broad number of market segments. He has been a member of the executive management team since 2009, where he has been instrumental in the definition and implementation of the NXP high-performance mixed signal strategy. Mr. Sievers was influential in the merger of NXP and Freescale Semiconductor, which resulted in creating one of the leading semiconductor companies and a leader in automotive semiconductors.
Mr. Kurt Sievers serves on the Board of the German National Electrical and Electronics Industry Association (ZVEI) and chairs the Advisory Board of the international trade-fair Electronica. He also serves as a Board member of PENTA and AENEAS, the clusters for application and technology research in Europe and nano-electronics. He serves as a member of the Asia-Pacific-Committee of German Business (APA) and as a member of the Board at the German Asia-Pacific Business Association (OAV), acting as the spokesperson for the Republic of Korea.
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.
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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 and the French Commercial Code.