Blue Book 2016 V7 2 For1 Publication

1
WARNING
This publication is the property of Capgemini. All rights of reproduction and distribution are reserved
for internal company use of the Capgemini group companies only.
It is strictly prohibited to disclose the Group proprietary and confidential information contained in this
book outside of the Group.
GENERAL DISCLAIMER
In the event of a conflict between the rules of the Blue Book and any rules set forth by a local Group
entity, the Blue Book rules should prevail, unless variations in the local rules are strictly necessary to
comply with the mandatory requirements of applicable local law.
Edition: January 2016

Copyright © 2016 Capgemini
The Blue Book (version 7.2) - Company Confidential – Copyright 2016© Capgemini - All rights reserved 2
Effective date of this
Name of the Policy: Blue Book January 1, 2016
version:
Chief Ethics & Supersedes the version
Policy Sponsor: June 15, 2012
Compliance Officer dated:
Version number: V 7.2 Original Effective Date: November 1989
Last Blue Book changes
Click here to read the last Blue Book change control log
Change request form

Any request to amend this Policy should be submitted, together with a completed form (see Appendix
B), to the Office of the Chief Ethics & Compliance Officer ([email protected]) and signed off
by the CEO and Chairman of the Board.
Contact information
Any question concerning this Policy should be directed to your manager or to your Country Ethics
&Compliance Officer or the Chief Ethics & Compliance Officer.
Contents
CONTENTS 4
PART ONE: GROUP FUNDAMENTALS, ORGANIZATION &
GOVERNANCE 10
1. INTRODUCTION 11
2. GROUP FUNDAMENTALS 11
2.1 Group Mission & Expertise 11
2.2 Fundamental Objectives 11
2.3 Values 12
2.4 Our Code of Business Ethics 13
2.4.1 International Laws and Voluntary Codes 13
2.4.2 People 13
2.4.3 Business Integrity 14
2.4.4 Business Relationships 17
2.4.5 Group and Third-Party Assets 17
2.4.6 Responsible Citizenship 18
2.5 Guiding Behavior – Our Collaboration Principles 19
3. GROUP GOVERNANCE 20
3.1 Group Corporate Governance 20
3.1.1 Board of Directors 20
3.1.2 The Chairman of the Board and the Board of Directors 20
3.1.3 Specialized Committees of the Board of Directors 20
3.2 Group Operational Governance 21
3.3 Equity-based incentive 21
4. GROUP ORGANIZATION 23
4.1 Legal Structure 23
4.2 Group Operating Model 23
4.3 Group Operating Structure 24
4.3.1 Business Unit (BU) 24
4.3.2 Strategic Business Unit (SBU) 24
4.4 Group Central Functions 24
4.4.1 Group Finance 24
4.4.1.1 Finance Mission 24
4.4.1.2 Responsibilities of Group Finance Departments 25
4.4.2 Group General Secretary 25
4.4.2.1 Ethics & Compliance objectives 25
4.4.2.2 Legal Mission 26
4.4.2.3 Human Resources Mission 27
4.4.2.4 Group University Mission 27
4.4.2.5 Group Corporate Social Responsibility (CSR) and Sustainability Mission 27
4.4.3 Group Strategy 28
4.4.3.1 Strategy Definition 28
4.4.3.2 Strategy Implementation 28
4.4.4 Group Internal Audit 28
4.4.4.1 Mission and Organization 28
4.4.4.2 Scope of Audit Work 29
4.4.4.3 Audit preparation and field work 29
4.4.4.4 Internal audit reporting 29
4.4.4.5 Field report 29
4.4.4.6 Group final report 29
4.4.4.7 Confidentiality of audit reporting 30
4.4.5 Group Communication 30
4.4.6 Global Marketing Mission 30
4.4.7 Group Sales and Portfolio 31
4.4.7.1 Group Sales and Portfolio mission 31
4.4.7.2 Responsibilities 31
4.4.8 Chief Technology Officer and IP Board 31
4.4.8.1 Context and Mission 31
4.4.8.2 Governance of the Investment Process: 32
4.4.8.3 IP Board Members Nomination: 32
4.4.9 The Group Investment Committee 32
4.4.9.1 Group Investment Committee (GIC) objectives 32
4.4.9.2 Scope of the GIC 32
4.4.9.3 Composition of the GIC 33
4.4.9.4 Operating guidelines 33
4.4.10 Group Delivery & Knowledge Management 33
4.4.10.1 Group Delivery 33
4.4.10.2 Knowledge Management (KM) 34
4.4.11 Group IT 34
4.4.12 Group Procurement 34
5. AUTHORIZATION PROCESS 36
5.1 Framework 36
5.1.1 The “One over One” Rule 36
5.2 General Policy Decisions and Authorization Matrix 37
5.2.1 Authorization Matrix 37
6. SALES 42
6.1 Sales Management 42
6.2 Opportunity Management 43
6.3 Account Management 43
6.3.1 Client Segmentation and Portfolio 43
6.3.2 Accounts Governance 44
6.3.3 Account Management Support 44
6.4 Partners Management 44
6.4.1 Global Channels and Partners Governance 44
6.5 Sales Force Management 45
6.5.1 Sales Competency Model 45
6.5.2 Sales Recognition 45
6.5.3 Sales Remuneration 45
6.5.4 Sales Training 45
6.6 Portfolio Management 46
7. BUSINESS RISK MANAGEMENT (BRM) 47
7.1 Scope 47
7.2 Organization 47
7.2.1 At Group level 47
7.2.1.1 Group Review Board (GRB) 47
7.2.1.2 Group Business Risk Management (BRM) 48
7.2.2 At BU/SBU Level 48
7.2.2.1 Deal Review Boards 48
7.2.2.2 Business Risk Management’s (BRM) 48
7.3 Deals subject to Group Review Board’s Approval 49
7.4 Review Process for deals escalated for Group Review Board’s approval 51
8. PRICING AND CONTRACTING 53
8.1 Pricing 53
8.2 Contract Review Rules 53
8.3 Contract Negotiation Principles 54
8.4 Contract Content 54
8.5 Contract Form and Process 56
8.6 Consortia and Sub-contracting Rules 56
8.6.1 Consortia 56
8.6.2 Sub-contracting 56
8.7 Third-Party Products/Services 57
8.7.1 Third-Party Warranties 57
8.7.2 Value Added Reseller (VAR) / Reseller Agreements 57
8.8 Referral Fees 58
8.8.1 General Rule 58
8.8.2 Exception as regards Hardware/Software Vendors 58
8.9 Sales, Business Development Agents and Lobbyists 58
8.10 External Consultants Whose Role is to Obtain or Retain Business for the Group but Who
Are Not Sales Agent 58
8.11 Management of a Dispute and/or Litigation 58
9. LEGAL 59
9.1 Organization & procedures 59
9.2 Responsibilities 59
9.3 Litigation Management 60
9.4 Use of External Legal Counsel 61
10. DELIVERY 62
10.1 Objective of Delivery 62
10.2 Governance, the Organization, Role and Responsibility of Delivery 62
10.2.1 Engagement Manager Accountabilities 62
10.2.2 Delivery Manager Responsibilities 63
10.2.3 Business Development Responsibilities 64
10.3 Building Delivery Skills 64
10.4 Commercial Management 64
10.5 “Sales to Delivery Handover” 65
10.5.1 Inputs to the “Sales to Delivery Handover” 65
10.5.2 Outputs from the “Sales to Delivery Handover” 66
10.6 Resource Management 66
10.6.1 Staff Resource Management 66
10.6.2 Loan of employment 67
10.6.3 Non-people Resource Management 67
10.7 M-Review 67
10.8 Escalation Mechanism 68
10.9 Reporting 68
10.10 Engagement Delivery Methods and Tools 69
10.10.1 Capgemini methods 69
10.10.2 Capgemini standard tools 69
10.11 Complex Projects 70
10.11.1 Complex Bid & Project Definition 70
10.11.2 Complex Engagements Criteria 70
10.11.2.1 Complex Bids 70
10.11.2.2 Complex Engagements 70
10.11.2.3 Flying Squads 72
10.11.2.4 Tracking Complex Projects 72
10.11.2.5 Recommendations for Complex Engagements 72
10.11.2.6 Key Performance Indicators (KPIs) for Complex Engagements 73
10.11.2.7 Build to Run Recommendations 73
10.11.2.8 Advisory Boards 73
10.12 OTACE (Client Satisfaction) 73
10.13 Management Sourcing 74
10.14 Delivery Support Documentation 75
11. FINANCE 76
11.1 Organization and Responsibilities 76
11.1.1 Group Finance 76
11.1.2 SBU Financial Controllers and their Controllers 76
11.1.3 Legal Financial Directors (LFDs) 77
11.2 Financial and Operational Reporting Processes 78
11.2.1 Budget process 78
11.2.2 Reporting Process 79
11.2.2.1 Weekly Reporting 79
11.2.2.2 Monthly Operational Reporting/Actuals 79
11.2.2.3 Rolling Forecast 79
11.2.3 Consolidation Process 79
11.3 Finance and Accounting Standards 79
11.4 External Auditors 80
11.5 Internal Control 80
11.5.1 Overview 80
11.5.2 Key processes 80
11.5.2.1 Monitoring controls 80
11.5.2.2 Transaction controls 81
11.5.2.3 IT controls 81
12. MERGERS, ACQUISITIONS & DISPOSALS 82
12.1 Disposals 82
12.2 Acquisitions 82
13. INSURANCE 83
13.1 Responsibilities 83
13.2 Commercial General Liability and Professional Indemnity 83
13.3 Property Damages and Business Interruption 84
13.4 Other Group Coverage 84
13.5 Local Insurance Coverage 84
13.6 Uninsured Risks 85
14. HUMAN RESOURCES 86
14.1.1 Our Commitment to our People 86
14.1.2 What we Expect from our People 87
14.1.3 HR Structure 87
14.2 Recruitment and On-boarding 87
14.2.1 Recruitment Process 87
14.2.2 Acquisitions/Outsourcing 88
14.2.3 On-boarding 88
14.3 Working Practices 88
14.4 Career and Engagement Management 89
14.4.1 Competency Model 89
14.4.2 Personal Development, Evaluation and Promotion 89
14.4.2.1 Personal Development & Performance Evaluation 89
14.4.2.2 Promotion 90
14.4.3 Team Member Engagement 90
14.4.4 Reporting 90
14.4.5 Departure from the Group 91
14.5 Compensation Management 91
14.5.1 Principles 91
14.5.2 VP Compensation 91
14.5.3 Salary Advances 92
14.6 The Group University, Learning, Development & Knowledge Acquisition 92
14.7 Working Internationally in a risk framed environment 93
14.7.1 The Group Travel and Expenses Policy 93
14.7.1.1 Capgemini approved Travel Agencies and Self Booking Tools 93
14.7.1.2 Travel Risk Management 93
14.7.1.3 Travelling must be linked to professional work 94
14.7.2 The Group Travel Safety Policy 94
14.7.2.1 International SOS and Safety rules 94
14.7.2.2 Travel Safety Process 94
14.7.3 International Assignment Services 95
14.7.3.1 Accountability of the Business Unit manager 95
14.7.3.2 Group International Assignment Services Policy 95
15. GROUP MARKETING AND COMMUNICATION 97
15.1 Vision and Mission 97
15.2 Guidelines and Policies 98
15.2.1 Organization and Responsibilities 98
15.2.2 Internal Communications 98
15.2.2.1 Objectives 98
15.2.2.2 Communications Framework and Channels 99
15.2.3 External Communications 100
15.2.3.1 Internet, Extranets and Social Media 100
15.2.3.2 Publications 100
15.2.3.3 Media Relations 101
15.2.3.4 Analyst Relations 102
15.2.3.5 Events 102
15.2.3.6 Sponsorship, political contributions and charitable donations 102
15.2.3.7 Advertising 103
15.2.3.8 Recruitment Advertising 104
15.3 Marketing 104
15.4 Logos and Brand 105
15.4.1 Introduction 105
15.4.2 Group logo 105
15.4.3 Capgemini business logos 105
15.4.4 Brand creation 105
15.4.4.1 Request for a Brand to be used at a local level 106
15.4.4.2 Request for the creation of a Brand to be used in multiple countries (global) 106
16. KNOWLEDGE 107
16.1 Scope 107
16.3 Confidentiality 107
17. GROUP IT 108
17.1 Organization and Responsibilities and Governance 108
17.2 IT category policy 108
17.3 IT Standards 109
17.3.1 Security 109
17.3.2 Data Exchange 109
17.3.3 Directory 109
17.4 IT Budget and Approval Process 109
18. PROCUREMENT 110
18.2 Group Purchasing 110
18.3 Approval Rules 111
18.4 Ethical Purchasing, Supplier Selection and Anti-corruption Policy 112
18.5 Group Travel and Expenses Policy 112
19. ENVIRONMENT 113
20. COMMUNITY 114
APPENDIX A: GLOSSARY OF TERMS 115
APPENDIX B: BLUE BOOK CHANGE REQUEST 119
INDEX 120
Part One:
Group Fundamentals,
Organization &
Governance
1. Introduction
As a major multi-national player in the consulting, IT services and outsourcing markets, the Capgemini
Group (the “Group”) was built from a complex amalgam of businesses, skills, cultures and individuals.
Bringing together these parts into a successful, coherent whole requires the support of a range of
commonly adopted principles, values, policies and processes. These are set out here in the Group Blue
Book and in supporting documents, and are applicable to all parts of our business, except where
specifically noted. To contribute to the current and future success of our Group, all the employees of the
companies of the Group are expected to be familiar with them, to actively adopt and comply with them.
All Group documents are written in English and this document is therefore the official Group version.
However, to reflect our multi-lingual capabilities, all regions may create a local-language version of this
document, if required.
2. Group Fundamentals
2.1 Group Mission & Expertise

The Group is committed to delivering measurable and sustainable results for our clients by bringing
together our expertise in business, consulting, technology and operational skills into truly integrated
services.
In doing so we deliver:
 Objective insights into industry best practices, technology innovations and business
transformation;
 Expertise in building, integrating and running information technology (IT) systems and
in optimizing business processes and cost structures;
 Tailored solutions via a unique customer experience, with an emphasis on knowledge
transfer and risk sharing;
 Measurable and sustainable results and client satisfaction;
 A Collaborative Business Experience™ (CBE) for our clients and our people.
Our skills are grouped into four businesses, which we deploy across our geographies:
 Consulting Services to help enable our clients to accelerate, improve and transform their
businesses in a volatile environment;
 Technology Services to support business leaders in implementing technology-enabled
strategies and projects to achieve competitive advantage;
 Outsourcing Services to make companies more agile and responsive when managing
their infrastructures, applications and technology-enabled processes;
 Local Professional Services to address the daily needs of operational Information
Technology managers and High Tech industries through proximity, availability, skills
and methods.
2.2 Fundamental Objectives

Throughout its history, the Group’s stakeholders have accompanied and encouraged its development.
The Group’s principal objective is to allow clients and employees to benefit from its expertise through
sustainable and profitable growth, enabling a proper return on our shareholders investment.
The profitability of the businesses is critical to attain superior return on capital, ensure sustainability of
the business and maintain our independence. . This profitability – which is the only truly objective
measure of performance of operational units – must in turn pave the way for new developments.
Profitability must be accompanied by a growth in revenues so that the Group remains one of the world
leaders in our selected segments in an increasingly consolidated market and continues to attract the best
talents, and to best serve our clients and partners.
This growth is also instrumental in enabling each employee to see an evolution or increase in his/her
responsibilities and to benefit on a professional level from the Group’s development.
Our final fundamental objective is excellence. It is top quality work, at all levels and at all times, that
enables us to promise our clients the degree of satisfaction for which we aim. This client satisfaction is
in turn the engine that spurs growth and profitability to secure the independence, leadership and staying
power of the Group.
These objectives can only be achieved by acting as a socially responsible organization committed to
the long-term sustainability of the communities and environments in which we operate. Our Values and
Code of Business Ethics guide the behavior and actions we take to achieve these objectives.
2.3 Values
Since the creation of the Group in 1967, our culture and business practices have been inspired and guided
by our seven core Values. These are the guiding principles that we collectively and individually stand
for and are at the heart of our approach as an ethical and responsible business. These Values are not only
rules of behavior; they also provide the basis for our rules of conduct and principles of action. They
shape our sustainable ethical culture, our “Group DNA”, producing a mindset encompassing integrity
and ethical behavior. Our Values are important for respecting, defending and upholding the Group as an
ethical and responsible business and for protecting our reputation.
The first value is Honesty, denoting integrity, loyalty, uprightness, and a complete refusal to use any
underhand method to help win business or gain any kind of advantage. Growth, profit and independence
have no real worth unless won through complete honesty and probity. Everyone in the Group should
know that any lack of openness and integrity in business dealings will be penalized immediately once
proven.
Boldness implies a flair for entrepreneurship, a desire to take considered risks and to show commitment
(clearly linked to a firm determination to uphold one’s commitments). This is the very soul of
competitiveness— making firm decisions and seeing them through to implementation, and being willing
to periodically challenge one’s direction and the status quo. Boldness needs to be combined with a
certain level of prudence and a particular clear-sightedness, without which a bold manager can become
reckless.
Trust means the willingness to empower both individuals and teams and to make decisions as close as
possible to the point where they will be put into practice.
Trust also means favoring open-mindedness as well as widespread idea- and information-sharing.
Freedom indicates independence in thought, judgment and deed, entrepreneurial spirit and creativity. It
also means tolerance, respect for others and for different cultures and customs—essential qualities for
an international group.
Team spirit / Solidarity designates friendship, loyalty, generosity, fairness in sharing the benefits of
group work; accepting responsibilities; and an instinctive willingness to espouse joint efforts even when
the storm is raging.
Modesty signifies simplicity, the very opposite of affectation, pretension, pomposity, arrogance and
boastfulness. Simplicity does not imply naivety but is, rather, about being discreet, showing natural
modesty and common sense, being attentive to others and taking the trouble to be understood by them.
It is about being frank in work relationships, loosening up, and having a sense of humor.
Finally, Fun means feeling good about being part of the Group or of one’s team, being proud of what
one does, experiencing a sense of accomplishment in the search for better quality and greater efficiency,
and feeling part of a challenging project.
2.4 Our Code of Business Ethics

Since the Group was founded, we have always believed that a profitable and sustainable business cannot
exist without sound ethics and integrity. This lies at the very heart of our decentralized organization.
Our Code of Business Ethics is our ongoing commitment to maintaining and promoting world class
standards of business integrity and trust wherever we operate.
Our Code of Business Ethics encapsulates our respect for the law and for individuals, and our
responsibilities to our clients and stakeholders. It provides the basis for our ethical culture.
It helps all team members understand how to behave and act in the right way. It is a framework for
support if we are unclear. Our Code of Business Ethics does not rule out the need to exercise good
judgment, but aims to provide guidance for all of us to do so. When in doubt, you should ask yourself
the following questions:
 Is it legal?
 Does it create the perception or impression of illegality or imprudence?
 Is it in line with Group Values and with the Blue Book?
 Is it in line with my own values?
 Does it breach generally-accepted industry regulations or normal behavior in the industry?
 Do I feel comfortable with the action I am considering taking?
 Would I be comfortable explaining my actions to fellow team members, my team leader, to
my client, to my family or externally with, for example, the press?
If the answer is not obvious, you are still in doubt, have further questions or the issue continues to be a
gray area, share your issue. Opening a dialogue with your team leader and human resources manager is
the correct way to make the appropriate decision and to be sure we continue “doing the right thing.”
Your Country’s Ethics & Compliance Officer and your Country Legal Department are also available for
further clarification.
The Group has set up an Ethics & Compliance organization: a Chief Ethics & Compliance Officer at
Group-level supported by Ethics & Compliance Officers, in charge of implementing the Ethics &
Compliance program. As part of this program, every employee receives the Code of Business Ethics
and is expected to comply with it and follow specific training.
2.4.1 International Laws and Voluntary Codes
As a basic rule, we respect international, national and local laws and regulations in the countries in
which we work and undertake all necessary commitments to adhere to them. In addition we support
international laws and standards. We have signed up to the UN Global Compact and we respect the
principles of the Universal Declaration of Human Rights and the International Labor Organization’s
fundamental conventions on labor standards. Through some of our initiatives we support the UN Global
Compact Millennium Goals. We respect human rights, we refuse the usage of forced labor and we ensure
that none of our practice involves child labor.
2.4.2 People
We are committed to providing a safe and inclusive work environment.

Health & Safety - We are committed to looking after the health and safety of team members, whether
working on our own sites or on our clients’ sites. The Group takes its health and safety responsibility
very seriously and we are all expected to comply with, and adhere to, any relevant legislation and
emergency procedures. When working on a client’s site, we are also expected to observe and cooperate
with any client rules regarding health and safety and emergency procedures. When travelling on business
we are expected to comply with and follow our Group International Assignment Services guidelines,
our Group Travel policy and our Group Security policy.
We expect our team leaders to look after the health and safety of their team members. We all have the
responsibility of identifying and reporting to our local health and safety representative or team leader
any form of behavior that could present a hazard or risk or any situation that may compromise the health
and safety of the team members.
Country risk - Capgemini has permanent operations in some 30 countries. An increasing proportion of
the services we deliver are based in emerging countries. In the absence of minimum legislative
standards, the Capgemini Group’s Blue Book contains the policies applicable to all of our operating
units. Strict approval criteria must be met before employees are sent to work in countries where there
are no existing Group operations. In addition, even stricter criteria apply in the event that employees are
sent to countries considered to be at risk.
Equality, diversity and inclusion - We are proud of our diversity. It enriches and enables us to be
thought leaders in our chosen markets. As individuals, we are entitled to equal opportunity and fair
treatment. The Group is committed to being a “Talented Company” and seeks to reward people on the
basis of achievement and performance. We assess our fellow team members and recruitment candidates
on the basis of merit and qualifications directly related to professional competence and behavior. We
aim to provide equal opportunities and fair treatment, irrespective of social, cultural, ethnic or national
origins, religious or other beliefs, caste, gender, marital status, pregnancy status, sexual orientation,
disability, age, and trade union membership. We are committed to complying with all employment
discrimination laws. We respect individuals’ cultures and customs, including their religious beliefs. The
Group does not support any religious organizations.
Harassment - We all have a right to be treated, and a duty to treat others, with respect and courtesy.
The Group is expected to maintain a work environment that is free of harassment; this includes
intimidation, unwelcome sexual advances, threats and acts of violence. We have zero tolerance for any
form of harassment or violence or any action that creates a threatening workplace; this includes any
attitude, form of behavior or situation that may be specified as harassment. Any breach of the rules may
result in disciplinary sanctions.
Open dialogue - We believe that effective communication is a prerequisite for an open and inclusive
culture. Our Values of “Team spirit” and “Trust” encourage us to work together and to recognize the
importance of open dialogue. We strongly encourage open dialogue through team meetings, conference
calls, forums and employee surveys, in which we can express our opinions freely. We facilitate open
dialogue through our International Works Council (IWC), the official representative body of the Group,
enabling dialogue between Group management and people representatives across the Group. At the local
level, we support open dialogue with people representatives or other relevant employee representative
bodies, and follow the processes provided for under local legislation, regulations and agreements. We
uphold freedom of association.
Behavior at work and work-related events - As representatives of the Group our behavior at work
and work-related events can have an effect on the Group and our own professional reputation. We are
expected to respect socially acceptable rules of behavior. We are expected to respect personal and
cultural differences to ensure that everyone enjoys a comfortable atmosphere at work and work-related
events. We need to make sure there is no sense of exclusion, discrimination or harassment. At any work-
related event, we are all responsible for ensuring our behavior is professional, reasonable and appropriate
and that it does not damage the Group’s or our own professional reputations.
2.4.3 Business Integrity
As a business we are committed to act responsibly in the market place.

Fair Competition - The Group competes vigorously but fairly for its clients’ business. The majority of
the countries in which we operate have competition or antitrust laws, and trade regulations designed to
protect such competition. The Group is committed to comply with all applicable competition and
antitrust laws, and regulations.
While the specific competition laws of each country (also called “antitrust laws” in certain countries)
vary, there are a number of common themes:
 Prohibited agreements and practices. Agreements (written or simply understood) to fix prices,
allocate clients or markets, coordinate bids, undertake boycotts, or exclude competitors are
generally not permitted. Practices among companies that have the same effect or object as such
agreements are also prohibited.
 Unlawful Dominance. Large market players in certain markets have less flexibility in making
specific business decisions, including refusing to deal with other companies and making
acquisitions.
 Prohibited conduct. We do not discuss, provide to or exchange with a competitor: prices, terms
of sale, division of markets (whether by geography, product or otherwise), allocation of
customers, costs, profits or profit margins, or other activity that may restrain competition.
Even being accused of violating these laws can have serious consequences both for the Group and its
team members. The Group could be forced to pay significant criminal and civil fines or settlements; and
individual employees may face large fines, years of imprisonment and disciplinary actions. The Group
has provided detailed guidance on compliance with competition laws in the Group Competition Laws
Policy. The Legal Department is there to help you understand and comply with complex competition
and antitrust laws. Ask questions if you have concerns about the Group’s behavior or our business
partners’ and suppliers’ behavior.
Bribery and Corruption - Our ability to win business depends solely on the value we bring to our
clients. The Group is committed to preventing any violation of anti-corruption and anti-bribery laws in
every jurisdiction in which it operates. Bribery is an offense carrying criminal and civil penalties in most
jurisdictions where we operate.
Anti-bribery and anti-corruption laws prohibit offering, promising or paying anything of value to
influence a government official—and, in some cases, any private individual—to act or refrain from
acting in a manner that is favorable to the Group or to any of its clients.
The definition of “government official” in anti-corruption laws is broad, and it includes, among other
persons, employees of companies that are partially owned by a government agency, as well as employees
of political parties and candidates of political office.
Further, it is prohibited to request or authorize any third party to make any such offers, promises or
payments.
It is also prohibited to receive anything of value from any individual which is or may be perceived to be
given to influence the Group or any of its clients.
In the course of our sales activities, we do not tolerate any payment of commission to third parties nor
do we accept any commission from third parties unless specifically authorized by the Group. When
authorized by the Group, we may receive referral fees from third-party vendors such as third-party
software or hardware companies. However, these referral fees should always be made transparent to the
client.
Failure to comply with anti-corruption and anti-bribery laws not only exposes the Group to civil and
criminal penalties, but could subject any team member to civil penalties, criminal punishment—
including possible imprisonment—and disciplinary action. The Group has provided detailed guidance
on compliance with anti-corruption and anti-bribery laws in the Group Anti-Corruption Policy. The
Group has zero tolerance for any form of bribery and corruption or any acts that may be perceived to be
bribery or corruption. Toleration of bribery or corruption is unacceptable business conduct wherever the
Group operates.
Business Gifts and Entertainment - Before giving any Group client a gift, Group employees should
assess whether that gift is permitted by anti-corruption and anti-bribery laws. Even small gifts to
government officials are prohibited by many applicable laws. Gifts may lawfully be made to private
individuals if they are of reasonable value, quantity and frequency and not made to secure any advantage
in any ongoing negotiations.
On the other hand, such gifts would be inappropriate during a bid process, and may be specifically
prohibited by the terms of a request for proposal. Group employees must check with the Legal
Department and/or the Country’s Ethics & Compliance Officer and inform their intention to give any
gift. Group employees must abide by any advice given to them.
Conflicts of interest - We must be careful not to take actions that may conflict with the Group’s interests
or could lead to damaging its reputation. As an employee of the Group, we are bound by a duty of loyalty
and the obligation to act in good faith. A potential conflict of interest arises when we have several
contradictory interests at the same time. When a personal interest is in contradiction to the Group’s
interests, we risk violating our duty of loyalty. This occurs any time the potential for direct or indirect
personal gain can or does influence a decision connected to our business. Consequently, we must avoid
situations where our personal interests could conflict with the Group’s interests.
In order to avoid such conflicts, the Group employees should not engage in any of the following
practices:
i. Significant ownership interest in any client, supplier or competitor;
ii. Any independent consultant or employment relationship, directly or indirectly, with any
client, supplier or competitor or engage in outside activities that compete with the Group or
assist a Group competitor;
iii. To become a non-executive director of another company, you must also obtain the Group
prior written consent;
iv. Award business not on the basis of merit but on the basis of personal relationships or
potential personal gain;
v. Being in the position of supervising, reviewing or having any influence on the job evaluation,
pay or benefit of any close relative and/or close friend who is an employee of the Group;
vi. Use or disclose any business information or opportunities obtained through your work for
personal advantage or personal gain.
The foregoing list is non-exhaustive. You must notify your manager if you have any relationships which
could create, or appear to create, a conflict of interest. The obligation is upon you to raise such a conflict
of interest. If you are unsure as to whether any activity amounts to a conflict, please raise it with your
manager in any even Insider Trading - We have to exercise the utmost caution when considering
transactions that involve the shares of the Group, of our clients, business partners or suppliers.
Disseminating insider information or making any transaction based on insider information is prohibited.
Insider information is any non-public information that, if known, would reasonably be expected to be
used by an investor in deciding whether to buy, sell or hold such security.
The Group strictly prohibits the trading of Cap Gemini S.A. shares or any other Group-related securities
during the “closed period” before its half-year and year-end results are published (publication dates are
communicated by Group Finance Department). Independently of closed periods, we should not buy or
sell Group shares and/ or other related securities when aware of any insider information. Similar
restrictions apply to trading any publicly listed shares or other related securities of the Group’s current
or potential clients, business partners or suppliers when in possession of insider information.
Disseminating insider information or using insider information can lead to criminal sanctions.
In accordance with applicable laws, individuals must not use privileged information to which their
function gives them access for the benefit of themselves, their family or a third party.
Accurate and correct business and financial information - We are responsible for ensuring that we
maintain and release accurate and correct business and financial information in a transparent and timely
manner. The Group is committed to communicate accurate and relevant information to its shareholders
on a regular basis. We all create information relating to the Group, its clients, team members, business
partners or suppliers. We must ensure that we produce accurate and correct business information and
manage documents with the utmost care and to the best of our knowledge. We must know and comply
with all relevant laws, regulations and internal rules concerning business information and, most
importantly, financial business information. Any infringement of laws and regulations can potentially
result in fines and criminal charges.
Political activities - The Group does not support political parties. We do not make any cash or in-kind
contributions to political parties on behalf of the Group. This includes direct and indirect support through
intermediary organizations. We respect the rights of individuals to participate, as individuals, in politics.
However, we should never represent or endorse a political party on behalf of the Group. The Group does
not lobby with governments or regulators on behalf of its clients.
Public position - We are members of relevant trade bodies in our industry and undertake an advisory
role with regard to the impact and opportunities of technology. We are also members of relevant non-
governmental and non-profit organizations. Capgemini regularly publishes “thought leadership” on
various topics of public interest.
2.4.4 Business Relationships
We are committed to delivering value and building longstanding relationships based on mutual trust
with our clients and at the same time achieving a profitable and sustainable growth for the Group.
Working with our Clients - We are dedicated to delivering profitable and sustainable growth by
working together with our clients to deliver value through our expertise and behavior. We think “client
first” and we measure our success in terms of the value we bring to our clients. Delivering excellence to
our clients is our priority, we mobilize the right talent to meet our client’s requirements, we respect our
clients and we work in an open and transparent manner. As an independent IT services provider, we
objectively evaluate software and hardware solutions to meet the client’s requirements. We work
collaboratively with our clients by building a long-term, distinctive relationship based on mutual trust.
We share our expertise and knowledge with our clients with a view to their short- and long-term
development and we learn from them for our own development purposes. We expect clients to behave
according to Group legal and ethical expectations and maintain our standards.
Working with our alliance and other business partners - We work with alliance and other business
partners to bring added value to our clients, and expect our partners to comply fully with the law. We
work with our business partners in a collaborative and ethical way to deliver value to our clients. We
work with business partners who have values and modes of behavior that are aligned to our principles.
We are transparent with our clients about our relationships with our business partners. Our clients will
be informed of any business relationships or referral fee agreements we have with respect to the services
we are offering them. The disclosure must be in writing, and may be a general advance notice in the
client contract terms. We understand that, when dealing with public sector clients, it could be illegal for
the Group to receive any referral fees. We expect our business partners to comply with the law, including
laws prohibiting bribery and corruption and fair competition.
Working with our suppliers - We work with our suppliers and commit to sound and sustainable
procurement procedures. We expect our suppliers to comply fully with the laws in the countries in which
they operate. We are committed to treating our suppliers and contractors fairly and we expect our
suppliers to conduct their business with us on a fair and ethical basis. We strongly discourage reciprocal
dealings, such as agreeing to buy from suppliers provided they buy from us. We expect our suppliers to
conduct their business with us on a fair and ethical basis and in compliance with our Sustainable
Procurement Principle. We expect our suppliers to comply with the laws of the countries in which they
operate, including laws prohibiting bribery and corruption and fair competition.
2.4.5 Group and Third-Party Assets
We are expected to maintain the security and integrity of the assets of the Group and of the third-parties
we work with. We use them responsibly and professionally.
Intellectual property - Intellectual property is one of the Group’s most valuable assets. We need to
ensure the validity and integrity of all intellectual property rights belonging to the Group, through
copyrights, patents, trademarks, trade secrets and confidentiality. We must respect the intellectual
property rights of our clients, competitors, business partners and suppliers. Any intellectual property
produced by Group employees while working for the Group remains the property of the Group or of its
clients, depending on the terms of the contract signed with the relevant client. We should not put at risk
any Group or client intellectual property, whether or not formally protected, during our employment or
after we have left the Group.
Confidential Information - We are expected to preserve confidential information belonging to the
Group or our team members, clients, business partners and suppliers. Information is deemed
“confidential” if it is defined as such by law or by contract. The following categories of information are
almost always confidential - information provided by our clients, suppliers, and business partners that
the Group has committed not to disclose, information regarding our commercial and economic strategy,
information about our recruitment and wage policies, personal data, know-how, trade secrets, patents
and software developed within the Group. We take appropriate and reasonable measures, including
relevant security measures, to protect confidential information concerning the Group, its team members,
clients, business partners and suppliers - we must maintain the confidentiality of our clients’ or suppliers’
business information. We must strictly adhere to any commitments the Group has made to a client, a
business partner or a supplier with regard to confidentiality. When working for several clients, we must
take the necessary steps to protect against the transfer of their confidential information from one client
to another. When our employment with the Group ends, we are required to return all confidential
information in our possession and respect our confidentiality obligations.
Protecting personal data - We treat personal data responsibly and restrict collection and access to
protect the privacy of individuals. The Group is responsible for protecting personal data. Personal data
generally refers to names, home and office contact information and other data that can identify an
individual. Many countries have laws that regulate the way in which personal data is collected, processed
and used. We are expected to know these regulations, comply with them and protect the privacy of
individuals. We refrain from accessing personal data unless we have the appropriate authorization and
a legitimate business purpose. We do not market or disclose personal data without authorization; doing
so can lead to sanctions.
Appropriate use of Group and third-party assets and resources - We are personally accountable for
the protection of the Group and third-party assets and resources under our control. We use assets and
resources that belong to the Group to help us achieve our business goals. We take care of third-party
assets and resources as if they are our own. We must not access, use or attempt to use Group or third-
party electronic resources to access, store, send, post or publish material that is inappropriate. This
includes material that is pornographic, sexually exploitative, obscene, racist, sexist or in any other way
discriminatory, threatening or harassing, personally offensive, defamatory or illegal. We are expected
to take the necessary steps to protect any assets and resources of the Group and/or third-parties which
are under our control against loss, theft and unauthorized disclosure.
2.4.6 Responsible Citizenship
As responsible citizens, we both support the communities and respect the environment in which we
operate.
Contributing to the communities - The Group wishes to have a positive impact on the communities in
which it lives and operates. As a major global employer, it works with national and international
organizations on community projects. We focus on community projects that are aligned with our
corporate purpose and values. Our main community projects focus on the themes of education and
diversity. We actively encourage team members, at all levels, to get involved in our community activities
and donate time, energy and creativity.
Funding of activities and organizations - All funding of activities and organizations outside
Capgemini, including communities, must always be authorized by top Group Management and must be
justified against Group corporate purpose and values.
Minimizing our impact on the environment - We recognize that business activities have impacts on
the environment, and we are committed to minimizing these impacts. The Group is committed to
identifying and complying with any legal and other relevant requirements related to the environmental
impacts of its operations. We seek to minimize the negative environmental impact of the Group’s
business activities. These include greenhouse gas emissions from energy consumption in our offices,
data centers and business travel; our waste and IT asset management; and our procurement activities.
We use and adapt our capabilities and expertise to help our clients reduce their environmental impact
and meet their environmental objectives.
2.5 Guiding Behavior – Our Collaboration Principles
As well as our Values and Code of Business Ethics, we also adhere to principles of collaboration. These
aim to increase our effectiveness as an organization by making it easy to work and collaborate together
whatever the roles or nationalities of our teams. Collaboration, defined as the act of working together in
the spirit of willing cooperation and exchange to achieve a shared objective, must be lived every day
and be part of our cultural DNA. On a practical level collaboration should be supported through:
A common language. As a multi-national group, the national languages we and our clients speak are
used for everyday conversation. However, since 1984, the official language of the Group has been
English. This means that:
 individuals should be able to understand and speak English;
 all documents to be widely distributed or used for collective/international work must be
written in English, or have English version made available.
Common communication methods & tools. Whilst we make full use of all technological means of
communication, it is important for effective collaboration to meet face-to-face where appropriate.
Technological means are in constant progress. Up to date technologies encompass not only the mail but
also:
GIMS for instant messaging and web conference allowing document/desktop sharing simultaneous with
conference call;
Video conferencing via lvis.capgemini.com;
Capgemini Yammer social network (www.yammer.com/capgemini).
Common communications. To support the coherence and efficiency of the Group, every employee
should have access to Group news and existing Group communications.
Common attitudes. While a common language is critical for efficient communication, a mindset of
cooperation and collaboration requires the ability to express oneself properly and the ability to listen to
others and to respect diverse opinions.
Common rules. Every team member should ensure a professional attitude at all times, whether in
person, on the phone or through electronic communications. Punctuality, answering messages quickly,
notice/greetings messages in both English and local language on telephones is important.
At no time may team members make offensive or inappropriate remarks about the Group, our clients or
our competitors.
3. Group Governance
Cap Gemini S.A. is a French joint stock company (“Société Anonyme”). The Group comprises Cap
Gemini S.A., the listed company (the Company) and its subsidiaries. “Capgemini” (one word) is the
brand name used by the Group. The majority of the Group’s subsidiaries are registered using Capgemini.
However Cap Gemini S.A. is the name used by the external financial community, as this is the legal
name for the listed company.
The Governance of the Group – the ‘Group Management Bodies’ comprises two parts:
 Group Corporate Governance – legally mandated bodies comprising the Board of
Directors, the CEO and Chairman of the Board, the Board Members and Specialized
Committees of the Board.
 Group Operational Governance – the management bodies required for effective
operational control of the Group.
3.1 Group Corporate Governance

The Board of Directors, meeting on April 4th, 2012, decided a reunified governance in which the
functions of Chairman of the Board of Directors and of Group CEO are held by the same person (the
“CEO and Chairman of the Board”), as of the date of May 24th, 2012.
3.1.1 Board of Directors

The Board of Directors is a body that represents all shareholders collectively. It is required to act at all
times in the interests of the Group, it determines overall strategies and oversees their implementation.
All major strategic decisions and decisions material to the financial position or the commitments of the
Group must receive prior approval from the Board of Directors.
The Board of Directors is elected at Shareholders’ Meetings. The Board of Directors meets as often as
required and at least six times a year and is run according to detailed internal operating rules. Members
of the Board of Directors are required to notify any conflicts of interest and in the event of permanent
conflict, should resign from the Board of Directors.
As authorized in Cap Gemini S.A. by-laws, non-voting Directors (“Censeurs”) elected by the
Shareholders’ Meeting attend the Board of Directors meetings as non-voting members.
3.1.2 The Chairman of the Board and the Board of Directors

The Chairman of the Board is elected by the Board of Directors. The role of Chairman must be fulfilled
by one person only. The Chairman represents the Board of Directors, organizes and manages the work
carried out by the Board of Directors and oversees the Group’s Management Bodies as well as the proper
implementation of Board of Directors decisions.
3.1.3 Specialized Committees of the Board of Directors
The Board of Directors has set up several specialized committees (the “Committees”) which derive from
it and which act under its authority. They are responsible for examining or preparing matters falling
within their terms of reference, making proposals and formulating opinions to the Board of Directors
concerning decisions to be made by the Board of Directors. They have a consultative role only. Four
Committees have been set up:
The Audit Committee whose charter is to follow-up questions concerning the preparation and control
of accounting and financial information and to assess the appropriateness of Group accounting standards
and the consistency of the accounting principles and methods used in the preparation of the consolidated
and statutory financial statements. It checks the efficiency of internal control and risk management
procedures and ensures the quality process to prepare published information. The Committee evaluates
the various engagements conducted by the statutory auditors and gives an opinion as to whether they
should be reappointed.
The Selection & Compensation Committee is tasked with monitoring the human resources policies
applied by Group companies to executive managerial positions and making sure that the policy is both
consistent – while complying with specific local requirements – and closely aligned with individual and
collective performances in the Business Unit to which the manager concerned belongs. It is consulted
by Group Management prior to any decisions concerning the appointment or replacement of Executive
Committee members and Strategic Business Unit directors. It informs the Chief Executive Officer of its
recommendations concerning proposals made by him in relation to the fixed and variable compensation
of these managers.
It presents its recommendations to the Board regarding the compensation of the corporate officers of
Cap Gemini S.A.
Finally, the Committee reviews the various schemes enabling employees to share in Group profits and
proposes to the Board of Directors the incentive instruments it considers appropriate and capable of
being implemented in Capgemini Group companies.
The Ethics & Governance Committee first mission is to ascertain the conformity and results of actions
implemented to ensure the promotion and respect of the seven core Values, notably the strict application
of the Group’s ethical principles, the practices related to the management of staff, the compliance of
commercial partnerships and alliances with the values of Honesty and Freedom of judgment, enabling
the guarantee of the Group’s full independence, and the application of prudential rules regarding
relations with shareholders and financial markets, and information supplied to them.
It is also tasked more generally with overseeing the application of best corporate governance practice
within Cap Gemini S.A. and its main subsidiaries.
The Strategy & Investment Committee whose charter is to study the various strategic options open to
the group to ensure its continued growth, improve its profitability and maintain its independence going
forward. It recommends the amount of investments required to implement each of these possible
strategies. It identifies and assesses the alliances or acquisitions which could facilitate or accelerate the
implementation of these strategies. Finally, the Committee recommends a choice to the Board (or at
least establishes an order of priority).
3.2 Group Operational Governance

Appointed by the Board of Directors, the role of Group CEO must be fulfilled by one person, who is
responsible for the general management of the Group. The Group CEO represents the Group in dealing
with third parties and has the highest powers to act in the name of the Group, except for those powers
granted by laws to the Board of Directors or to the General Shareholders’ Meeting. Internal rules of
operation stipulate that the Group CEO must seek and obtain prior approval from the Board of Directors
for any decision of major strategic importance.
The Group’s operational management bodies are defined by a memo issued by the Group CEO.
3.3 Equity-based incentive

Equity-based incentive grants aim to help Group members who actively contribute to the Group’s
success to become shareholders. They represent a sign of mutual confidence in the future for high
potential team members. It is specified that equity-based incentive be granted in a discretionary manner
by the Cap Gemini S.A. Board of Directors acting upon the initiative of the CEO and Chairman of the
Board. All team members of the Group are eligible whatever their role or level.
Equity-based incentive grant conditions: Equity-based incentive may be granted to team members
who have shown an outstanding performance and a bold attitude in their professional activities.
Although these conditions are necessary to qualify as a potential beneficiary, the grant decision remains
discretionary.
 Generally, a beneficiary may not be granted equity-based incentive more than once
within a 12-month period;
 Equity-based incentive may under no circumstances be considered as part of the
beneficiaries’ compensation;
 No commitment can be made to any person (Group employee or candidate) about the
grant of equity-based incentive.
4. Group Organization
4.1 Legal Structure

A certain number of rules are necessary to maintain a simple and homogenous legal structure in the
Group, while minimizing risks and costs. To ensure consistency within the Group, decisions relating to
legal structures are exclusively made by the CEO and Chairman of the Board upon recommendation of
the Corporate Legal Department. These include decisions relating to:
 Significant internal restructuring operations;
 Changes in share capital, capital structure of a company and by-laws;
 Composition of the Boards of Directors (or of the equivalent bodies) or amendments to
them;
 Creation or liquidation of a legal entity or of a branch office.
New companies are only set up if they will serve a valid purpose and must be based on a business plan
for which the relevant manager is responsible. The operational manager should recommend Corporate
Legal Department the liquidation (under Group control) of companies that serve no purpose.
The Legal Head of each company is the highest-level statutory representative, responsible for
performing legal formalities, managing staff representative relations and representing the company in
lawsuits. Like Board of Directors members, he/she is prohibited from:
 Obtaining an overdraft or a loan for his/her personal benefit from the company, and
 Using the company as guarantee or endorsing any personal commitments to a third party.
Specific conventions, contractual arrangements or commercial relationships between a legal

representative of an affiliate (Chairman of the Board and CEO, Non-executive Directors, etc.) and any
affiliate of the Group, have to be formally approved by the Board of Directors of the granting affiliate
and should be disclosed to the ultimate parent company (Cap Gemini S.A.). Such conventions, contracts
or agreements might be subject to public disclosure (as it is the case in France and in many other
countries), and submitted for review by the external auditors prior to being published in the Financial
Annual Report of Cap Gemini S.A.
4.2 Group Operating Model

Our operating model is based on the principle of decentralization with light central structures and a
significant delegation of power for day-to-day operations. This decentralization has the advantage of
giving the Group flexibility to respond to our customers’ demands and changes within our industry and
markets, better enabling innovation of products and services. The counterpart of this decentralization
and entrepreneurship is the respect of mandatory common rules and processes which allow us to be One
Group, functioning efficiently together. The Blue Book provides these common rules and processes.
Our Operating Model is designed to give us direct access to the market across our geographies with a
balanced mix of our core capabilities in consulting, technology and outsourcing, our Sector expertise, a
focus on major accounts and leveraging an industrialized global delivery capability in the most effective
way possible for our clients and our business. Details of our Group Operating model can be found on
the Talent Infocenter.
To provide the best solutions to meet clients’ expectations and market trends, Capgemini has
implemented a new operating organization. On June 2012, its activity is structured in the following way:
 First, around six Strategic Business Units covering the major technological
developments:
o Capgemini Consulting,
oLocal Professional Services (Sogeti),
oInfrastructure Services, i.e., the design, construction and maintenance of clients’
IT infrastructures,
o two SBUs Application Services One and Application Services Two, regrouping
systems integrations and applications maintenance in two geographic entities,
o Business Process Outsourcing (BPO).
 Second, around three operational units dedicated to the development of new geographies
(China and Latin America) and new business models (including Prosodie).
4.3 Group Operating Structure

Our operating structure is based on the principle of having clear profit & loss (P&L) ownership – with
P&L organizations close to operational structures. It is built to create and develop professional
communities and encourages multi-disciplinary work.
The Group is built up by assembling the appropriate combination of Business Units (BU), each BU
having its own operational P&L.
4.3.1 Business Unit (BU)

The BU is the basic operating unit within the Group. Each must have a critical mass and each has a P&L
and a set of appropriate Key Performance Indicators (KPIs) reflecting both Group taxonomies and
Business Models. Under the responsibility of a manager, it has its own channels to market, it manages
delivery and professional development of team members and it monitors its performance against a set
of measurable objectives.
4.3.2 Strategic Business Unit (SBU)

The Strategic Business Unit (SBU) is an organizational unit built up by assembling an appropriate
combination of BUs aligned with group taxonomies to provide the best possible coverage of global
markets.
An SBU has a management team with specified roles, responsibilities and operating rules. This team is
responsible for delivering agreed financial objectives and for taking corrective actions to monitor
financial forecasts.
4.4 Group Central Functions

Group Central Functions support our SBUs, BUs and geographies.
The following sections summarize their key missions whilst further details on their policies and
processes can be found in Part Two of the Blue Book.
4.4.1 Group Finance

4.4.1.1 Finance Mission
The main missions of the Finance Departments either at Group, SBU, country or BU levels are to:
 Control our business with the following objectives:
o Guarantee the quality, consistency, completeness and compliancy of financial and
operational measurements through common references, business rules, and
processes;
o Obtain, verify, process, and correctly report all financial information needed to
manage the Group, the SBUs, BUs, geographies and operations;
o Maintain a sound internal control environment;
o Prepare financial information to be released to third parties (shareholders,
investors, partners, economic and financial press, legal and social third parties);
o Enable the protection of Group’s assets.
 Assist and support operations in managing business through:

o Lifting the performance of the business;
o Identification and monitoring of main financial KPIs,
o Actions to improve profit and cash;
o Actions to collect receivables;
o Actions to reduce costs;
o Preparation and coordination of budgets and forecasts to draw-up managerial
responsibility frameworks for future results assessment;
o An ad-hoc management information system and network;
o Analysis of results, action plans and advice to help management improve
efficiency and financial results as well as assess the financial consequences of
strategic decisions.
 In addition, at Group central level, optimize Group tax and financial structure, manage
Group financial communication and comply with Stock Exchange publications
requirements.
Financial processes should allow the Group to manage and report accurate and consistent data, the key
components of these processes being the policies, procedures and organizational structures governing
Group financial management.
4.4.1.2 Responsibilities of Group Finance Departments

Group Finance is made up of a number of departments each with a manager reporting to the Group CFO.
The departments have the following responsibilities:
 Budgeting and reporting processes, business controlling and the preparation of the
Group’s consolidated Financial Statements;
 Optimizing the Group tax and financial structure, treasury function, insurance relations,
commitments (notably real estate) and the deal review process;
 Managing the financial matters of the parent companies and the relationship with
external auditors;
 Managing financial communications and relations with the financial community;
 Managing any external growth/disposal operations in the Group;
 Managing changes to the Group’s financial rules, processes and systems.
In addition, IT department (Global ITICS) is in charge of infrastructure, communication systems and

applications. Procurement is in charge of defining sourcing strategies and policies, and implementing
and monitoring purchasing processes.
4.4.2 Group General Secretary

The Group General Secretary organization is made up of the Ethics & Compliance Department, the
Group Legal Department, the Corporate Legal Department, the Human Resources Department (HR) and
the Group University.
4.4.2.1 Ethics & Compliance objectives

The Ethics & Compliance program aims at contributing to enhance a sustainable ethical culture in which
an integrity mindset and an ethical behavior are the norm and favoring an environment and mindset
where each manager and employee feels justified in identifying sources of concerns and escalating them.
The SBU/BU manager is accountable for ethics and compliance in his/her respective Unit(s). He/she is
also accountable for achieving the E&C program. The E&C program works on an ongoing basis. This
role includes developing and implementing initiatives to improve compliance for all operational and
functional units. Compliance encompasses international, national and local laws and regulations and
internal guidelines, procedures and policies that govern our operations as a Group
The Chief Ethics & Compliance Officer (CECO) is responsible for the Ethics & Compliance program
for the entire Group. This role includes developing and implementing initiatives to improve compliance
for all operational and functional units or departments, in coordination with (i) the relevant operational
and functional unit heads, (ii) the General Counsel – Ethics & Compliance Officer, and (iii) the Group
General Counsel (GGC).
The CECO coordinates the E&C program within the entire Group and reviews and evaluates E&C issues
and advises managers and employees.
The General Counsel – Ethics & Compliance Officer (GC ECO) is responsible for the Ethics &
Compliance program within the geography for which he/she is appointed. This role includes developing
and implementing (either by managing or controlling) initiatives to improve compliance for all local
operational and functional units or departments in coordination with (i) the CECO, (ii) the relevant local
operational and functional unit heads and (iii) GGC.
Each GC ECO coordinates the E&C program within the geography for which he/she is appointed, and
reviews and evaluates E&C issues and advises managers and employees.
GC ECOs have unlimited access to information and documents in the country concerned. That same
country will provide all the necessary resources to enable the ECO to fulfill his/her role.
ECOs may, from time to time where needed, create a local Consulting Ethical Committee (ECO being
the secretary). During local Internal Audit missions, it is recommended that the GC ECO attends the
introductory and the closing meetings.
4.4.2.2 Legal Mission

The mission of the Group Legal Department is to participate in the Group's development by facilitating
profitable business through professional, responsive and pragmatic legal support to all the Group’s
activities.
In particular, we aim to:

 Strike a fair balance between Group commercial interests and those of our clients,
partners and suppliers in order to establish and foster long-term relationships, while
mitigating risks;
 Advocate ethical business practices and true adherence to the Group’s values, and
participate with all other relevant departments to the deployment of actions destined to
ensure that our business is compliant with applicable laws and regulations;
 Fulfill our fiduciary duty to BU, SBU and Group Management as well as to the Group’s
shareholders;
 Assist our sales and business executives in their decision-making process through the
recognition and understanding of legal issues and risks;
 Assist the delivery teams in complying with and enforcing contractual terms post-sales;
 Help maintain a simple and homogeneous legal structure in the Group;
 Protect the intellectual property and assets of the Group and safeguard our reputation in
the market place;
 Participate with all other relevant departments to the deployment of actions destined to
ensure compliance with Group Contracting Principles;
 Prevent disputes, advise on protecting Group’s interests in any disputes and manage
litigations.
4.4.2.3 Human Resources Mission
The mission of Group HR is to drive the way in which the Group deals with the human aspect of our
business to make it a strong differentiator in the market place. The ability to attract, motivate, develop
and retain talented individuals is based on the quality of the relationships we can build and on the
wealth of options we can offer, in order to best meet the aspirations and needs of our people.
Our Group Human Resources mission is to:

 Ensure the adoption of Group Principles and Values across the Group;
 Drive and audit the implementation of consistent HR practices across the Group on
developing a performance culture; career development; compensation; employee
communications, feedback and employee surveys; and HR Benchmarking, Corporate
Social Responsibility and Diversity;
 Directly drive all matters related to VP recruitment, compensation and equity-based
incentives;
 Define and set the Group HR priorities in line with overall Group and SBUs priorities;
 Define and set the employee relation agenda and chairs the IWC;
 Implement and manage the global HR system supporting the people management
process across the group;
 Define and promote an employer branding and an excellent candidate experience
throughout the Group.
4.4.2.4 Group University Mission

The University is the heart, home and hub of the Group for learning.
Its mission is to:
 Develop the competencies and capabilities of our people that are essential to Group
priorities and performance;
 Partner with business to deploy content on Capgemini-specific differentiators, know-
how and industry standards;
 Create Next Generation Learning that challenges and supports the participants while
facilitating and incubating networking within and across our communities;
 Leverage our rich history and benchmark with best-in-class learning organizations to
guarantee demonstrated excellence.
4.4.2.5 Group Corporate Social Responsibility (CSR) and Sustainability

Mission
Our CSR and Sustainability mission is based upon the following six pillars underpinning all aspects of
our business, addressing our impacts and ensuring we meet stakeholder expectations:
 Leadership, Values & Ethics: The way we work and behave. Ensuring we say what we
do, and do what we say and uphold our Values and Code of Business Ethics;
 Our People: Employees and the workplace. We are committed to being a responsible
employer whom people choose to work for;
 Clients: Collaborating with our clients. We undertake to understand their real business
needs and strive to deliver long-lasting value with tangible results and to support them
in achieving their sustainability objectives;
 Communities: Ensuring a positive impact on the communities in which we live and
operate.
 Suppliers & Business Partners: Working closely with suppliers and business partners.
We work with our suppliers and commit to sound and sustainable procurement
procedures;
 The Environment: Recognizing our impact on the environment. We strive to reduce any
negative environmental impacts in the areas most relevant to our business.
4.4.3 Group Strategy
The Group Strategy mission is to assist the Board of Directors, its Strategic and Investments Committee,
the CEO and Chairman of the Board in defining:
 the Group Strategy;
 related investments including acquisitions or divestitures;
 transformation of our portfolio of services, sectors or geographies.
It is also responsible for helping Strategic Business Units and their Business Units develop their own
strategies and transformation actions in line with the Group directions.
4.4.3.1 Strategy Definition
In particular, Group Strategy is responsible for:
 Market watch, including monitoring the evolution of clients’ requirements and changes
in buying patterns;
 Competitive Intelligence, including the Group positioning in its disciplines, sectors and
geographies;
 The Group Strategic Process, which is a yearly cycle and managed with Group
Finance, including the alignment of BUs’ and SBUs’ strategies with the Group
directions;
 Developing our Strategy proposition for the Group and its main implications, for
discussion with the Strategy and Investment Committee and approval by the Board of
Directors.
 Defining the Group transformation agenda, to be approved by the CEO and Chairman
of the Board.
4.4.3.2 Strategy Implementation

Group Strategy is responsible for:
 Managing Group Transformation programs to significantly enhance the performance of
BUs and SBUs;
 Acquisitions, including the generation of opportunities in line with our strategy,
qualification of potential targets, and planning and management of the integration
process. The execution of acquisitions is carried out in collaboration with the Mergers &
Acquisitions department of Group Finance.
4.4.4 Group Internal Audit

4.4.4.1 Mission and Organization
The Capgemini Group has a single Internal Audit Department. The Internal Audit Department operates
independently and reports to the CEO and Chairman of the Board. Group Internal Audit’s activity plays
an important role in the Group’s corporate governance. It provides an independent, systematic,
disciplined approach to evaluating and improving risk management, control and governance processes
throughout the Group.
The main objectives of Internal Audit are to:

 Verify that Group fundamentals, guidelines and policies are complied with, and that they
are supplemented with sufficient local procedures to provide reasonable assurance that
operational Units have implemented effective, efficient internal controls;
 Bring to the attention of the CEO and Chairman of the Board any significant issue or
situation identified, and inform him of the causes of the deficiencies found.
The Group Internal Audit Department may visit any of the Group structures (companies, SBUs, BUs)
to carry out an internal audit. All of the Group’s structures are subject to an internal audit within a
maximum of two years following their creation or previous audit. Each Business Unit is audited in line
with a bi-annual program that the CEO and Chairman of the Board has the power to modify in the event
of a contingency (e.g., delays, irregularities or major divergence from budgetary commitments).
The Internal Audit Team has unrestricted access to all functions, records, property and people that may
help it in its assignment. Internal Audit is authorized to obtain any assistance it requires from the people
in the Unit being audited. It may also obtain specialized services from within or outside the organization.
Group Internal Audit applies the Standards for the Professional Practice of Internal Auditing of the
Institute of Internal Auditors to its activity. In addition to the Group’s Code of Business Ethics, internal
auditors abide by the Code of Ethics of Capgemini Internal Auditors, which is based on the Institute of
Internal Auditors’ Code of Ethics.
4.4.4.2 Scope of Audit Work

The internal audit covers operational and financial areas at both SBU and BU levels. In addition, Internal
Audit may perform special assignments upon the CEO and Chairman of the Board request and, when
called for by special circumstances, may provide a Group Unit with assistance
4.4.4.3 Audit preparation and field work

Once the audit assignment has been determined, the Management of the structure concerned is informed
in advance. Management should provide all necessary and/or requested information to prepare an
effective audit: general documents, organizational changes made since the previous audit, information
on specific areas of investigation, etc. Prior to the beginning of the audit mission, Management should
schedule the interviews requested by Internal Audit. Members of the Management should make
themselves and their employees available during the audit fieldwork so as to ensure the audit runs
smoothly. It is recommended that the Ethics & Compliance Officer attends the introduction meeting and
the closing meeting of the audit mission. Internal Audit allocates the team, determines the scope and
length of the work, and applies the techniques required to accomplish its audit objectives.
4.4.4.4 Internal audit reporting

Audit conclusions are reported in two stages: a field report and a Group final report. Directly following
audit fieldwork, a field report is issued for the definition of an action plan under the authority of the
Business Unit Manager. Once the planned actions have been completed, a Group final report is
communicated to Group Management.
4.4.4.5 Field report

Once the audit fieldwork has been carried out, the auditors orally present their preliminary findings to
the Unit's Management team. These Managers are given the opportunity to provide explanations or bring
to light new information. Following this open discussion, audit conclusions are finalized by the Internal
Audit Team and a field report is sent to the Unit Manager. The audited Unit Manager is required to
record management comments and an action plan for each recommendation in a centralized Group
Internal Audit database. The Unit Manager is then responsible for ensuring the actions are implemented
and that their status is regularly updated in the Group Internal Audit database. The field report
commented by the Unit Management is then sent to the appropriate SBU Management.
4.4.4.6 Group final report

The Group final report is submitted to the CEO and Chairman of the Board, the Group CFO, the Group
General Secretary, the SBU Manager and the BU Manager, once the implementation status of actions
has reached an adequate level. The report includes an executive summary assessing overall control
within the Unit, with a summary of the action plan completion. This is followed by a background section
giving information about the Unit’s results and business. Finally, there is a detailed report, which
provides a description of the control weaknesses noted, together with the recommendations made by the
Internal Audit Department, the related management comments and the implementation status of the
Unit’s action plans.
The Group final report has a green, yellow or red cover depending on the quality of the internal control
environment, and the seriousness of the deficiencies and issues or situations identified. When
deficiencies detected are so serious that a red report seems likely, the Group Chief Audit Officer releases
a warning report to the CEO and Chairman of the Board immediately after completion of audit
fieldwork. A draft report is then prepared, according to the usual audit process.
4.4.4.7 Confidentiality of audit reporting

The internal audit reports (field report and Group final report) are strictly confidential and are sent to a
limited list of people approved by the CEO and Chairman of the Board. This list includes the audited
Unit Manager, the SBU Manager and those Group Managers who are in a position to take corrective
actions or ensure that corrective actions are taken. Under no circumstances should the reports be
reproduced or distributed outside the list of addressees. It is the responsibility of the audited Unit
Manager to inform his/her Management Team of the audit conclusions.
4.4.5 Group Communication

The Group Communication Department:
 Creates, delivers and monitors a Group-wide internal and external communication
strategy;
 Protects the Group Brands as key competitive assets;
 Creates, delivers and drives consistent programs to local and global audiences, both
internally and externally to promote the strategic business development of the Group in
the marketplace;
 Informs and engages employees by ensuring the smooth functioning of the Group
internal communication operations;
 Coordinates regional and discipline communications teams.
More specifically, the Group Communication Department is responsible for:

 Internal communications;
 Corporate Identity Guidelines;
 Branding;
 Advertising;
 Public Relations;
 Web management;
 Sponsorship;
 The Group’s Annual Report;
 External publications;
 Communication of the Group Transformation programs.
4.4.6 Global Marketing Mission

Capgemini’s marketing organization is a Group function that maps across regions, sectors, disciplines
and alliances. Working closely with Group Communications and Group Sales, Global Marketing’s goal
is to develop and implement marketing programs to support sales growth and market recognition.
The marketing organization comprises a Global Marketing team that ensures regular coordination with
other entities and countries. The focus of the Global Team is to support sales, build more coherence
within the Group to reduce costs and increase the value of marketing to the Group and to develop
strategic marketing plans to support sales and external positioning. Global Marketing’s main areas of
focus include:
 Developing thought leadership publications;
 Supporting targeted sector and discipline multi-channel campaigns;
 Developing and improving marketing tools;
 Influencing the market analyst community.
4.4.7 Group Sales and Portfolio
4.4.7.1 Group Sales and Portfolio mission
Group Sales and Portfolio provides leadership for Sales by defining and driving a common agenda for
the development and evolution of all the business development activities of the Group.
This includes promoting, and in some cases sponsoring, initiatives that improve efficiency and/or drive
consistency in our end-to-end business development including definition, deployment and operation of
sales processes and tools, management and evolution of the HR framework for sales personal
development, and provision of global sales functions in industrialized offshore teams. In addition it
provides a framework for the management and transformation of our portfolio of offerings and solutions.
To achieve these outcomes, Group Sales and Portfolio works closely with the Global Sales Officers
(GSO’s) of the Sales teams of the Strategic Business Units (SBU’s) and the Country Board Secretaries
of the seven main countries.
4.4.7.2 Responsibilities
Group Sales and Portfolio responsibilities include the development and evolution of our Growth
Engines, which include:
 Global Channels and Partners through centralized management of our strategic partners and
alliances. Part of this responsibility is the definition, evolution and driving of Partner Growth
initiatives (PGI’s) with selected partners.
 Global Sectors which provide industry expertise and insight through direct support and
offshore Centers of Excellence, in particular for specific segment based offerings called Sector
Growth Initiatives (SGIs)
 Top Line Initiatives (TLIs) which drive a focused approach to accelerate growth in specific
business areas by positioning the Group as thought leaders with clients, alliance partners,
advisors analysts and journalists and by supporting sales across the Capgemini Group.
In addition GS&P provides:
 Core Functions including the consolidation of all Sales activity across the Group, coupled with
some centrally managed and funded services directed at homogenizing Group-wide Sales
Processes and tools, Sales Support and Sales Management.
 Portfolio Transformation which is the adoption of a systematic approach to managing what

we sell, with the goal of shifting our total Portfolio to two thirds managed offers. This includes
ensuring that what we sell, how we sell and what we deliver aligns with current and future
market expectations.
4.4.8 Chief Technology Officer and IP Board
4.4.8.1 Context and Mission

IP Board is a governance body set up to manage the Investment process into IP assets of the group. It
comprises representatives from all SBUs and most central functions. The mission of the IP Board is to:
Control our significant IP-related internal investments including GO/NO GO for building solutions,
funding decisions and capitalization opportunity review, and
Govern the Global IP Solution Catalogue: IP board manages entry and exit of IP Solutions in the Global
Catalogue in order for the Group to remain focused on a limited number of IP solutions.
4.4.8.2 Governance of the Investment Process:
The IP Board authority on IP Investments is governed by two thresholds.
 Decision threshold: BU manager must obtain prior approval from the IP Board for any IP
investment in excess of 500 person-days OR the equivalent in local currency of €300,000,
which-ever is reached first.
 Information threshold: BU manager must inform the IP Board for any IP investments in excess
of 200 person-days OR the equivalent in local currency of €120,000, which-ever is reached first.
However, investment can be committed before informing the IP Board.
The thresholds are cumulative - even a small incremental investment over passing one of the threshold
above is sufficient to consider that it is reached and the IP Board must either authorize any new expense
related to the IP investment or be informed. The value of an IP investment should be considered all in
all and irrespective of the fact that one IP investment could be made of several small IP investments
each individually below the above thresholds.
The IP Board Authority is independent of the funding origin. Indeed, BU/SBU/Sectors- 100% funded
IP projects must be submitted also to the IP Board in accordance with the above thresholds.
The IP Board deals with IP-related investment only, not all investments. In that way, the IP Board does
not deal with external investments, even if they involve IP acquisition (M&A). IP Board does not decide
upon investments where ROI is fully secured by the first deal (e.g., client commits on volumes…) as
this is GRB role.
4.4.8.3 IP Board Members Nomination:

IP Board Chairman is appointed by Group CEO. IP Board Members are appointed by the Chairman.
4.4.9 The Group Investment Committee

4.4.9.1 Group Investment Committee (GIC) objectives
 Review and issue recommendation on major investment or long-term spend
commitment;
 GIC provides recommendation to GMB member in charge of the business scope or
Group CEO (depending on threshold – see below). In case of misalignment, final
arbitrage will be made by the CEO;
 Ensure follow-up of investments / financial commitment ;
 Provide GMB and GEC visibility on Group investments.
4.4.9.2 Scope of the GIC

Any investment or assimilated spend needed for Group activity/business, budgeted or not, excluding
however:
 M&A related investments  dealt with in Acquisition Review Board (see section 12);
 Client project dedicated investment*  dealt with in Group Review Board (see section
7).
* Equipment or other investment related to client project, 100% absorbed (depreciated) over firm deal duration.
GIC will also cover transactions over a certain size that translate into a multi-year financial commitment
for the Group, on or off balance sheet (operating leases, sourcing commitments, etc…) or restructuring
spend.
Thresholds for GIC review
Scope GIC review CEO Approval

1. IT equipment own needs / internal development costs >€ 2m >€ 5m
2. Office space
- Real estate financial commitment value, or >€ 5m >€ 10m
- Facilities related capex >€ 2m >€ 10m
3. Common (reusable) assets /Multi client investments (1)
- Capitalization of internal work >€ 1m >€ 5m
- Other investment including HW, SW… >€ 5m >€ 10m
(1)covers any asset for client direct use that cannot be
allocated/amortized on one unique client project ; typically
investment cases escalated through IP Board entailing cost
capitalization or capex would fall into this category
4. Sourcing/purchase commitments or operating leases >€ 3m >€ 10m
5. Divestment(2)/ write-off of any above mentioned item >€ 1m >€ 5m
(2)Excluding disposal of operating equipment as part of usual refresh
(ex. PC)
6. Restructuring envelope >€ 1m >€ 5m
Important note: all existing rules remain in place (e.g., any restructuring or capitalization
needs to be approved at Group level); no need GIC review is required if they are below
the above mentioned thresholds.
4.4.9.3 Composition of the GIC

 Permanent members: Group CFO, Group Deputy CFO (as secretary of the GIC)
 Rotating every 12 months: 1 GMB Member, 1 SBU CFO, 1 GEC Member
4.4.9.4 Operating guidelines

 Early escalation
 Investment shall be put in the GIC radar as soon as the investment need is identified, to
allow for structuring guidance to be provided by the GIC.
 It is not acceptable to escalate a request to the GIC after all negotiations are finalized.
 When the investment entails external purchases (hw, sw, or services), it is mandatory to
involve the Procurement department in the discussions with the supplier(s).
 IP board approval is a pre-requisite as an input to the GIC when investment relates to an
IP-based solution.
 Escalation process
 GIC meets every month (or upon request in case of urgency);
 Documentation shall be sent to GIC members 3 business days before the GIC meeting is
called;
 Investment case is instructed and escalated by SBU CFO (with sign off of Group CRE
for real estate) or Head of Global IT as appropriate;
 Representative of the submitting SBU/BU/Function will present the request to the GIC.
4.4.10 Group Delivery & Knowledge Management

4.4.10.1 Group Delivery
Optimizing the delivery of the Group’s services at all levels is one of the cornerstones of the Group’s
success. The Group Delivery team aims to drive delivery excellence by:
 Getting complex and red projects under control by the use of ‘Flying squad’ reviews to
provide best practices during the bid and project start-up and when necessary, during
project delivery – leading to an overall reduction in project overruns;
 Working with the Delivery network, the units and disciplines to enhance delivery
capability through the roll out of appropriate practices, tools, platforms, and the sharing
of internal best practices. This is to ensure a common set of tools and standards are used
across all geographies and SBUs.
 Facilitation and certification for levels 4&3 of delivery communities comprising
Engagement Managers, Software Engineers and Architects;
 Monitoring of the delivery KPIs, including DVI, certifications, client satisfaction
through OTACE (On Time and At Client Expectations).
4.4.10.2 Knowledge Management (KM)

Our ability to capture and leverage the experience of our professionals allows us to improve the
performance of our clients as well as our own. Knowledge sharing is key to being competitive in the
marketplace, quickly innovating by building on what we already know and differentiating our services.
Knowledge learned from our client experiences does not belong to individuals or business units but to
the whole company. This knowledge must be capitalized and shared in order to facilitate further reuse.
Knowledge Management is the process to manage these intellectual assets in the best way between
Regions, Strategic Business Units, Sectors and Disciplines to the benefit of sales and delivery
effectiveness.
There are three primary elements in KM: knowledge content, knowledge processes and knowledge
platforms.
4.4.11 Group IT
The mission of the Group IT organization is to provide a leading quality internal technical environment
in order to for them to:
 Deliver and sell world-class services to our clients trans-nationally;
 Communicate and share information Group-wide in a secure and consistent way; and
 Contribute to the cost effectiveness and competitiveness of our business processes.
Group IT responsibility is on ITICS (Information Technologies & Information Communication

Services) which covers:
 Personal productivity tools: i.e., any devices personally attributed to Group employees,
mainly PCs and PDAs;
 Telephony: fixed and mobile voice traffic and related telephony equipment and call
services;
 Infrastructure: the foundation technology used to deliver network services, associated
facilities and utility applications (e-mail, directory, security devices, etc);
 Business applications: i.e., all internal applications supporting business processes; and
 Management of the global IT organization.
Group ITICS does NOT cover IT products & services directly allocated to Operations and Client
engagements.
4.4.12 Group Procurement

The mission of Procurement is to contribute significantly to Group competitiveness through the
implementation of world class sourcing strategies, supplier contracts, tools, methods and organization,
thus enabling it to fully leverage and take advantage of the Group’s global purchasing power.
Procurement is responsible for the purchasing of all the Group’s external requirements together with the
management of supplier relationships. It is also responsible for supplier contract negotiation and
management. Its objective is to obtain the best available offers and solutions through a total cost of
ownership (TCO) approach encompassing price, quality, time, service, and innovation.
Group Procurement manages the global Procurement Organization and the Global Procurement Process
and System (GPS).
Global Procurement contracts and Global Procurement System (GPS):
Global Procurement contracts, i.e., which involve several SBUs, are negotiated and managed at Group
level. Negotiations of Global Procurement contracts are based on internal best practices or rules. Once
negotiated by Global Procurement, the use of such a Global Procurement contract is mandatory.
GPS must be used as the global system to help find and purchase the required goods and services through
mandatory or preferred suppliers, as well as to manage the approvals and process flow from any
purchase order to invoicing.
There are strategic categories of expenditure that are directly managed at Group Level with specific
supplier agreements, specific processes and approval rules: IT/Telco, External Resources, and Travel.
The Group Procurement team aims to drive procurement excellence by:
 Achieving best value for money and a TCO approach through the development of
global/regional (as appropriate) sourcing strategies;
 Setting the framework and direction for the development of global market and category
expertise;
 Measuring the adoption of Global Procurement negotiated contracts and managing

compliance to Global Procurement contracts, key to ensuring maximization benefits to
the Group;
 Optimizing and managing the Capgemini Supplier panel;
 Measuring and monitoring supplier quality, cost, delivery, service and risk management;
 Making sure all Procurement teams comply with the Group Code of Business Ethics,
the Group Anti-Corruption Policy and the Group’s Purchasing Handbook.
5. Authorization Process
5.1 Framework
As previously described, entrepreneurship is critical to our culture and this implies freedom to make
decisions at local operational unit levels. However, as a natural counterpart to the level of freedom
granted to managers, management decisions should be transparent and auditable under a consistent
model across the Group.
The system adopted to describe the decision-making process is based on simple rules describing
delegation of powers where a unique individual is accountable for each decision/action. This system,
abbreviated to RACI, stands for:
 R (Responsible) represents the level which prepares the groundwork for the decision and
which must then implement it;
 A (Accountable) is the level taking the decision and “liable” for it vis-à-vis the Group’s
shareholders and the Executive Committee. There should therefore be just one A for each
action;
 C (Consulted) signifies R’s duty to consult the mentioned people, whose opinion should
then be communicated directly to A;
 I (Informed) are those who need to be informed by A and R of the decision and its
implementation.
It is essential that all decisions are formally set out in writing (memorandums, notes, minutes, electronic
messages, etc.) and that evidence is kept by the people concerned (paper and electronic copies, etc.) as
sufficient proof, in order to resolve or avoid conflicts with third parties that may subsequently arise.
It is also essential that there is a clear decision-making process in order to achieve clarity of
responsibilities and an efficient management system. Decision processes must be based on the principle
of escalation. Some decisions are made at a given level and others at upper levels of the organization.
For instance, client proposals are to be reviewed at different levels in the organization, depending on
their level of risk. Decision escalation processes and thresholds must be clearly described and thresholds
should be revised and published at least once a year by the relevant authorities for all key functional
processes (Sales, Finance, People Management, Delivery Management, etc.).
It is each team member’s duty to reject any request or refuse to make or endorse any decision when to
do so would be clearly against Group rules.
5.1.1 The “One over One” Rule

The “one over one” rule is a key decision process where management decisions concerning level n
should be proposed by n+1 level and approved by the n+2 level, on the basis of the applicable
delegations of authority.
This rule applies in particular for important decisions regarding employees’ careers, including
recruitment, appointment, dismissal, remuneration, career management and variable compensation.
5.2 General Policy Decisions and Authorization Matrix
The level of risk under which the Group operates is increasing due to competitive pressure, the economic
and political environment and the growing complexity of services rendered. We therefore need to find
the right balance between a decentralized decision process, the need to operate within a common
operating model and the need to identify and control our risks, while being responsive, adaptive and
innovative.
Being listed on the Paris Stock Exchange also requires applying consistent methods Group-wide, to
ensure a true and fair view to stakeholders. To that extent, having a clear set of rules regarding delegation
of authority is of the utmost importance. The three main decision making levels for major management
operations are:
 Group: this level refers to the accountability for the authorization resting with the Group
Management Bodies, even when the responsibility is delegated to the Executive
Committee or to a Group Functional Director.
 SBU: this level refers to the accountability for the authorization being given to the SBU
head, even when the responsibility is then delegated to a SBU Management Committee
member.
 BU: this level refers to the accountability for the authorization being given to the BU
head, even when the responsibility is then delegated to a BU Management Committee
member.
This Group Authorization Matrix is updated and communicated by the CEO and Chairman of the Board.
An SBU/BU has responsibility for designing its own Authorization Matrix and to communicate and
update it on a regular basis. However, it must be in full compliance with Group and/or SBU rules and
thresholds and must be authorized under the Group “One over One” rule. This authorization process
also applies to any variations from the Group travel expenses policies that are implemented locally.
5.2.1 Authorization Matrix

For simplicity, the Authorization Matrix below sets out the main decisions that have to be approved/
accountable at Group level.
GENERAL POLICIES
CEO and Chairman of
Group Operating Model and Structure
the Board
CEO and Chairman of
Group Taxonomies
the Board
CEO and Chairman of
Restructurations
the Board
CEO and Chairman of
Setting up or liquidation of a company or a joint venture
the Board
CEO and Chairman of
Acquisition / divesture of a company or part of a company
the Board
CEO and Chairman of
Amendments of by-laws, modification of the capital of a company
the Board / Board
CEO and Chairman of
Composition or amendments in companies’ Boards
the Board
CEO and Chairman of
SBU Authorization Matrix Approval
the Board
CEO and Chairman of
Group Values and Code of Business Ethics
the Board
SALES and ACCOUNT MANAGEMENT
GRB escalation thresholds (see BRM Talent page for details)
A. SPECIAL BUSINESS DEALS GRB
GRB escalation thresholds (see BRM Talent page for details)
B. VARIATIONS TO GROUP CONTRACTING PRINCIPLES GRB
 In the public sector:
 If a specific public sector deal is negotiable, all variations to the
Group contracting principles should be escalated to the Group for
approval.
 If a specific public sector deal is non-negotiable, variations to the
Group contracting principles should not be escalated to the
Group for approval unless the deal size exceeds the SBD
thresholds.
In the private sector: in all cases regardless of the thresholds.
C. GLOBAL FRAMEWORKS AGREEMENT WITH GRB
CLIENTS
i. Local Framework Agreements (i.e., only one country involved): no
escalation to Group is required unless there are variations to Group
Contracting Principles;
ii. Global Framework Agreements (i.e., more than one country involved):
negotiation is led at the headquarter office, with the support of the local
legal team, as requested, which may be empowered to conduct contract
negotiations, as the case may be.
D. REFERRAL FEES ARRANGEMENTS GRB
Not permitted unless specifically approved by GRB
E. AGREEMENTS AFFECTING SAFETY-CRITICAL GRB
OPERATIONS
F. SALES, BUSINESS DEVELOPMENT AGENTS AND
LOBBYISTS
Hiring of sales agents compensated for obtaining or retaining business for
GRB
the Group
Group General Counsel
Hiring external consultants whose role is to obtain or retain business for
and Chief Ethics &
the Group but who are not sales agent Compliance Officer
Hiring of lobbyists GRB
HR
People Management Framework Policy GEC
Global People Management Rules GEC
Recruitment CEO and Chairman of
SBU Heads & SBU Management Committee the Board
Career
Design of Competency models Group HR
Career decisions
Senior Managers and VPs promotion and review process GEC
SBU Heads & SBU Management Committee CEO and Chairman of
the Board
Team Member Satisfaction
Determination of satisfaction index questionnaire Group HR
Compensation
GEC
Senior Managers and VPs compensation scheme
GEC
Team Members compensation rules
Salary review for Senior Managers and VPs CEO and Chairman of
Variable Compensation Management (Senior Managers and VPs) the Board
GEC
International Assignment Services Policies Group HR
Personal Development
Design of Global Leadership training programs Group HR
FINANCE
Appointment of external auditors Shareholders
Definition of Group accounting principles Group CFO
Definition of Group reporting and consolidation principles Group CFO
CEO and
Budget process, targets and approvals Chairman of the
Board
CEO and
Chairman of the
External financial communication (investors, shareholders, analysts…)
Board and
Group CFO
Insurance Policy Group CFO
Insurance thresholds to be pre-approved Group CFO
Cash
Credit facilities requiring the subsidiary’s entering into a financing agreement (e.g.,
external loans) Group CFO
Other credit facilities with no financing agreement and > €20m Group CFO
Currency hedging > €500k Group CFO
Pledges of cash > €500k Group CFO
Travel expenses
Group Travel expense policy Group CFO
Group Reimbursement Policy Group CFO
Authorizing SBU Heads expense reports CEO and
Chairman of the
Board
Purchase, Lease and Commitments
Office & IT & Telco Subcontractors Other

premises
For internal >12 months or >36 months or >12 months or >36 months
use only €3m €1m €1m or €3m
Group CFO Group CIO Group CPO Group CFO
As part of a >12 months or >36 months or >12 months or >36 months
client €3m €3m €3m or €5m See table
service or Group CFO Group CPO Group CPO Group CFO
contract
Reseller Not applicable Not applicable Not applicable Not
activity – applicable
100% billed
to client
Any other operating & financial leases, third party guarantees, and other
commitments > 3 years or over €3m Group CFO
Capital Expenditures
Internal development costs for clients without client funding Group CFO
IP-related development costs > 500 person-days OR €300k without client funding IP Board
Internal development costs on client project not fully funded by an actual client
commitment GRB
Internal development costs for internal use apart from IT (see next page IT Section) Group CFO
Any investment (budgeted or not) alone or in aggregate > €3m, independently from
the financing option chosen apart from IT (see next page IT Section) Group CFO
LEGAL
CEO and Chairman of the
Define Group legal strategy
Board
Define Group Contracting Principles Group Legal
Legal review of contracts to be approved at Group level Group Legal
Legal negotiations of acquisition, divestiture, joint venture, of a company
Group Legal
or a part of company
Approval of variations to Group Contracting Principles Group Legal
Recourse to binding arbitration Group Legal
Approve initiation of claims > €750.000 Group Legal
Review litigation strategy on claims > €750.000 Group Legal
IT
Definition of standard guidelines and ITICS strategy
Board
Initiatives or project approvals for projects of internal initiatives or project
Group CIO
approval for internal development cost for internal use above €100K
COMMUNICATION & BRANDING

Definition of Group branding
Board
Defining web standards and guidelines Group Communication
Global external web site Group Communication
Advertising campaigns Group CEO
International Press release Group Communication
Communication of any market sensitive news
Board
SBU manager if <€15,000
per year or the Corporate
Sponsorship Marketing &
Communication
Department if > €15,000
SBU manager if <€15,000
per year or the Group
Charitable donations
General Secretary if >
€15,000
Part two:
Detailed Policies and
Guidelines
6. Sales
This chapter summarizes the principles and guidelines that create the framework for Business Unit (BU)
and SBU sales activity, which is managed by Group Sales and Portfolio. For full details on our sales
processes, tools, methodologies and templates please refer to the Group Sales and Portfolio Portal on
Talent.
Whilst GS&P define and evolve the Group framework, it is the responsibility of the BU and SBU Sales
management (where necessary supported by GS&P) to implement this in the management of Sales and
the Sales-Force.
6.1 Sales Management

Group Sales & Portfolio defines and drives Group-wide sales priorities across all SBU’s by providing
guidelines on key sales topics, developing and implementing initiatives to promote efficiency (and/or
consistency) and defining and evolving the underlying sales processes and tools. A key part of this
responsibility is monitoring the efficiency of Sales Management. Key responsibilities provided by
GS&P include:
Building and maintaining common reference systems and processes, including:

 The Collaborative Selling processes covering market planning through to sales closure;
 The Group’s Customer Relationship Management (CRM) tool, SPADE;
 Sales reporting structure;
 Sales Force Management Framework.
Providing common sales management tools:
 SPADE (SPADE CRM) and SPADE Portal and user level #1 support
 Winning Sales Plan (WSP);
 Sales Management Information System, Sales Insight;
 Sales Management Performance Scorecard;
 Management of the Sales League.
Enhancing efficiency and support the business through back-office support:
 The Sales Hotline;
 The Competitive Intelligence Center;
 Management of the Group Sales and Portfolio portal; communications to the Sales
community;
 Sales Knowledge Management.
Managing sales communities:
 Provision of common and Global Sales training;
 Management of the ACES program and event;
 Sales Remuneration Guidelines;
 Managing the community of CMA Account Executives.
BU Sales management is responsible for the management of sales teams in line with the policies and
guidelines set out above and ensuring that sales people are suitably trained and coached in line with
Group guidelines and their needs for the role that they are undertaking. SBU Sales Leadership is
responsible for setting goals for BU Sales management and measuring progress against these on a
regular basis.
For more information, please refer to the Group Sales and Portfolio Portal.
6.2 Opportunity Management
This section only applies to Application Services, Infrastructure Services and BPO.
Opportunities are managed on the basis of the Group’s standard selling methodology, Collaborative
Selling, and progress recorded in SPADE. The methodology is based on the concept of Winning Sales
Plans which are composed of 5 modules:
 Discovery
 Political Strategy
 Competitive Strategy
 Value Proposition
 Implementation Plan
Global Sales and Portfolio is responsible for the evolution and enhancement of Collaborative Selling
and the provision of supporting tools, SPADE and the Winning Sales Plan (WSP). BU’s are responsible
for the adoption, use and management of the methodology on relevant pursuits.
The production of a WSP is mandatory for all opportunities with a Total Contract Value:
 Exceeding €5m in SBU’s AppsOne and AppsTwo,
 Exceeding €10m in SBU’s Infrastructure Services and BPO.
The sales person in charge of the opportunity is responsible for complying with the Collaborative Selling
methodology, for implementing and refining his/her Winning Sales Plan and for having it reviewed
regularly via standard deal reviews as defined in Collaborative Selling and by Business Risk
Management (BRM). The sales person is also responsible for all data recorded in SPADE related to
his/her opportunity.
The BU (and/or SBU) is accountable for ensuring that all sales people are adequately equipped, that
opportunities are progressed at an appropriate pace and with suitable resources, that a mechanism is in
place to manage conflicting demands on resources and that Reviews are carried out rigorously and in a
timely manner.
6.3 Account Management

The Account Management process is critical to ensure the effectiveness and efficiency of our ongoing
business development activities within our accounts.
6.3.1 Client Segmentation and Portfolio

Successful Account Management starts with thorough client segmentation. Segmentation is performed
on an annual basis or more frequently, driven by Group Sales but executed by the BUs, using the
KARMA methodology which classifies the accounts in 4 categories:
 Strategic accounts - Accounts with high attractiveness where Capgemini is already well
positioned and we decide to invest for strong growth, increased market share and higher
positioning;
 Anchor accounts – Accounts where Capgemini is well positioned with sustained
revenues but with limited potential for growth;
 Target accounts – Accounts with high attractiveness where Capgemini has a small
footprint and decides to invest for strong growth;
 Transactional accounts – The rest of the accounts.
For more information, please refer to the Group Sales and Portfolio Portal.
On the basis of this segmentation the BU’s develop a client portfolio and make decisions on business
development priorities, including the allocation of business development funds. They take into
consideration different factors (e.g., company size, volume, risk, business opportunity). The Business
units should be able to demonstrate alignment between the client portfolio as defined through KARMA
and the allocation of BD resources.
6.3.2 Accounts Governance

Account Management operates at many levels within the Group. Locally, individual accounts are
managed within business units. A number of Corporate Managed Accounts (CMA) are defined in our
major geographies (North America, France, United Kingdom, Germany, the Netherlands, Sweden and
China). They are supported by Country Boards whose responsibility is to support cross-discipline
collaboration on these accounts. Their purpose is to bring together the collective power of our SBU’s,
so that we increase the success rate and win bigger projects.
The CMAs are headed by an Account Executive (AE): the AE is supported by a Group Client Executive
(GCE) to drive the account strategy and facilitate internal collaboration.
The account governance model is driven by the SBU’s and the Country Boards under the governance of
Group Sales & Portfolio.
The Group entity responsible for the Account is responsible for the allocation of an Account manager
and the development and maintenance of a suitably detailed Account Plan and the execution of sales
activity in line with this. Account Plans should be managed for all CMA, Strategic and Target Accounts.
6.3.3 Account Management Support

A key focus is to support the performance of our most important Accounts (CMAs) by developing
greater cross-discipline business within accounts. Group Sales and Portfolio provide support to the
Country Boards to facilitate initiatives to ensure growth and stability of our CMAs, including:
 Cross-discipline and cross-BU Account Planning processes;
 Developing and monitoring account scorecards;
6.4 Partners Management

Through strategic relationships with top Technology Partners, Capgemini brings its business insight and
accelerated methods to provide a winning combination and a compelling value proposition to clients.
6.4.1 Global Channels and Partners Governance

There are three distinct categories of Alliance Partners:
 Strategic Partners – HP, IBM, SAP, Oracle, Microsoft and EMC in 2012 – these
Strategic Partners are managed globally across all our SBU’s, GSLs and Sectors with
Sell-With Bookings between €1B and €2.5B.
 Portfolio Partners – Adobe, Amazon, Informatica, Intel and Intel Capital,
PegaSystems, Salesforce.com, SAS, Teradata, VMware in 2012– these Partners are
managed globally across some of our SBU’s, GSLs and Sectors with Sell-With Bookings
between €100m and €500m.
 Sector/BU/Geographic specific Partners – like Cisco, Guidewire, JDA, Palantir, Red
Prairie, Temenos… in 2012. Most of these niche Partners are strategic for one or two
SBU’s or one or two Sectors and represent between €20m and €100m of Sell-With
Bookings for Capgemini.
All Strategic and Portfolio Partners are managed globally by Alliance Partner Executives/Vice
Presidents and their teams from within GS&P. These executives drive and manage a global team
composed of global Enablement/Operation/Knowledge Managers, regional Alliance Managers,
SBU/BU Alliance Managers all focused on growing joint incremental revenue with our Partners.
All other partners are managed by the BU and/or SBU.
6.5 Sales Force Management
Developing our sales force management in order to ensure performance of the sales force and to provide
perspectives for our sales professionals is a key objective of Group Sales and Portfolio.
6.5.1 Sales Competency Model

A comprehensive sales career framework and the associated competencies have been defined to identify
and measure an individual’s attributes and competencies against those required to perform in a particular
sales role. Standardized roles have been defined for the different sales career tracks and specialties:
 In Core Sales:
 Opportunity Development
 Account Development
 Sales Management
 In Sales Support:
 Sales Operations
 Bid Management
Detailed descriptions of the different roles are posted in the “Sales HR” section of the Group Sales
Portal. BU’s are expected to manage their sale-force career development in line with the guidance in the
competency model
6.5.2 Sales Recognition

It is a key responsibility of Group Sales to recognize and develop the top sales professionals. The ACES
(Achieving Consistent Excellence in Sales) program is a Group program dedicated to outstanding
members of the Sales organization within Capgemini.
6.5.3 Sales Remuneration

The Group’s sales professionals need to be remunerated in a way that drives profitable sales growth,
motivates and rewards profitable sales, is in line with the market and effectively manages the BD costs
according to the business situation.
Group Sales regularly updates Global Sales Remuneration Guidelines, the objective of which is to
provide the framework for the design of the SBU/local sales remuneration schemes and align sales
remuneration with the Group’s priorities. The Guidelines have been developed to ensure that a common
set of objectives, guiding principles and practices are applied in individual SBU Sales Remuneration
Plans. Any customization of sales remuneration plans within SBUs/BUs must remain consistent with
the Global Sales Remuneration Guidelines and any deviation requires prior approval from Group Sales.
6.5.4 Sales Training

A combination of Group Sales and Portfolio, “Our University” and other selected partners provide a
comprehensive learning curriculum for Sales professionals, which includes centrally delivered, local
and virtual learning for the sales professionals. The curriculum includes skills and methodology training,
as well as content training. Some few global training programs are mandatory for sales professionals.
Training statistics for these mandatory modules is monitored centrally and sales professionals are
reminded to take these mandatory courses until completion.
BU Sales management is responsible for ensuring that sales people are suitably trained and coached in
line with group guidelines and their needs for the role that they are undertaking.
The sales professionals’ curriculum, including the view of which programs are mandatory for sales, is
available from Our University website.
6.6 Portfolio Management
As a company, we must continuously realign our resources, people and investments to areas and
activities that bring us maximum return on investment and position us amongst the leaders in business
and technology transformation. This flexibility enables us to respond to client and market demand as
well as to unexpected demand or emerging market opportunities. Our Portfolio Transformation Program
(PTP) allows continuous evaluation of “what we sell”, “how we sell”, “who to sell to”, and “how do we
deliver”.
Portfolio management provides structure to our PTP initiatives including:
 A Group Umbrella Portfolio highlighting the direction and positioning that we want to
have, the markets that we want to dominate, those that we want to conquer and those that
we do not want to invest in. This Group Umbrella Portfolio is materialized by a Group
Offer Catalog that gathers and presents the latest and best in class sales collaterals
required to present our capabilities, assets, references, collaterals, demonstrators,
differentiating factors and expert networks. The Group Umbrella Portfolio is regularly
revisited and adjusted to reflect market trends, competitive positioning and business and
technology innovations.
 An investment strategy for new offer development and an innovation agenda;
 The direction in terms of mix of economic models;
 The measurement, controlling and authorization processes to ensure differentiated
margins per type of offer;
 The action plans to make sure our capacities and capabilities are built, trained and
redeployed to match portfolio shifts.
The SBUs and BUs are expected to manage their business in line with the Portfolio, elements of which
are common across the Group (the Growth Engines) and elements that are specific to the unit (SBU
Bets). Each SBU is responsible for appointing a Portfolio Champion, who ensures that the SBU Portfolio
is aligned with the Group Portfolio and refreshed on a regular (annual) basis through the Portfolio
Transformation Process (PTP).
Under the overall sponsorship of the Group, PTP is embedded in the Group Strategic Process and SBU
Business Reviews and Budgeting Process. It is an iterative process in which new initiatives are proposed
by SBU heads and supported by the Group Strategy and PTP teams.
7. Business Risk Management (BRM)
Seizing business opportunities in a more and more competitive market – while mitigating risks during
the entire bid phase – is critical to the success of the Group in delivering profitable growth. Leveraging
our distributed delivery capacity is key to the Group’s competitiveness. However it adds complexity to
our business model. Our clients’ higher purchasing power drives a more competitive sales process and
heavier contractual terms and conditions. The level of risk at which we therefore operate is high. In this
context, the role of Business Risk Managers’ in helping, together with other relevant departments (e.g.,
delivery, legal and financial), to secure client engagements for the Group is a critical aspect of Group
governance.
7.1 Scope
Managing commercial opportunities and the bid phase up to the signature of a client contract is the
responsibility of:
 The Business Unit (BU)/country management, or
 The Strategic Business Units (SBUs) - where deals meet relevant SBU review
thresholds.
In all cases, the deal approval process must be compliant with the mandatory review stages and process
outlined in section 7.4 below.
Deals meeting specific criteria (see section 7.3 below) require prior approval from the Group Review
Board (GRB), pursuant to a review process outlined in section 7.4 below.
7.2 Organization
 Business Risk Manager (BRM) is a critical role for Group governance and comprises two
pillars:
o As Expert :
- Issue a judgmental opinion on deal risk profile to enable a well informed
management decision and as such:
 Provide a consolidated and independent risk assessment;
 Ensure accuracy and consistency of information provided to management as
support to decision making;
- Develop risk culture among the pre sales communities.
o As Guardian and owner of the deal review process (Control and Compliance), ensure:
- Timely escalation to Deal Review Board (DRB)/GRB;
- Deal approvals are obtained in line with the authorization matrix at each level of the
organization;
- DRB/GRB decision follow-up.
 BRM function, decision making bodies and Deal review Process are cascaded at each level
in the organization: BU, SBU and Group.
7.2.1 At Group level

7.2.1.1 Group Review Board (GRB)
The Group Review Board (GRB) is in charge of reviewing business topics during pre sales phase
(financial and economical, contractual, delivery and ethics and compliance - mainly focused on deals
but also comprising business development efforts) from a risk perspective. GRB is the ultimate deal
decision maker at Group level. GRB may ask for the Board of Directors’ approval, if necessary based
on the size and/or type of transactions or deals..
GRB is composed of the CEO and Chairman of the Board, Group CFO, Group General Secretary, Group
Sales Director, Group Delivery Head and Group General Counsel.
Business topics eligible for escalation to GRB are identified through a set of criteria pre agreed by GRB
(see section 7.3).
Relevant business leaders (SBUs’ CEOs, Executive Sponsors, Discipline Leaders, the Chief Ethics &
Compliance Officer, etc.) can be invited to join a GRB meeting when appropriate.
7.2.1.2 Group Business Risk Management (BRM)

Group BRM’s role is to:
 Define Group Business Risk Management rules and guidelines, in conjunction with
applicable delivery, legal and financial rules;
 Ensure animation of the BRM community and ensure use of consistent tools and
methodologies. All related information can be obtained visiting Group BRM Talent
page;
 On Deals requiring GRB approval (as defined in section 7.3 A below):
o Coordinate reviews involving appropriate experts from Group Delivery/ Group
Legal Department / Group Finance or other subject matter experts (e.g., deals with
safety critical implications as described in section 7.3 below, ethics implications),
as the case may be. In particular, Group BRM can request a Flying Squad to be
activated at any time during the bid phase or at project launch.
o Provide a consolidated risk analysis covering the commercial, delivery, legal and
financial aspects of an opportunity, and make recommendations to the Group
Review Board (GRB).
o Once a decision has been made by the GRB, Group BRM will communicate it to
the relevant managers. SBU BRM together with local BRM is accountable for
monitoring decision follow up.
7.2.2 At BU/SBU Level

7.2.2.1 Deal Review Boards
The SBU Deal Review Board, which comprises the SBU’s CEO, CFO, GSO, BRM and appropriate
country General Counsel, is the ultimate deal decision maker at SBU level.
Mandatory reviews at the appropriate level (BU, country, SBU) pursuant to the applicable authorization
matrix must be carried out at the following stages of any deal:
 At Deal Shaping – solution design & pricing assumptions – during which the key
economic and strategic parameters (including solution design) of the opportunity are
determined – whether legally binding or not.
 Before the issuance of the Best And Final Offer (BAFO), once the detailed solution is
finalized and the business case assessed.
 Before contract signing, in particular if:
o additional information is provided, e.g., terms & conditions, not included at the
proposal stage;
o changes occurred, compared to the deal approved previously at BAFO, in
particular changes in the business case.
7.2.2.2 Business Risk Management’s (BRM)

A BU BRM has to be appointed, mirroring the role and responsibilities of BRM at SBU level.
In particular, working closely with the bid pursuit teams and the other central functions of the BU/SBU
(delivery, finance, legal), BRMs are accountable for:
 Defining, implementing and maintaining BRM policies in compliance with Group BRM
rules and guidelines;
 Organizing the deal reviews and approval process at BU and SBU levels, when
appropriate, and ensuring proper formalization of process and documentation of
decisions/ recommendations;
 A global risk assessment view (commercial, delivery, financial or legal) aimed at
mitigating business risks throughout the bid phase plus;
 Following-up on implementation of recommendations expressed by either experts, BU
and/or SBU Deal Review Board or Group Review Board;
 Being the interface and the support to SBU/Group BRM.
BRM shall ensure deals are properly instructed before review submission based on appropriate
documentation, and that minutes of the reviews are duly formalized to allow for accurate follow up with
action plans/recommendations.
7.3 Deals subject to Group Review Board’s Approval

Any client engagement (deal) falling within any of the categories listed here after (see
sections A to C) is subject to GRB prior approval. Unless explicit derogation is granted by
GRB, escalation criteria apply to:
- New deals
- Scope extensions (criterion to be measured on the sole extension)
- Reduction of scope
- Deal renewals
 GRB escalation criteria are revisited on a periodical basis to take into account business
trends and Group risk appetite evolution. Such criteria are approved by GRB based on
proposal made by Group BRM. Visit the BRM Talent page to get the latest release of
the GRB escalation criteria.
A. Deal related criteria – General definitions
1. Deal Size:
 Any deal meeting or exceeding at least one of the thresholds in countries where
Capgemini has a Business Presence (see definition here below). Relevant threshold is that
of the country signing the deal with the final client.
 Business Presence:
o Capgemini is deemed to have a Business Presence in a given country only if the
Group has authorized the set-up of a subsidiary/branch with explicit mandate to serve
the local market.
o
o Shall not be construed as a Business Presence:
- A local legal structure (incorporated or not) created for the sole purpose of a
specific project or client;
- A global delivery centre not directly contracting with local clients;
- A representation office (office established by a company to conduct marketing and
other non-transactional operations in a foreign country in the absence of a branch
or subsidiary).
 For countries where Capgemini has a legal structure with a restricted business mandate
(i.e., dedicated to specific project or client):
o Use of such a structure to host projects / resources in order to support AMSI accounts
or clients with a global presence is authorized provided that the operation is financially
neutral for the hosting entity (i.e., (i) MoU with full back-to-back between the hosting
entity and the entity signing the contract with the end client is set up, and (ii) Transfer
pricing set up shall allow absorbing all local costs).
o Any mandate extension for purposes other than the one above mentioned is subject to
GRB prior approval.
2. Export deals:
 Shall be construed as an Export Deal, an opportunity fully or partially delivered outside

of the Home Country in a country imposing the service provider to establish a presence
onsite in order to be compliant with local regulations.
 Home Country shall be defined as the country of the contracting entity (signing with
final client, or being a subcontractor to another Group entity) sending its staff abroad.
Examples of triggering events:
- local tax regulations – exposing the “exporting” entity to the risk of permanent
establishment in the given foreign country;
- immigration rules – if work permits can only be issued by a local employer or tied to
renting of offices locally.
 Export deals shall be escalated to GRB from the first euro (i.e., thresholds set for countries
where the Group has a Business Presence do not apply to export deals) and existing
Capgemini’s operational structure shall systematically be used to host the deal.
 Conducting business in a location classified as “Extreme” risk by ISOS is strictly

prohibited.
3. Agreements affecting safety critical operations:
Any agreements, where an act or omission by Capgemini while performing its contractual
obligations could result in:
o multiple death or personal injury; or
o wide-spread severe physical or environmental damage;
e.g., nuclear activities, air traffic, mass transport, weapons systems, health, environmental
hazardous activities or any inherently dangerous activities.
B. Business development related criteria – General definitions
1. Engagement of Lobbyists
Lobbying refers to the practice of seeking to influence legislation, regulations or government

policy decision-making (other than for business sales generation, which must follow the sales
agent rules).
2. Engagement of Sales Agents
A Sales Agent is a third party who is compensated for obtaining or retaining business for any
entity of the Group contingent upon success (with a percentage of the sales or the delivery
the agent generates or a flat fee).
C. Compliance and Control criteria – General definitions
International trade controls:

 Any deal where Capgemini personnel will develop, maintain, or access client systems
containing military technology unless non-negotiable government contract rules or
regulations defined to protect national security interests prohibit such discussion. In such
a case the matter must be escalated to the country General Counsel and to the CEO of the
contracting legal entity, or in the case of Capgemini Government Solutions LLC, to their
in house counsel.
 Any deal which includes a proposal to provide services in certain countries that are the
subject of comprehensive U.S. trade sanctions, as such sanctions may be amended from
time to time.
7.4 Review Process for deals escalated for Group Review Board’s
approval
Deals qualifying for the GRB’s prior approval pursuant to the criteria outlined in section 7.3
above should be escalated for Group review as follows (for details visit the BRM Talent page)
A. Escalation milestones
Mandatory reviews
 For deals with non standard features
Early briefing  To inform GRB and receive guidance for next stage
for deals with  Once the deal is qualified by the SBU
non standard  Triggered either at SBU’s, Group Sales’, Group
features BRM’s or GRB’s request or if the deal meets one or
several criteria (see slide 6)
 Whether legally binding or not

 Solution design & pricing assumptions
Deal shaping /  When the key economics and the strategic
first proposal
parameters (including solution design) of the
opportunity are defined
Before  Once detailed solution and business case are

issuance of stabilized
BAFO
Additional Deal Review – If necessary only
Before  Additional information is provided (e.g., Terms and

contract Conditions if not included at proposal stage)
signature, if  Changes occurred compared to deal approved
previously by Group (i.e. no longer in GRB
mandate), in particular changes in business case
B. Escalation channels
GRB
Group
BRM
BRM Legal
channel channel
 Group BRM manages GRB’s agenda. As such Group BRM may decide on escalating an
opportunity or an issue to GRB regardless of the actual triggering of a criterion.
 GRB may require that an opportunity be brought for review independently of any criteria
triggering escalation.
C. Supporting material for GRB reviews
GRB take their decision on the basis of
A deck prepared by the

A cover note prepared
Bid Team
by Group BRM
(25 slides max)
Summary of deal key features

Leveraging deck populated
Reason for escalation and for local / SBU reviews
request to GRB
Templates are available on Group BRM intranet page on Talent

Analysis of the Risk Profile and
http://talent.capgemini.com/global/pages/hubs/global_functions/business_risk_management/
recommendation If you don’t have direct access to this page please contact your SBU BRM who will provide you with
the templates
D. Reporting requirements for deals requiring GRB approval
BRM at country/SBU level shall comply with the Group BRM periodic reporting process aimed at
identifying and anticipating deal requiring GRB approval review stages.
8. Pricing and Contracting
8.1 Pricing
We use several pricing methods for our services. These methods should be selected carefully according
to the type of business model in any given deal. Regardless of the pricing method used, there should
always be the right balance between risk assessment and the ability for the sales team to negotiate prices
in line with market conditions, taking into account the contribution levels required for each type of
business. The main pricing methods are:
Resource-based including:
 Time and Materials: standard daily, weekly or monthly fees are used as the basis for
pricing – either with or without a ceiling. Hourly rates should not be used since they
expose us to a risk of loan of employment, prohibited by various laws of the jurisdictions
in which we operate.
 Time Boxing or Ceiling: a special version of Time and Materials in which we deliver
whatever can be done in a defined time frame (one month, for example) with targets and
resources agreed upon in advance or with a price capped.
Deliverable-based including:
 Fixed Price: this may be used for projects of any size where the Group’s work and
responsibility are clearly defined and estimated in advance.
 Target-Based Pricing: a special version of Fixed Price. This is used when the Group’s
work and responsibility are clearly defined and estimated in advance. We then work with
clients on an open book basis to reach the target price and we share any loss or profit
versus the agreed Target Price with the client.
Service-based:
 All pricing based on service levels agreed in pre-defined Service Level Agreements. Fees
can be either time-based (monthly, etc.) or transaction-based.
In Deliverable-based and Service-based pricing methods, part of the price may also be set on an
exceptional basis using Measured-Value-Based Pricing, where part of the price owed by the client is
calculated according to actual benefits achieved (e.g., lower costs, increased sales etc.). This may be a
high-risk method and should only be used if approved by the Strategic Business Unit (SBU) Deal
Review Board and, for deals greater than the limit set in the Authorization Matrix, by the Group Review
Board.
 Whatever the pricing method set out in the contract, the target price during the
negotiation may be calculated internally according to the following two methods:
 Cost Plus: the sales team determines the budgeted delivery cost for the project and target
margin rates are applied;
 Market-oriented Pricing: the sales team determines the price for the project or the
resources sold by reference to common market prices and expected contribution margins.
 In all instances, project-related expenses should be invoiced back to the client.
8.2 Contract Review Rules

To facilitate legal support, (i) deals which contain variations to the Group Contracting Principles (see
section 8.3), (ii) referral fee arrangements, (iii) Global Framework Agreements with clients and (iv)
agreements affecting safety-critical operations, must be described clearly in a REFRA (Request for
Group Deal Review and/or Approval). This document can be found on the Business Risk Management
hub on Talent.
Transactions which qualify as a Special Business Deal (“SBD”) will be escalated to the Group Review
Board through the BRM Department working with the Group Legal Department, using the BRM Memo
on the Opportunity Summary REFRA Deck (“OSRD”).
In particular, the REFRA, the BRM memo and the OSRD describe the business and legal contexts,
Group and client objectives, scope, deliverables, price and payment terms, timetable and key
assumptions.
8.3 Contract Negotiation Principles

During contract negotiation, the following rules must be complied with:
 Where possible, always use Group standard contracts with clients because they are
tailored to our service offerings and significantly reduce the time and expense necessary
to close deals. Standard contracts corresponding to the main service lines and most
frequent business situations exist in every SBU and are available on intranet sites or
through the Legal Department. The standard agreement appropriate to the nature of
services to be provided and the relevant applicable law must be used.
 The Legal Department must be involved from the beginning in the negotiation of any
client contract or amendments to the terms of any Group standard contract.
 In all cases in which the Legal Department and the Risk Management department are
involved, they should be provided with a copy of all documents related to the contract at
the earliest possible opportunity in order to conduct a complete review (these may
include statements of work, exhibits, schedules, proposals, project quality plan, etc.). If
the contract is modified later, it should be submitted for review to the Legal Department.
 The January 14, 2010 memo (Business approach to legal contracting) issued by the
Group General Counsel sets forth the following additional principles:
 DO involve the business teams prior to marking up the contract or compiling an issues
list in order to understand context, strategy and our room to maneuver;
 DO obtain approvals from the Group Legal Department at an early stage where
necessary;
 DO avoid heavy mark-up and, where possible, provide an issues list to the client;
 DO agree principles with the client first, prior to starting drafting;
 DO agree at all times with the business teams the positions to be taken with the client;
 DO NOT raise new points that were not raised with the client previously;
 DO NOT send mark-up or responses to the client prior to obtaining business approval;
 DO insist that the business teams identify a VP owner for each deal and ensure he/she is
happy with the proposed response and approach to the client prior to sending it.
For more details, see: Contract Clauses Negotiating Guides
8.4 Contract Content

Once the above-mentioned conditions have been fulfilled and the Group is entering into a new contract,
the following rules apply, in addition to those set forth in the “Contract Negotiation Principles” (see
section 8.3):
Financial conditions must comply with Group principles (see section 8.3). In particular, the contract
must include penalties for late payment as well a minimum revenue commitment, where possible.
The contract balance should be clearly defined. The rights and responsibilities of the parties should
be reciprocal where appropriate. The responsibilities of the relevant Group entity must be measurable
according to objective and not subjective criteria especially in relation to acceptance of deliverables. All
client responsibilities must be identified in the contract. The contract must avoid postponement of
reaching agreement on any significant issue, since this is “an agreement to agree” which is unenforceable
in some jurisdictions.
The contract must anticipate possible risks arising during the project’s lifetime.
The contract must clearly identify deliverables and articulate client acceptance. It should identify
any hidden costs of performing the contract. Restructuring or redundancy costs anticipated in any
transfer of personnel (e.g., outsourcing) should specifically be covered by the contract.
The contract must protect our people. With regard to employees, all contracts must contain a clause
specifying non-solicitation and non-hiring of our staff by the client, and provide for liquidated damages
in the event of violation thereof (e.g., 12 months of gross salary of the poached employees).
The contract must protect the intellectual property rights of the Group. With regard to intellectual
property rights that may result from the work of Group employees, these rights should belong
exclusively to the Group. In exceptional circumstances where the Business entity involved accepts that
intellectual property rights are transferred to the client, the Group (and not just the entity involved)
should be entitled to reuse and exploit, free of charge and for the duration of protection of copyright
under applicable law, any know-how, documentation, standard code or other results of its work. If
necessary, this may be subject to an undertaking regarding confidentiality. The contract should protect
the Group entity concerned from any claims deriving from our teams’ use of software developed by
third parties.
If intellectual property is created as a result of significant effort and substantial investment (financially
or otherwise), consult your Country Legal Department to determine how to adequately protect such
intellectual property.
The contract must cover the exit. Where the client requires the option to suspend or terminate a
contract at its convenience, we must ensure that:
(a) the notice period is long enough to enable the redeployment of staff; and
(b) the client is contractually obliged to pay a compensation fee which covers at a minimum:
o residual book value of assets acquired by us to provide the services;
o full repayment of the un-amortized part of any upfront payment;
o one-off costs resulting from the termination (including lay–off costs);
o reasonable charges, based on published fee rates, for providing any assistance to
help the client in migrating the services to a new service provider;
o fees charged by third parties for permitting a new service provider to use their
software;
o a reasonable redeployment fee in outsourcing contracts.
Where possible, long-term transactions should provide an option for the Group to terminate the service
at its convenience.
The contract must safeguard the Group’s interests in the case of disputes with clients. Recourse to
binding arbitration (i.e., determination of a dispute by one or more independent third-party arbitrators,
rather than by a court) is prohibited. Any waivers of this prohibition require specific approval from
Group Legal Department.
The contract must limit the Group’s liability. No Group entity may sign a contract that exposes it to
the risk of unlimited liability. Consequential and indirect losses and damages must be excluded or, if
not permitted by local law, limited to the maximum extent permitted by local law. Any deviations from
the aforementioned principles require specific approval from Group Legal Department. The limitation
of liability for all claims and damages (direct and, exceptionally, indirect) should be limited in the
aggregate and should not exceed the fees actually received by the Group entity concerned excluding
pass-through costs, government taxes and charges and the reimbursement of costs or expenses charged
to the client. The granting of any parent company guarantee from Cap Gemini S.A. is prohibited
unless formally authorized by the CEO and Chairman of the Board or the Board of Directors, as the case
may be. The issuance of a parent company guarantee will require a remuneration of Cap Gemini S.A.
defined on a case-by-case basis, to be invoiced to the requiring entity. Any first demand guarantee is
prohibited, unless formally authorized by the Group Review Board.
The contract must limit the warranty we grant to the client. The Group can only offer warranties for
software developed exclusively by Capgemini. Such warranties will be limited in time and scope. In the
absence of warranty or when the warranty has expired, we can offer a maintenance contract. For
professional services (Time & Materials), Capgemini performs work in accordance with the professional
standards of the IT industry. For third-party software, we can only pass through the supplier's warranty,
if any (see section 8.7.1).
The contract must cover against specific risks associated with services rendered offshore. When
all or part of services are to be produced in a country with a different currency from the one used to
invoice the client (which is often the case when distributed delivery is applied), the contract must, in
certain cases, provide for currency risk provisions. In certain cases, a specific inflation risk provision
must also be contained in the contract when services are to be produced in Capgemini production centers
in countries where labor inflation is much higher than in western countries (e.g., India, China and, to
some extent, Poland). For further details, please contact your Country Legal Department.
The contract must contain a provision on applicable law and jurisdiction. The law and the
jurisdiction of the courts (in the event of disputes, etc.) should always refer to the same country (i.e., if
possible, the country in which the Group contracting entity is established).
8.5 Contract Form and Process

No work may be performed without a written contract agreed with the Legal Department. In exceptional
circumstances where we start work before the final contract is signed, a stopgap or bridge agreement
(also known as an Instruction to Proceed or Letter of Intent - LoI) must be signed by the client and the
relevant Group entity to cover the interim period and to make sure that our services will be paid by
client. This must be agreed with the Legal Department, and incorporate or refer to our minimum terms
and conditions. The stopgap agreement or Instruction to Proceed or LoI is temporary and must
always be replaced by a final contract.
No meetings or discussions with opposing counsel representing a client or third party may take place
without the presence of a Group entity legal counsel.
8.6 Consortia and Sub-contracting Rules

8.6.1 Consortia
Participation of a Group entity in a consortium or temporary association involves issues of joint and
several liabilities of the various participants. Therefore, they must be escalated through the regional or
country Legal Departments to the Group Legal Department at the headquarters. The respective scope of
work, roles and responsibilities of the different members of the consortium, the detailed governance
rules, as well as the company that is assuming the prime contractor role must be specified before the
contract is signed.
8.6.2 Sub-contracting
Where possible, prime contracts with clients should contain the right to sub-contract and/or assign
between or among Group entities and/or third parties, unless otherwise stated by applicable law (in such
cases, client consent is required but should not be unreasonably withheld or delayed).
External sub-contracting (particularly to a competitor, a temporary work agency, or free-lancers)

outside the Group is highly discouraged (and even prohibited in certain countries). It should be
undertaken only in cases of excessive demand for resources or need for particular expertise, or where
the client so requires.
Care should be taken to work only with sub-contractors possessing the financial strength and expertise
to meet the obligations of the sub-contract. In addition, the selection of the subcontractor must comply
with the Group’s Purchasing Handbook (see section 18.4) and the ethical Due Diligences process
provided in the Group Anti-corruption Policy (see section 2.4). The sub-contractor must agree to assume
its proportionate share of liability for the services or products it is required to provide. When receiving
deliverables from a sub-contractor, the sub-contract agreement must represent a true “back-to-back”
agreement. It must reflect all significant terms and conditions of the prime contract and the same law as
that of the prime contract should govern the subcontract.
Internal sub-contracting. For deals involving the performance of services by two or more Group
entities, one Group entity will act as the prime contractor (“Prime”). The Prime alone will have the
contractual relationship with the client. The other Group entities will perform services under a standard
Group Inter-Company Agreement (ICA). For the Industrialized Operating Models ICA’s will not be
used and the agreements relating to internal sub-contracting can be found in the Industrialization
Operating Model Handbooks.
ICA’s contain “back-to-back” provisions on certain issues (but not systematically on all issues since the
Group considers that the sub-contractor should not bear all constraints derived from contract
negotiations in which it did not participate).
To date, standard Group ICAs are available from the Legal Department for:
 Project work;
 Supply of services;
 Rightshore® Delivery Centre;
 Outsourcing (OS);
 Business Process Outsourcing (BPO); and
 Intra-Group services.
The Prime shall not pay the internal subcontracting Group entity until the relevant ICA has been
signed.
8.7 Third-Party Products/Services

The Group restricts the supply of third-party products and services in its prime-contracting role as this
practice generally erodes its margins and increases its risk and liability exposure. The Group encourages
clients to enter into direct contractual arrangements with third-party vendors for the supply of their
products and services.
8.7.1 Third-Party Warranties

Group entities must refrain from granting representations and warranties of any nature for third-party
products and services (such as third parties’ Intellectual Properties Rights warranties and liabilities). To
the extent permitted by law, the Group entity should only pass through the benefit of warranties (if any)
provided by the manufacturer or licensor of the relevant third-party products and/or services. The prime
contract should also state that any third-party products are supplied to the client on an “as is” basis and
that the client agrees to look solely to the warranties granted (if any) by the vendor or licensor.
8.7.2 Value Added Reseller (VAR) / Reseller Agreements

Although the Group encourages clients to enter into direct contractual arrangements with third-party
vendors for the supply of their products and services, the Group may from time to time authorize
particular regions to enter into value added reseller/reseller agreements where a Business Unit (BU) acts
as purchasing agent for third-party products and or services.
8.8 Referral Fees
8.8.1 General Rule
Except as otherwise set out below, it is forbidden to accept any commission or referral fees of any nature
in cash or in kind from any third party or to make any such payments to third-party business contributors.
8.8.2 Exception as regards Hardware/Software Vendors

Referral fee arrangements with hardware/software vendors are prohibited unless approved by the Group
Review Board as set forth in section 7.3D above, provided that the conditions specified by the Group
Review Board are met. These arrangements should in no way compromise our independence, our
choices being always driven by our clients' best interest (For further details, please contact your
Country Legal Department and see also the memo Policy Statement on Referral Fees). Referral fees
should always be made transparent to the client.
8.9 Sales, Business Development Agents and Lobbyists

A sales or business development agent is a third party who is compensated for obtaining or retaining
business for the Group in proportion to a percentage of the sales or the delivery the agent generates. The
Group considers such arrangements as relatively high risk because it is difficult to trace where the money
is going and how it is used. As a consequence, such arrangements are strictly limited under Group policy.
As referred to in section 7.3 F, any arrangement must be specifically authorized by the Group Review
Board (GRB) with a BRM Memo.
Lobbying refers to the practice of seeking to influence legislation, regulations or government policy
decision-making (other than for business sales generation, which must follow the sales agent rules).
Any lobbying on behalf of the Group must be approved by the GRB and should be transparent.
8.10 External Consultants Whose Role is to Obtain or Retain

Business for the Group but Who Are Not Sales Agent
For external consultants whose role is to obtain or retain business for the Group but who are not sales
agent as defined above (i.e., remuneration is not contingent upon success), their compensation must
be pre-approved in writing by the Group General Counsel and by the Chief Ethics & Compliance
Officer. Such compensation is likely to be approved if all the conditions below are met:
 it is set on a time and material rate basis;
 it is based on fair market value; and
 it is agreed in a written contract providing for monthly reporting by the consultant to the Group
company of its activities in sufficient details to justify time spent and content of the work.
8.11 Management of a Dispute and/or Litigation

In the event of any dispute and/or litigation involving a Group entity, the principles set forth in
section 9.3 must be complied with.
9. Legal
9.1 Organization & procedures

Each country has its Legal Department headed by a country General Counsel who may report to a region
General Counsel, all acting as Ethics & Compliance Officers. Such country General Counsels as well
as the regional General Counsels have a single direct reporting line to the Group General Counsel. Both
regional and country General Counsels should be members of their regional/country executive body.
The Group Legal Department is led by the Group General Counsel, who is a member of both the Group
Review Board (see section 7.2 above) and the Acquisition Review Board (see section 12 below).
Regional and country General Counsels form part of the Group Legal Department. They escalate all
transactions which require Group approval, including variations to Group principles and all SBDs and
all safety critical deals, to the Group Legal Department (see section 7.3 above and section 7.4). They
also deploy and implement under local applicable law the legal strategy, policies and guidelines and
processes, defined by or in cooperation with the Group Legal Department, as the case may be.
In addition to the Group Legal Department, the Group has a Corporate Legal Department headed by the
Group General Secretary.
9.2 Responsibilities
The Legal Departments’ mission is to participate in the Group's development by facilitating profitable
business through professional, responsive and pragmatic legal support for all Capgemini’s activities and
is further defined in section 4.4.2.2.
The Legal Departments accomplish their missions by:

 Developing open and trusting relationships with management and business executives in
order to work as an integral part of such teams;
 Keeping abreast of, and anticipating the effect of legal developments on the way the
Group operates;
 Pursuing excellence in service, through professionalism, efficiency and expertise to
provide high quality, creative, responsive and cost effective legal services;
 Implementing the Group Ethics & Compliance program
At the headquarters, the Group Legal Department engages with all other relevant departments in actions
aimed at ensuring our business is compliant with applicable laws and regulations. It is responsible for
articulating and deploying Group legal policies and guidelines (including as part of the Ethics &
Compliance program), assisting in contract negotiations, managing and resolving legal disputes and
appointing and supervising external counsels (as necessary). Given the growing complexity of our
business and the need to protect Group interests, all matters having a legal component, including those
referenced below, must be referred to the Group Legal Department.
 Reviewing, negotiating and drafting, if need be, the terms and conditions of all
transactions which require Group review and approval (see sections 7.3 and 7.4);
 Drafting of Group standard agreements and standard clauses;
 Reviewing, negotiating and, if need be drafting, of Parent company guarantees and
comfort letters issued by Cap Gemini SA;
 Finance agreements;
 Divestiture and acquisition operations including equity investments, the legal
components of which are under the exclusive responsibility of the attorneys of Group
Legal Department based at the headquarters;
 Global alliance agreements with partners;
 Global framework agreements with clients;
 Global procurement agreements with vendors;
 Assist the delivery teams in complying with and enforcing contractual terms post-sales;
 Intellectual property issues, including trademarks, copyrights, patents, trade secrets,
infringement issues and licensing of Group intellectual property rights;
 Legal aspects of employment and labor matters;
 Review of marketing materials and press releases as well as agreements with third-party
suppliers such as advertisement agencies;
 Group’s secretarial functions including the creation of companies (exclusively the
responsibility of Corporate Legal Affairs in coordination with the regional or country
General Counsels), corporate record keeping, and custodial services;
 Insurance matters;
 Real estate;
 Training on legal-related issues;
 Dispute resolution and litigation management; and
 Global regulatory projects (e.g., data protection).
At regional/country level, Legal Departments provide legal support for all Group business activities
within their entities. They must be involved in transactions that are governed by the local laws of their
countries or performed within their countries other than global framework agreements, global alliance
agreements, global procurement and divestiture and acquisition operations, which are handled
exclusively by attorneys based at Capgemini headquarters. Some of these transactions must be escalated
to the Group Review Board (see sections 7.3 and 7.4).
They cover contract review, negotiation, and drafting, including review of terms and conditions
contained in requests for proposal (bids), teaming agreements, subcontracts, performance bonds, vendor
agreements, etc; and more generally the same areas as attorneys based at the headquarters with the
exception of M&A matters and global contracts (i.e., with clients, partners and vendors) which are
exclusively handled at the headquarters.
9.3 Litigation Management

In the event of any litigation or dispute involving a Group entity, the following principles apply:
 Any threatened or pending claim must be immediately notified to the regional and/or
country General Counsels who will notify, as necessary, the local insurance manager and
local insurance broker. The Legal Department will seek, as appropriate, the assistance of
an external counsel;
 Any threatened or pending claim involving a Group entity (as a plaintiff or defendant)
which (i) exceeds €750,000, (ii) could result in criminal liability of a Group entity or any
of its representatives, (iii) could have an adverse effect on the reputation of a Group
entity or any of its representatives, or (iv) involves the violation or alleged violation of
any third-party intellectual property rights, must be immediately notified to the Group
General Counsel and the Group Insurance Manager;
 Any proceeding by competition law authorities (whether contentious or non-contentious,
such as investigation or request for information) involving a Group entity must be
immediately notified to the Group General Counsel;
 Any threatened or pending claims involving the liability of Directors and/or Officers
(D&O) of a Group entity must be immediately notified to the Group Insurance Manager,
in particular to address the insurance protection of the Directors and/or Officers in
question;
 As a plaintiff, no claim involving the Group that exceeds the €750,000 threshold may be
initiated without the prior approval of the Group General Counsel;
 No settlement agreements between a Group entity and a client, a supplier or any third
party (including a competent governmental authority) may be negotiated and/or signed
without the prior written consent of the regional/country General Counsel concerned and
the Group General Counsel if (i) the claim is in excess of €750,000, (ii) the claim could
result in criminal liability of a Group entity or any of its representatives, (iii) the claim
could have an adverse effect on the reputation of a Group entity or any of its
representatives, (iv) the claim involves the violation or alleged violation of any third-
party intellectual property rights, or (v) the claim involves the violation or alleged
violation of competition law provisions. Settlement agreements signed without involving
the Group Insurance Manager and insurance companies may deprive the Group entity of
any insurance coverage, if the claim insurance process is not precisely and formally
followed;
 The Group General Counsel and Group Insurance Manager must be notified immediately
of any court decision rendered against a Group entity where (i) the claim was in excess
of €750,000, (ii) the claim could result in criminal liability of a Group entity or any of
its representatives, (iii) the claim could have an adverse effect on the reputation of a
Group entity or any of its representatives, or (iv) the claim involves the violation or
alleged violation of any third-party intellectual property rights, or (v) the claim involves
the violation or alleged violation of competition law provisions (in the latter case,
notification applies not only to courts decisions, but also to decisions of a competent
governmental authority).
The Group Legal Department (based at the headquarters and in the region and/or countries) can only
provide legal services to the Group entities and are prohibited from rendering any such services to any
third parties. This may breach local bar association rules and is not part of the scope of Group offerings.
Furthermore, the Group does not have any insurance covering legal services to third parties.
9.4 Use of External Legal Counsel

Selection and retention of external counsel is the exclusive domain of the Legal Department (or of the
Corporate Legal Department for corporate matters).
External counsel is selected from a pre-approved list by the Group General Counsel Department (or by
the Corporate Legal Department for corporate matters). All requests to expand such list require written
approval from the Group General Counsel.
Use of external counsel must be justified by a specific reason (e.g., no Group lawyer in the relevant
jurisdiction, need for specialist advice, excessive demand for legal resources).
At all times, contacts with external counsels should be made and maintained through the Group Legal
Department (or the Corporate Legal Department for corporate matters).
10.Delivery
10.1 Objective of Delivery

Delivery consists of all the activities that help to sell an engagement and, once sold, to actually deliver
the expected contractual deliverables or service levels whilst striving to meet four objectives:
1. Optimal End-to-End Contribution (the difference between the revenue invoiced and paid by the
client and the total costs to deliver) for Capgemini aiming for the generation of a positive
Delivery Value Improvement (DVI: difference between delivered contribution and budgeted
contribution);
2. Delivery of our contractual obligations as agreed with the client;
3. Client satisfaction;
4. Generate add-on sales.
To support these objectives there are a number of key principles, articulated below which must be
adhered to.
10.2 Governance, the Organization, Role and Responsibility of

Delivery
The Delivery organization performs two types of activities:
 Engagement delivery activities: designing solutions and providing services that honor the
commitments made within the contract whilst managing risks and quality, achieving
engagement financial and delivery KPIs;
 Delivery support activities: developing and deploying an appropriate delivery environment
including practices, tools & platforms; managing the skills and certifications of the delivery
staff; ensuring full deployment of Group trainings; assessing and reporting overall delivery
performance.
This organization is structured at Group level (Group Delivery) and through a network of Delivery
Managers and Engagement Managers in the SBUs and BUs.
Delivery activities start as early as stage 3 of the Collaborative Selling process (when a ‘go-ahead’ is
given for the opportunity) and conclude with the contract closure, materialized by final acceptance and
payment from the client.
Successful delivery depends on the effective teaming of three roles: the Engagement Manager, the
Delivery Manager and Business Development representative.
10.2.1 Engagement Manager Accountabilities

Engagement Manager accountabilities (for example as performed by the Project Manager, Service
Manager and Transition Manager) are the following:
 Delivering the engagement against the contract and to client satisfaction;

 Managing the engagement budget as stated in the last signed BCS, with the objective of
maximizing the Delivery Value Improvement (DVI);
 Executing the Commercial Management on the engagement;
 Forecasting Estimates To Complete (ETC), Estimate At Completion (EAC), and DVI,
as well as the estimated completion date, using the valuation principles laid down in the
Finance procedure as specified in TransFORM2014
 Ensuring compliance to engagement delivery mandatory requirements;
 Maintaining and extending the powerbase within the client, together with Business
Development, to generate add-on sales;
 Deploying appropriate tools (e.g., the Corporate tools) along with methods, templates,
etc;
 Providing accurate engagement information to the Delivery Organization, by filling in
the standard “Project Status Report (PSR) Summary” in the N2K tool (for units equipped
with GFS or NOP) on a monthly basis;
 Making sure invoices are processed and paid in a timely manner;
 Managing the engagement risks and issues, and corresponding action plans;
 Approving the assignment of, and defining the objectives for, engagement roles
(supported with KPIs where appropriate);
 Organizing and steering the engagement team:
o Producing the staffing plan, specifying resources required, and approving
proposed resources;
o Motivating team members on a continuous basis;
o Assessing team members’ performance against their objectives on a regular
basis;
o Developing team members’ skills and empowerment;
o Providing team members with the support they need;
 Identification and negotiation of change orders;
 Ensuring capture of engagement best practices;
 Adherence to Corporate procurement rules and use of standard purchasing tools i.e.,
GPS.
10.2.2 Delivery Manager Responsibilities

The Delivery Manager is overall accountable for the delivery function within a unit or a portfolio of
engagements and has the following responsibilities:
 Overall delivery profitability and productivity;
 Deployment of core delivery processes and tools;
 Client satisfaction (OTACE);
 Delivery risk management including instigating risk and quality reviews;
 Quality system compliance;
 Continuous process improvement;
 Certification of delivery staff according to their community, either at local or global level
;
 Supporting the use of corporate tools;
 Being the escalation point for delivery issues ;
 Securing delivery resources in particular key and offshore resources, always striving to
 reduce dependency on external subcontractors;
 Coaching the engagement manager as required;
 Consolidation of the N2K “PSR Summaries” (for units equipped with GFS or NOP)
from the Business Unit, using the standard Delivery KPI Report (DKPIR) within the
N2K tool (for reporting to upper levels in the Delivery chain of command);
 Software asset management in coordination with the delivery network and the
Procurement organization;
 Availability of the proper delivery tools;
 Management of the shared platforms.
10.2.3 Business Development Responsibilities
Business Development within the context of the Engagement Delivery (undertaken for example by the
Account Executive, Account Manager, Business Developer or Engagement Executive) is accountable
for:
 Negotiating the client price;
 Contracting the engagement and related amendment/extension in collaboration with the
Delivery Organization;
 Facilitating the Sales to Delivery handover;
 Following-up commercial risks including escalation of client related issues.
10.3 Building Delivery Skills

The building of delivery skills is an ongoing process with a focus on aligning on-shore business unit
requirements with the ambition of building highly skilled, industrialized centers in the global delivery
network. These skill building requirements are supported by:
 Certification Programs. There are various internal certification programs developed by

and for team members, which provide a structured training and development programs
for key skills. They currently relate to Engagement Managers, Architects and Software
Engineers. Engagement Managers certification levels 3&4 are managed by Group
Delivery while levels 1&2 are managed at regional level.
 Training in the form of:
o generic courses and modules, aligned to the global certification curricula and,
o specific modules relating to specific disciplines or sectors.
Business unit managers define the training plans for delivery resources in conjunction with
the Delivery Manager reporting to them.
 Coaching of the Engagement Manager. Experience of predecessors is passed on to the
current EM. This also provides a level of security against high-risk engagements and
helps improve production in terms of quality of service and profitability. The Delivery
Manager is responsible for implementing the coaching process.
10.4 Commercial Management

Effective Commercial Management directly contributes to margin improvement. It commences with the
Legal to Delivery handover. The responsibility for commercial management rests with the Engagement
Manager, however in specific cases e.g., large engagements, this role can be delegated to a dedicated
commercial manager.
Commercial Management is the set of activities necessary to ensure that Capgemini commercial and
financial interests are protected during delivery execution. It covers areas such as (non exhaustive list):
 Understanding the contractual obligations as defined within the contract schedule;
 Evaluation and negotiation of any change orders;
 Ensuring that contractual baselines are appropriately updated with change orders;
 Effective management of third party contracts and relationships;
 Organizing in collaboration with Legal, Business development and management an
appropriate response to cases of client dispute.
Successful commercial management on an engagement is reliant on a number of principles being in
place:
1. Contractual Baseline: There must be a clear, documented and client agreed contractual
baseline that specifies the totality of our commitments to meet the client's requirements.
2. Requirements Management to budget: The business solution, technical solution and testing
solution must be designed and agreed to meet the budget against signed-off client requirements.
3. Objective Acceptance Test: Objective tests of acceptance must be agreed early with clients
and, where applicable, third parties, including other Capgemini business units. The client
acceptance process must refer to criteria under our control.
4. Client and Third Party Change Control: Changes to contractual obligations and baseline
must be agreed in a timely manner with clients and suppliers, including other Capgemini
business units.
5. Third Party Risk Equity: Contractual and engagement risks that we accept must be shared on
an equitable basis with our key third party suppliers (including other Capgemini business units),
with flow down of contractual terms put in place where appropriate.
6. Planning and Control: There must be a documented and current control system for estimating,
planning, financial control, internal and client reporting, and risk and issue management.
7. Transition and Closure: Orderly operational transition plans must be executed leading to an
unambiguous engagement completion, handover and disengagement.
All Engagements must have an Engagement Commercial File Baseline which must be maintained by
the Engagement Manager or commercial manager if appointed. The contents of this file comprise:
 ITT’s, RFI’s, etc;

 Final Proposals, BAFO’s, etc;
 Deal Review Memo;
 The last signed BCS and/or ADMT;
 Copies of the signed contracts (including Client Contract, Supplier Contracts, Prime/Sub
Agreements, Inter-Company Agreements, etc.);
 Copies of Contracts with Sub-Contractors, Suppliers and other Capgemini Companies;
 Change control and contractual and commercial correspondence, steering committee
minutes and other significant documents;
 Documentation of Sales/Legal to Delivery Handover process.
10.5 “Sales to Delivery Handover”

The “Sales to Delivery handover” process begins during the pursuit phase, where delivery
representatives support the development of the client proposal and the sale and commit on a cost budget
(BCS or ADMT). The formal transition from “Sales-led” to “Delivery-led” should commence as soon
as the deal is won and the formal identification of the Engagement Manager is done.
The handover takes place between the Sales team and the Delivery team. The process must be completed
no later than the first M-Review.
10.5.1 Inputs to the “Sales to Delivery Handover”
The following documents are the main inputs to the Sales to Delivery handover:
 The last signed Bid Control Sheet (BCS) and/or ADMTs;
 The internal signoffs to the final deal (e.g., Deal Review memo);
 Copies of the signed contracts (including Client Contract, Supplier Contracts, Prime/Sub
Agreements, Inter-Company Agreements, etc.);
 All relevant documentation and intelligence from the sales team, especially the
information relating to the engagement, the proposal, the contract and commercial terms,
the nature of the client and the client expectations;
 The initial Risk Log developed during the pursuit phase;
 The estimates which were built, refined and validated by both onshore and offshore
teams during the pursuit;
 The workload estimation and pricing tool outputs including assumptions list.
10.5.2 Outputs from the “Sales to Delivery Handover”

The following documents are the main outputs from the Sales to Delivery handover:
 The commercial baseline, acknowledged by the Engagement Manager;
 The engagement targets (also known as Key Performance Indicators), to be agreed by
the Engagement Manager;
 The initial Engagement Governance Plan, populated with all information collected prior
to the handover;
 The agreed Engagement Budget, captured in N2K tool (for units equipped with GFS or
NOP) and aligned with the latest signed BCS and/or ADMT (including the contribution
baseline, annualized for services engagements);
 The first financial forecast supported by:
o Engagement codes mapping between N2K (for units equipped with GFS or NOP)
and accounting system;
o Setup of intercompany billing;
o Detailed task and resourcing estimates and associated work breakdown plans for
current phase;
 An updated Risk Log (any new risk identified should be reviewed and agreed during first
M-Review).
10.6 Resource Management

Resource Management covers the identification, procurement or on-boarding and decommissioning or
off-boarding of all resources on the engagement both staff and infrastructure/software related.
10.6.1 Staff Resource Management

Identifying appropriate Capgemini resources with particular skill sets and availability is facilitated
through the use of the Group staffing tool worldwidestaffing.capgemini.com.
A Staffing Plan should be produced showing the resource usage across the Engagement. It should
contain:
 Definition of all roles and associated responsibilities;
 Desired experience and skills required;
 Number of resources;
 Timescales for when the resources will be required;
 Anticipated workload for the resources;
 Engagement organization chart;
 Performance review plan.
When developing the staffing plan the Engagement Managers must ensure that they are optimizing the
use of Capgemini staff at all times versus the use of external subcontractors. They should always keep
in mind:
 To have the most efficient engagement staffing pyramid (including offshore) to both
maximize the engagement contribution whilst maintaining an acceptable risk profile;
 To limit the use of sub-contractors only to Capgemini approved sub-contractor suppliers;
 When sub-contractors are used on the engagement, to have a process in place for them
to be replaced (shadowing with Capgemini resources, ensuring that their work is
properly documented, knowledge transfer mechanism is planned etc).
10.6.2 Loan of employment

In the countries in which we are established and/or we conduct business, the loan of employment
(usually for a profit) is often prohibited and may cause the company to be subject to criminal sanctions.
Therefore, any service agreement must comply with the following rules:
 Capgemini/third-party team members assigned to a project should never be listed in the
agreement;
 Capgemini/third-party team members must at all times remain under the exclusive
authority of the Capgemini entity; and
 No subordination relationship should exist between the Capgemini/third-party team
members providing the services and the company benefiting from these services;
 If Capgemini/third-party team members work in a client’s premises, they must be clearly
identified as not being part of the client’s employees.
Failure to comply with these rules means the service agreement could be qualified as a loan of
employment, exposing the Group entity to criminal sanctions.
In general, the emphasis should always be put on the services, skills and expertise to be provided and
not on the identity of the team members who will provide these services. For subcontracting between
Group entities, standard Inter-company Contracts reviewed by Group Legal Department are available
in all BUs and should be used to prevent any risks.
10.6.3 Non-people Resource Management

Most engagements will at some time require the use of hardware, software, services, platforms and
templates to execute the contract. The Engagement Manager is responsible for ensuring that the correct
Group practices are adhered to for the use and if necessary procurement of these items. In all cases the
Engagement Manager is responsible, under the guidelines of his Delivery Manager, for:
 License compliance for any software or services used, including OpenSource and
downloaded software from Internet;
 Reuse of existing software assets that are managed jointly by Procurement & Delivery
Managers;
 Adoption of standard platforms and templates.
10.7 M-Review
The Delivery Manager holds an internal Monthly Engagement Status Review (also known as “M
Review”). This meeting is a special opportunity for the Engagement Manager to share engagement
progress and agree necessary actions to overcome any delivery impacting issues.
The monthly Engagement Status Report is the main input document for these meetings. This M- Review
agenda covers the following topics:
 Delivery and financial progress made against the plan including Estimates To Complete
(ETC), DVI and EAC compliant with TransFORM2014;
 Impact of significant risks and issues;
 Impact of changes in scope and requirements;
 Review of quality indicators;
 Review of current resourcing profile and pyramid;
 Escalation of appropriate items;
 Specific support required;
 Status of client invoicing and payments;
 Review of client satisfaction level;
 Contractual status of Engagement.
Participants of the M-Review are:

 The Engagement Manager;
 The Delivery Manager;
 The Business Development representative;
 The Engagement Financial Controller.
When major decisions must be taken about engagement implementation (in particular decisions having
an impact on engagement revenue or contribution recognition), the Account Executive and Business
Unit manager may participate in the meeting.
The minutes of the meeting will record relevant information, actions and decisions made during the
meeting.
10.8 Escalation Mechanism

The Engagement Manager must alert the Delivery Manager and their superiors whenever a serious risk
level occurs.
If the origin of the risk is internal and relates to the organization of the Capgemini delivery team or to
the delivered solution, the Engagement Manager and Delivery Manager must refer to the Business Unit
primarily responsible for the delivery.
If the origin of the risk lies in the relation with the client, the Engagement Manager must refer to the
Business Development representative.
The receipt of all written complaints from the Client must be immediately acknowledged by the
Engagement Manager following consultation with the Delivery Manager and Business Development
representative. An action plan should then be developed by the Engagement steering team (Delivery
Manager, Business Development and Engagement Manager) to address the Client’s concerns. Where
Capgemini commercial interests are at stake, a representative of the BU management team must also be
involved in any client communication and subsequent action planning activities.
10.9 Reporting
Each month, the Engagement Manager produces the Engagement Status Report.
The monthly Engagement Status Report must present a realistic status of the Engagement, with reference
to our contractual obligations. It will be used as the main input for discussion at the M-Review and client
monthly status meetings to assist relevant stakeholders in understanding the current status and progress
of the Engagement.
The monthly Engagement Status Report includes the N2K “PSR Summary” (for units equipped with
GFS or NOP) that must be sent to the Delivery Manager for further consolidation in the Delivery KPI
Report (DKPIR) within the N2K tool. The monthly Engagement Status Report also contains key
information about all aspects of the Engagements (e.g., risks, issues, changes, quality, suppliers, etc.).
10.10 Engagement Delivery Methods and Tools
To ensure that engagements are carried out in a consistent manner and achieve an overall optimum
profitability, all team members must be trained and work according to common Delivery methods using
standard tools.
10.10.1 Capgemini methods

Capgemini Delivery methods address two levels:
 The Engagement Management level with methods that cover the managerial activities
for each type of delivery (i.e., “project based” delivery or “service based” delivery);
 The Delivery level that differs from one technology or delivery lifecycle to another.
The Engagement Management level methods for project based delivery are published in our
international Delivery reference system, DELIVER . The Delivery level methods can either be published
in DELIVER or embedded in tools which support specific types of delivery.
“Project based delivery” applies to engagements (or parts of engagements) that are of a “project nature”
i.e., have a defined beginning and end (usually time-bound), are often constrained by funding or
deliverables, and are undertaken to meet unique goals and objectives.
“Service based delivery” consists in repetitive, permanent or semi-permanent functional activities aimed
at producing services. This is typically the type of delivery which covers the “run” part of the
outsourcing engagements for infrastructure, applications and BPO activities.
The table below shows the methods that should be used for the Engagement Management and Delivery
levels for Project or Service based delivery:
Project Delivery (DELIVER) Services Delivery
Engagement Management Level Unified Project Management For engagements using ITSM, the
(UPM) embedded SMPM processes
Delivery Level Rational Unified Process (RUP) Global Outsourcing Processes
iSAP for SAP projects (DELIVER)
Oracle Methods
or, for engagements using ITSM,
Global BI process
the embedded SMPM processes
Data Migration Method
Global Transition
Due Diligence
Integrated Architecture
Framework (IAF)
Infrastructure Design Framework
(IDF).
10.10.2 Capgemini standard tools

Standard tools are the following and must be used for the functionality they cover except where client
obliges the use of their own or different tool:
 Empower (CA Clarity): Project Management tool set covering planning, scheduling,
estimate to complete calculation, and which can be used for risk and issue management.
 Coconet (CollabNet TeamForge): Collaboration tool covering distributed software
development, requirements capture, distributed reviews, document management
between the distributed teams; it is also the recommended tool for Risk & Issue
management and tracking.
 CAST: CAST Application Intelligence Platform is Capgemini standard for code quality
assessment.
 GREAT: standard workload estimation tool (covering today project based delivery in
SAP, ORACLE, Business Intelligence, Data Migration, Custom Software Development,
Application Integration, Business Process Management).
 N2K Delivery: It is the mandated tool in units fitted with GFS or NOP for monthly
reporting of the engagement financial status.
 Live communication tools:
 GIMS (Microsoft Office Communication Server + Microsoft Live Meeting) offers an
integrated set of instant messaging services, web conferencing, and audio conferencing
with dial-in access.
 LVIS is a service to ease and encourage the use of videoconferencing. It provides a self-
service portal where anyone can submit videoconference requests.
 Subversion: Software Version and Configuration Management for distributed teams
(unless 1/client mandates the use of its own selected Configuration Management System,
or 2/for existing Rational environments where Rational ClearCase is recommended).
The following tools are recommended:
 Rational Functional Tester and Test Manager: recommended for Functional Testing
and Test Management in engagements where Rational software is already deployed or
where engagements are run in a wall to wall Rational environment such in certain ADCs.
 HP Quality Center: recommended for Functional Testing and Test Management in
other engagements (e.g., SAP roll-out etc.).
For IS engagements using ITIL based standards, the BMC ITSM has been adopted.
10.11 Complex Projects

10.11.1 Complex Bid & Project Definition
Complex Bids and Projects represent a class of bids and engagement within the Group that by reason of
their size, delivery model or financial performance, carry a significant exposure for the Group in terms
of delivery risk. During the bid stage, it is essential that delivery risk is pre-empted, whilst during the
delivery phase, effective mitigations strategies for overruns should be in place.
Because of the risk involved, Complex Bids/Projects require a specific approach for tracking
performance and follow-up.
Mitigating overruns during the delivery phase is essential. However it is a defensive approach and must
be balanced with a more pre-emptive anticipation of delivery risk during the bid phase.
10.11.2 Complex Engagements Criteria

10.11.2.1 Complex Bids
A Complex Bid is a bid:
a. which qualifies as a Special Business Deal (as defined in section 7.3A) for which Group
BRM requested that a Flying Squad be performed; or
b. which meets the criteria of Complex Engagements for TS, AM or IS.
10.11.2.2 Complex Engagements

An Engagement in Delivery will qualify as a “Complex Engagement” if one of the following criteria is
satisfied:
 It was identified as a Complex Engagement during the bid and/or went through the GRB,
or
 For TS Engagements:
 All Engagements equal or > €10m;
 All Engagements reaching a negative DVI of -€1m or worse;
 All mid-size projects (€2m – €10m TCV) with 2 Players and a complex architecture or
methodology, or missing expertise.
 For AM engagements:
 All projects > €2m annual revenue, declared “red” at the M-Review for 3 or more
months, or the engagement YTD negative DVI against the annual Contribution budget
is < -€500k;
 All contracts > €10m per annum (for Big Countries) and >€ 6m per annum for other
countries;
 All mid-size projects with 2 Players €5m - €10m per annum for Big Countries and €2m
– €6m per annum for other countries.
 For IS engagements:
 All contracts > €10 m annual revenue;
 All mid-size projects (€5m – €10m per annum) with 2 Players;
 All projects > €2m annual revenue, declared “red” at the M-Review for 3 or more
months, or the engagement YTD negative DVI is < -€500k.
Definition: 2 Players
 2 or more SBUs, countries and/or disciplines (offshore excluded) having each of them a
share larger than 30%;
 1 SBU + 1 big external subcontractor where the subcontractor portion is 30 % or greater;
 TS + AM where the TS portion (Build before AM, transformation, transition) is larger
than 2m€ TCV.
Definition: Big Countries

Big Countries defined within Capgemini are: France, USA, UK, the Netherland and Germany.
Complex Engagements Definition

Any deal which went to the GRB during the bid phase
AM (Big AM (other
TS IS
countries) countries)
All projects > All contracts > All contracts > €6m All contracts >
€10m TCV e10m per annum per annum €10m per annum
€2m – €10m TCV
with 2 Players and
complex €5m – €10m per €2m –€ 6m per €5m – €10m per
architecture or annum with 2 annum with 2 annum with 2
methodology (e.g., Players Players Players
Agile) or missing
expertise
Engagement Engagement
Engagement
declared "red" at declared "red" at
declared "red" at the
the M-Review for the M-Review for 3
M-Review for 3 or
All projects with a 3 or more months or more months
more months where
“Red” DVI of -€1m or where annual where annual
annual revenue is >
Engagements worse revenue is > €2m revenue is > €2m
€2m
OR Engagements OR Engagements
OR Engagements
YTD DVI < - YTD DVI < -
YTD DVI < -€500k.
€500k. €500K.
Any other project deemed extremely risky in the QA review
10.11.2.3 Flying Squads
Flying Squads are usually performed by teams headed by an Engagement Manager who is level 3 or 4
certified. The objective is to provide recommendations to mitigate risks. Experts & architects may
complement the team as required.
Flying Squads are compulsory for all Complex Engagements.
Flying Squads must be launched in the following cases:

 Won complex Engagements (Launch FS): To be performed within 30 days of contract
signature of a complex deal. The objective is to validate the architecture, assess third
party management and to define or refine the engagement’s scope.
 Red projects (Fixing FS): A Flying Squad is launched as soon as an Engagement
reaches a negative DVI as defined above.
In addition, if required, a Flying Squad should be requested during the bid phase for a Complex bid to
provide support to the sales/delivery team on architecture, solution, planning, or resources.
At any given moment a manager can ask for a Flying Squad to secure ongoing and future delivery.
Within a week of a Flying Squad’s recommendations, the bid manager or engagement manager must
provide an action plan, aligned with the delivery manager, and progress must be closely monitored by
the BU Delivery Manager/ SBU Office of Complex Projects (OCP) manager/ Group Delivery manager
as appropriate.
10.11.2.4 Tracking Complex Projects

The Group Delivery function closely tracks performance of Complex Projects at the region, SBU and
Group level. The purpose of this tracking is to ensure that adequate controls/risk anticipation and
management follow-up is in place to ensure a successful sale and delivery of the engagement. We use
two tracking mechanisms:
 A Monthly Status Dashboard, used within the SBUs for all Complex Projects, is shared
monthly with Group Delivery. The Monthly Status Dashboard shows the level of
adoption of Group Recommendations on Complex Projects as well as the status and
progress of the engagement.
 A monthly KPI Report showing financial and delivery status of the Complex Project.
The KPI report is consolidated at Group level.
10.11.2.5 Recommendations for Complex Engagements

The Group has established a set of key recommendations to be followed for each Complex Engagement
during the sales and delivery phases, the so called Ten Recs. A subset are:
 A process must be in place to identify Complex Engagements during sales and delivery
cycles;
 An Executive Sponsor should be appointed to provide executive engagement support
and an escalation path for critical engagement risks and issues;
 A risk assessment checklist must be applied during sales and delivery with an effective
follow-up action plan;
 The SBU Office of Complex Engagements must be involved from stage 3;
 The assigned engagement manager for delivery must be certified to Level 3 or Level 4
within the Group Engagement Manager Certification Program for all Engagements
above €10m, for Engagements above €2m the Engagement Manager must be Level 1 or
2 certified;
 The engagement must have a signed BCS/IV (by both sales and delivery) and contract
(by contracting business unit and client) prior to delivery commencing;
 The resourcing for the engagement must consider using resources outside of the
contracting business unit to ensure the right skills are deployed and that the engagement
contribution level is maximized;
 A monthly delivery M-Review must be implemented to review engagement performance
and forecasts, including the review of the DVI and to agree an appropriate action plan
for outstanding issues;
 Clearly-defined acceptance criteria must be in place to ensure we are meeting the client’s
expectations;
 Formal negotiations are held/documented for any additional engagement funding for
activities outside of the contracted scope and/or change orders.
The Monthly Status Report is used to track progress of each Complex Project.
10.11.2.6 Key Performance Indicators (KPIs) for Complex Engagements

During the delivery of a Complex Engagement, a series of KPIs are reported by SBU/BU Delivery
Managers and sent to/monitored by Group Delivery. These ensure not only that appropriate visibility
and action can be taken quickly to resolve critical engagement issues but also that successful
engagements get the necessary recognition across the Group.
There are three types of KPIs:

 Basic engagement data (engagement name, engagement manager, client name, contract
revenue values, budget contribution levels, etc.);
 Engagement risk and issue information (top 3 risks, top 3 issues, ACE values, on-budget
status, BCS and contract signed status etc);
 Financial and Delivery Performance information (forecasted contribution, estimate costs
to complete-ETC, DVI, YTD DVI, estimated completion date, revenue recognized,
Work in Progress (WIP), Billed in Advance (BIA), Action Plan in place, etc.).
A Monthly KPI Report (KPIR) is used to capture and report this information.
10.11.2.7 Build to Run Recommendations

Build and run Engagements are complex engagements requiring specific care.
A set of “10 Build to Run” recommendations covering the governance and execution of these
engagements is available in the delivery intranet delivery.capgemini.com which contains documents,
best practices and useful links. The “10 Build to Run” recommendations should be applied
systematically to all new Build to Run engagements and the Office of Complex Engagements (OCP) &
Delivery manager have to ensure “Build to Run” recommendations are applied.
10.11.2.8 Advisory Boards

On a case-by-case basis for very large complex engagements an advisory board should be put in place
as those exceptional engagements need a more permanent support from Group top experts in client
facing, delivery & complexity management.
The Group Review Board, the SBU leader or the Group Delivery manager might require the Advisory
Board to be set up. The Advisory Board provides recommendations to the Engagement Manager, SBU
Management and Group Delivery on major issues, risks & challenges.
The Advisory Board is not an audit structure. It does not manage throughout a specific reporting. The
Advisory Board is not a steering committee in charge of monitoring day-to-day management and does
not replace existing organization & governance.
10.12 OTACE (Client Satisfaction)

The Group is committed to deliver measurable and sustainable products and services, at or above client
satisfaction. Capgemini “Client Satisfaction Survey” is the process in place to evaluate this Group
fundamental.
Client satisfaction survey is implemented at Engagement and Account levels.
Client Satisfaction Survey at Engagement level: OTACE (On Time and At Client Expectations) is
the usual Capgemini process to monitor customer satisfaction; key steps of this process are the
following:
 At beginning of an engagement, client selects and weights predefined criteria out of a
list,
 Assessments are done periodically by the client, at engagement level, for a set of selected
Engagements,
 The coverage ratio is calculated using N2K data as a reference (Engagement count, YTD
revenues, …), for units equipped with GFS or NOP;
 Early warnings are expected from this process, in order to enable Engagement manager
to put in place, right in time, when relevant, improvement plans.
Client Satisfaction Survey at Account level: This survey has to be done at account level & ruled by
the following principles:
 It is delivered at CxO level by a senior manager or preferably a VP preferably face to
face;
 The account manager is closely related to this survey, being consulted and informed but
does not attend the meeting;
 The list of criteria used, which differs slightly from the OTACE one, includes open
questions.
The results of both approaches (at engagement and at account levels) are consolidated at BUs and Group
level, on a monthly, quarterly or Half-year basis.
Those two cross-complementary angles, at Engagement and Account levels, aims at providing
Capgemini with a complete vision on how we serve our clients:
 To increase the added value we provide, at executive level on key accounts within the
framework of our global relationship;
 To better understand strategic needs of our key accounts ;
 To enhance the value of Engagement level surveys, using the account level survey
results, to better align our delivery activities with the global expectations of our clients.
10.13 Management Sourcing

As a general rule, any Capgemini entity should refrain from providing clients with employees to serve
in executive or management level capacities. In exceptional circumstances this may be authorized by
the Group to conduct a business activity mainly focused on the procurement of interim management
services in compliance with local laws. This practice presents unique risks (e.g., shareholder derivative
suits, breach of fiduciary obligations, etc.) to Capgemini and can jeopardize a project. Accordingly, this
practice requires the prior written approval of the head of the SBU and compliance with the following:
 Particular care must be taken to state the scope of decision-making authority to be
exercised by the Capgemini employee. An appropriate indemnification and/or disclaimer
of liability should be obtained from the client for decisions and/or other actions made by
the Capgemini employee;
 The client should represent that the client’s directors and officer’s (D&O) liability
insurance policy covers the employee;
 The Capgemini employee serving on such an engagement should not make decisions on
behalf of the client relating to the purchase of services or goods from a Group entity,
unless prior specific written approval is obtained from the client and the client clears the
apparent conflict;
 The Capgemini employee should not receive any compensation directly from the client;
and
 The Capgemini employee should remain under the exclusive authority of the Capgemini
entity.
10.14 Delivery Support Documentation

The following table summarizes the supporting material available to the Engagement Manager covering
the contents of this chapter:
Delivery Methods DELIVER

Project contribution improvement guidelines Improving Project Contribution
Complex Projects Definition and related policies, Delivery Guidelines
guidelines (e.g., Build to Run Recommendations)
Delivery Rule Book Delivery Rule Book
TransFORM TransFORM2014
Group Staffing Tool World Wide Staffing
Group Tools Delivery Tools
11.Finance
The detailed description of the Group’s financial and operational reporting processes, organization of
the Finance function, accounting, control and business reporting rules are included in a single document,
TransFORM2014 which can be found on the finance section of the Group Intranet.
TransFORM2014 procedures and rules are mandatory and subject to audit, and they must be known and
applied consistently by all operations.
Our Group financial organization, processes and systems are designed to allow us to achieve the
missions of the Finance function as stated section 4.4.1.
11.1 Organization and Responsibilities

11.1.1 Group Finance
The Group Finance organization centrally handles Corporate Finance functions. It also exercises an
independent financial control on Operations through a direct reporting line authority over Strategic
Business Unit (SBU) Controllers and supported by efficient management of the information system
network and processes.
Group Finance covers the following areas:

 Finance Control;
 Corporate Finance and Risk Management;
 Financial Services and Holdings;
 Investor Relations;
 Merger and Acquisitions;
 IT and Procurement;
 Finance Transformation.
11.1.2 SBU Financial Controllers and their Controllers

SBU Financial Controllers report hierarchically to the Group CFO and functionally to the related
operational manager. It is the duty of all SBU Financial controllers to inform both operational
management and finance management of any items that may affect assets and results.
Their mission is to:

 Control the business by maintaining operational internal controls and providing reliable
and compliant financial information;
 Assist and support operations in actions to improve profitability and cash situation, and
to coordinate & challenge budgets & forecasts.
When providing operational reporting, SBU Financial Controllers must ensure that:
 The full set of financial information as required by Group instructions is delivered on
time and in total compliance with TransFORM2014 rules. Any exception to
TransFORM2014 has to be communicated to and agreed by Group Finance Control.
 Group Management is adequately informed of the situation in their SBU through on time
issuing of relevant reports / analysis of forecasts and monthly results.
All SBU Financial Controllers should enforce the following principles within their SBU:
 Direct reporting line to them throughout the finance community, from the controllers of
the Group of Units (GoU) to the Business Unit (BU) controller and below;
 Same mission definition as above applies for all controllers at any level of the structure;
 GoU and BU controllers at the right level of empowerment and notably being a member
of the Executive Committee of the unit they are in charge of;
 Compliance with “one over one” rule for appointments, recruitments, terminations etc.
Financial Controllers are also responsible for preparing their financial statements (consolidation
packages, local statutory accounts) in good faith, in accordance with Group rules (TransFORM2014) and
for reporting them on time to the Legal Financial Director (LFD). In the context of French law
(Loi sur la Sécurité Financière), they are required to confirm it to the Group CFO and the relevant LFD
in a Letter of Representation.
11.1.3 Legal Financial Directors (LFDs)

Legal Financial Directors sit at the country or region level. The LFD covers all the disciplines in the
geography except for Sogeti where there is one LFD for the whole SBU.
The quarterly consolidation described below is the main process for external financial information. It is
therefore critical to ensure that the information provided to Group Finance is reliable and consistent at
all levels as well as it is for local purposes; this is the LFDs’ responsibility. It implies:
 Ensuring the homogeneous implementation of Group financial & accounting standards;
 Ensuring the homogeneity of local closing assumptions;
 Monitoring the cash situation and financing requirements;
 Ensuring compliance with tax rules and local statutory rules and calendars;
 Maintaining a proper financial internal control environment;
 Managing the relationship with outsourced financial & accounting services providers;
 Signing the local statutory Financial Statements;
 Signing the Financial Statements of the sub-consolidation level hosting CS/TS/OS
disciplines and other functions, for Group consolidation purposes and reporting them on
time;
 Signing the related Letter of Representation (co-signature with operational manager);
 Managing the relationship with external auditors.
To meet these objectives, the LFD is the owner of the sub-consolidation and the statutory closing
processes. The Financial Controllers of the different disciplines inside the geography have to comply
with the instructions issued by the LFD in terms of:
 Closing timetable and deadlines;
 Preparation and conclusion meetings;
 Reports and requests for explanations;
 Anything the LFD needs to fulfill their mission.
In particular Financial Controllers have to inform the LFD and relevant legal departments in due time
of:
 Major closing options (provisions for risks, restructuring, pensions, bonuses, capitalized
costs, treatment of aged debtors and WIP, etc);
 All major business decisions impacting financial statements;
 Project related issues;
 Internal control issues, accounting issues;
 Tax and legal issues.
The LFD chairs meetings with external auditors and is copied on all their conclusions memoranda.
The LFD also has access to all internal audit reports in his/her geography.
11.2 Financial and Operational Reporting Processes

Our reporting objective is to measure and follow performance of Group, SBU and Business Units on a
weekly, monthly, quarterly and yearly basis. Finance is responsible for delivering true and fair
financial and operational information.
For each process described below, instructions are regularly updated and published by Group Finance
in order to detail general requirements (operational structure, roles and responsibilities etc) as well as
data requirements and deadlines. Reported data must comply with rules and procedures described in
TransFORM2014.
11.2.1 Budget process
The budget process is a combination of top down Group ambitions and bottom-up process from
Operations. It involves:
 Translating strategic plans into one year targets;
 Validating Group objectives with operational plans;
 Obtaining commitment from operational managers on financial targets.
The Group annual budget process is organized around four key steps:
The “Big Picture” & Communication of Group Objectives

 The “Big Picture” is the result of management assessment of the general economic outlook,
market conditions, and competitive environment. It results in the formalization of a Group
ambition and objectives.
 The Three Year Plan is part of this process. The Three Year Plan is a strategic medium term
review of the business identifying strengths, weaknesses, opportunities and threats that the
company will face over the next three calendar years.
At the end of this process, the CEO and Chairman of the Board provides SBUs with objectives
for key indicators.
The Budget Reviews

Once the “Big Picture” ambitions are defined, SBU Heads cascade them to their BUs, which prepare a
detailed financial budget that will be challenged and consolidated by the SBU Financial Controller.
SBU Management then presents the resulting bottom-up budget to the CEO and Chairman of the Board
and the Group CFO together with an associated risk/opportunities analysis and gap to expectation
analysis.
A new assessment is made based on the outlook of the consolidated budget and the CEO and Chairman
of the Board sets up a final Budget for the Group.
Board Budget Presentation

Before committing the organization, the Chairman of the Board and CEO submits the budget to the
Board of Directors.
The Budget Letters

Once approved by the CEO and Chairman of the Board, Budget letters are sent to the SBU Managers,
who are then in charge of reaching the budgeted financial objectives. No deviation from Budget letters
figures is accepted in any budget data, including the respect of the phasing.
The budget then becomes the basis for comparison and analysis of rolling forecast and actual variances
and the basis for computation of the variable part of operational managers’ compensation.
11.2.2 Reporting Process

11.2.2.1 Weekly Reporting
To shorten response time and react in an extremely quick manner to diverse situations, three key
parameters are followed weekly at all levels of the organization and their trends are compared to Forecast
and Budget figures:
 Bookings/funnel;
 Utilization/Bench;
 Cash.
11.2.2.2 Monthly Operational Reporting/Actuals

Operational reporting, prepared on a monthly basis, includes comments and relevant analyses,
comparisons to budget and previous period, and forecasts. It is based primarily on the following
information:
 Profit & Loss (P&L down to GOP);
 Funnel & Bookings;
 Analysis of costs by nature;
 Key Performance Indicators (KPIs);
 Human Resources information;
 Cash Flow statement;
 Global Account and Sector reporting.
11.2.2.3 Rolling Forecast

The rolling forecast reports through a bottom-up process the realistic prospective view over the current
month and the six subsequent months of P&L, KPIs, cash flow and bookings. It also includes the likely
year-end picture and a written status report reflecting the SBU manager comments on the reported
forecast.
All information used to prepare rolling forecasts is produced under the accountability of the BU/SBU
manager and under the responsibility of his/her BU/SBU Controller. The quality of these forecasts is
critical for managing the Group and allowing pro-active corrective actions in the case of gaps to budget.
Forecast reported data have to be reasonable and have to include realistic expectations, which then
enable the CEO and Chairman of the Board and Group CFO to communicate properly anticipated Group
performance to the stock market.
11.2.3 Consolidation Process

For the quarterly consolidation, the financial statements of consolidated companies are sent to the Group
by the Group sub-consolidation levels.
For half-year and year-end consolidation, packages must be reviewed/audited and certified by the
auditors.
11.3 Finance and Accounting Standards

Group accounting standards for operational and consolidated financial statements are, pursuant to
European Commission Regulation No. 1606/2002 of July 19, 2002, prepared in accordance with the
International Financial Reporting Standards (IFRSs). These are issued by the International Accounting
Standards Board (IASB) and include International Accounting Standards (IASs) and the related
interpretations endorsed by the European Union at closing date and published in the Official Journal of
the European Union.
The Group accounting standards are described in TransFORM2014, Any question or issue related to
accounting principles should be raised with the Finance Control department.
The Group consolidated financial statements are published in Euros and non Euro Financials are
converted into Euros:
 At month end for operational financial reporting purposes, on the basis of a budget
currency table issued during the budget process by Group Finance;
 At quarter end for consolidation purposes, on the basis of an actual and average currency
table issued by Group Finance
11.4 External Auditors

The Board makes the appointment and revocation of External Auditors based on the recommendation
of the Audit Committee. External Auditors perform a permanent mission over internal controls and
financial statements throughout the organization. They report their findings to the CEO and Chairman
of the Board and the Group CFO before formalizing their opinion on the quality and reliability of the
information and, if necessary, provide recommendations. The Group CFO is responsible for ensuring
strict compliance of Group Financial Statements with enacted accounting principles and managing the
relationship with the External Auditors. The Group CFO relationship with external auditors is delegated
to the Legal Financial Director for the scope under his/her responsibilities.
11.5 Internal Control

11.5.1 Overview
One of the main missions of the Finance departments all over the Group is to implement and maintain
a strong and sound internal control environment. This mission is described in TransFORM2014, notably
in section 2: Operating rules & key controls.
Although Finance is responsible for guaranteeing the protection of assets and the reliability of Financial
Statements through the internal control environment it is maintaining, all members of the Capgemini
Group contribute to the efficiency of the internal controls. One area where this is particularly true is
asset management. Finance plays obviously a key and leading role there, notably by defining the
strategies (buying vs. leasing), setting and controlling spend budgets, maintaining a proper fixed asset
register and in general making sure adequate processes are in place. Additionally, Procurement has the
lead on sourcing, acquiring and disposing the assets and ongoing supplier contract management. The
Operations (for client / internal assets) or ITICS (for internally used assets) are responsible for the
physical protection and management of the assets, their adequate and optimal use.
The objectives of our internal controls are to prevent, detect and predict risks, errors or frauds. They can
be classified into three complementary categories:
 Monitoring controls;
 Transaction controls;
 IT controls (or automated controls).
11.5.2 Key processes

11.5.2.1 Monitoring controls
Monitoring controls are basically all controls performed by management and not related to individual
transactions.
Budget, forecast, actual and consolidation processes are the most common monitoring controls, enabling
the follow-up and measurement of performance. Though variance analysis (with the help of Key
Performance Indicators reviews and Business reviews) they also allow management to prevent and
detect risks (e.g., market trends, cost base evolution, delivery issues) and errors/frauds (abnormal
variances on prices or costs, high amount of outstanding receivables, etc).
Other key monitoring controls that have to be implemented and regularly performed include reviews of:
 the Sales funnel;
 Bid Control Sheets / Internal Views;
 Aged Debtors / Work in Progress (WIP) list;
 Project / Deal follow-up;
 WIP without contract list;
 Bank reconciliation.
11.5.2.2 Transaction controls

Transaction controls include all controls that ensure business transactions are completely and correctly
registered and reflected in the Financial Statements, and that they are compliant with rules and laws.
To guarantee a proper separation of duties, transaction controls are usually performed by staff
independent from those who registered the business transaction. These employees are not necessarily
Finance staff.
Numerous controls are required to meet the above objective and it is management, and in particular
Finance management’s responsibility to write and enforce adequate policies.
This is in particular the case for:

 Pricing and contracting guidelines;
 Revenue recognition & project accounting rules;
 Authorization matrices;
 Travel & Expenses policy;
 Bank signatures;
 Invoicing & credit notes procedures;
 Inter-companies transactions.
More details can be found in TransFORM2014.
11.5.2.3 IT controls
IT or automated controls refer to all controls randomly performed by our systems and which prevent
unauthorized transactions or detect unusual ones.
The main categories of such controls are:

 Segregation of duties / responsibilities
 Passwords;
 Workflows;
 Reconciliation and cross checks;
 Queries and exceptions reports.
12.Mergers, Acquisitions & Disposals
Group business developments may entail acquisitions or disposal of existing activities. An Acquisition
Review Board (ARB) is in place to streamline the decision process and ensure the consistency of
external growth and divestitures.
The ARB is composed of the CEO and Chairman of the Board, Group CFO, Group General Secretary,
Group General Counsel, Group Strategy Director, and Group Mergers & Acquisitions (M&A) Director.
The latter is the ARB Secretary.
Financial criteria for acquisitions and divestitures are determined by specific guidelines set out by the
CEO and Chairman of the Board. Any transactions likely to have a significant impact on the financial
situation or commitments of any Group entity require a formal decision of the Board of Directors. This
is in particular the case for acquisitions or disposals in excess of €50m.
12.1 Disposals
Disposals are decided at Group level either on the basis of Business Unit (BU) propositions or based on
a strategic review of our portfolio, which looks at activities that are non-core or undervalued within the
Group.
Activities are to be sold as going concerns. It is therefore paramount that the sale process does not affect
the normal conduct of business.
12.2 Acquisitions
All possible acquisitions must fit with the Group overall strategy and requirements of each BU or region.
Prior to the financial analysis based on the criteria below, Group M&A and Strategy may vet an
acquisition process if deemed inconsistent with Group or BU strategic goals.
Strategic acquisitions are managed at Group Level.
13.Insurance
13.1 Responsibilities
The Group Insurance Manager is responsible for all “non-life” insurance whilst “life” insurance, closely
linked with employee’s benefits, is managed by human resources departments.
Group policy is to have insurance limits up to the replacement value for its goods and assets and, as
regards any liability, up to the reasonably assessed value of the maximum possible risk by comparison
with other leading companies in the same sector of activity.
The level of deductibles should be high enough to incite operational managers to get involved in risk
prevention and amiable dispute resolution, without causing any high financial risk for the Group. Each
Business Unit (BU) manager is responsible for managing risks in their own particular area of
responsibility.
All Business Units (BUs) are required to implement procedures to:

 Limit their contractual liabilities;
 Limit any damage to clients, employees and any other third parties;
 Ensure the business continuity;
 Guarantee the safety of people, confidentiality of data and protection of buildings, assets,
IT systems and networks under the unit’s care and custody.
Any legal and regulatory obligations imposed at local level, especially those relating to the safety of
people, must be complied with.
Risk prevention is a management duty. Insurance is never a substitute for risk management.
13.2 Commercial General Liability and Professional Indemnity

This insurance coverage, important for our clients, is globally implemented and managed at Group level.
Any company in which the Group has more than 50% ownership is insured by a worldwide Group
insurance program. This covers the financial consequences of the company’s commercial general (or
public) liability, professional indemnity (or errors and omissions) and product liability, i.e., any damage
caused to third parties within the course of our usual business activities, anywhere in the world.
The Group Insurance Manager manages this program with a worldwide insurance broker. The
relationship with the broker is organized in each country through the Legal Department.
Any client requirements for specific insurance conditions or scope of coverage should be submitted to
the Legal Department.
Units using sub-contractors must check that they are properly insured with their Legal Department.
The Group Insurance Manager must be informed of any new activity or risk that may not be covered by
the existing Group insurance program or if any specific additional insurance is needed.
Group insurance conditions, namely indemnity limits, are strictly confidential. Standard insurance
certificates for amounts in line with the negotiated contractual liability limits can be obtained from the
Legal Department. Non-standard insurance certificates or certificates for amounts of 10 million Euros
or higher need approval from the Group Insurance Manager.
Potential litigations and claims must be immediately reported to the Legal Department. No claim must
be directly declared to the insurer or broker without prior written approval of the Group Insurance
Manager. Each BU remains accountable for the management of its own claims.
13.3 Property Damages and Business Interruption

This insurance coverage is globally implemented and managed at Group level. Local insurance policies
are issued in each country within a common global framework. This covers any damages to our buildings
and assets, including assets under our care and custody, and the financial consequences of possible
business interruptions resulting from insured damages.
Our assets are insured up to their replacement value. Business interruption limits are based on estimated
maximum possible risk taking into account the importance of on-site operations and the existence of
comprehensive business continuity plans. Details of existing locations, assets and business interruption
risks are collected once a year by the Group Insurance Manager. Any significant move or new location
must be (i) approved by the Group Real Estate Manager and (ii) reported to the local correspondent of
the Group worldwide insurance Broker.
Each building must have regularly audited security measures and emergency plans in place. Any
damages must be immediately reported to the local correspondent of the Group Broker. Claims are to
be managed locally under the responsibility of each BU.
13.4 Other Group Coverage

The other insurance policies globally managed at Group level are:
 Directors & Officers liability;
 Crime and fraud;
 Kidnap and Ransom;
 Emergency assistance and repatriation.
Each BU is in charge of taking any prevention measures or actions needed to mitigate the above risks.
Any problem or claim should be immediately reported to the Group Insurance manager. The insurers
could refuse reimbursement of claims that are reported late.
13.5 Local Insurance Coverage

Each BU is responsible for checking that its operations, people and buildings or goods under its care or
custody are sufficiently insured in compliance with local insurance obligations. It is the BU’s duty to
take out and maintain all insurance policies needed to cover risks that are not already covered by an
existing global insurance policy.
The main risks to be analyzed at a local level are:

 Employer’s Liability;
 Workers’ Compensation / employee accidents;
 Automobile / Transports;
 Fidelity (notably for pension plans);
 Pollution; and
 Travel.
An insurance review must be organized in each BU at least once a year to take into account both our
actual risk exposure and the evolution of the insurance market.
The Group policy is to use reputable insurers with good credit ratings, as well as international world-
class insurance brokers. In order to ensure coverage consistency, all insurance relating to the same type
of risks must be regrouped and managed by one single broker.
The Group Insurance Manager must be informed of any change to local insurance policies that might
negatively impact the risk coverage or affect other existing policies.
13.6 Uninsured Risks

The Group has decided not to insure Employer’s Practice Liability, for which prevention measures and
high management attention is required. Pollution risks are not insured in all countries (especially in
common law countries). The consequences of terrorism, except when such coverage is compulsory and
available, are not systematically insured.
Services in some risky sectors like nuclear power generation, aerospace or some human health activities
are subject to specific insurance obligations. Other activities like legal services, audit and accounting
services and financial services are subject to specific regulations. Not all risks can be insured. The Group
Insurance manager should be contacted if significant unusual risks are identified.
14.Human Resources

Every team member is key to the success and sustainability of the Group. We offer an environment
where all professionals can progress and develop their skills and competencies, collaborate with diverse
professionals, contribute to the Group business goals through varied assignments and client
relationships, share knowledge, and enjoy a rewarding career.
The role and mission of the Human Resources community is to:

 Promote the Group’s reputation by demonstrating our genuine respect for people and
diversity and acting as a caring organization;
 Act as a strategic business partner by advising on the people perspective during the
design and development of our wider business strategy and by ensuring our people
objectives all tightly support our business objectives;
 Encourage personal ownership and leadership by supporting a client-focused culture,
welcoming personal involvement to deliver sustainable and profitable outcomes;
 Provide a challenging environment in which our people can grow through assignments
and appropriate learning experiences;
 Facilitate personal and professional networks to aid the retention of team members,
promote our reputation as an employer and ensure the appropriate balance of human
intellectual capital;
 Ensure equal employment opportunities, diversity and integrity through living the
Group’s Values and by providing a supportive environment that promotes a healthy
individual work/life balance;
 Provide equitable salaries, incentives and benefits ensuring fairness, internal equity and
external competitiveness of compensation strategy and systems;
 Develop and administer “best-in-class” HR practices by applying existing policies
consistently and by continuously reviewing and adopting 'best-in-class' policies and
procedures;
 Take decisions under a clear people management hierarchy – the “one over one” rule.
Any decision relating to an individual level n should be proposed by his/her direct
responsible, at n+1 level and be ultimately agreed by the n+2 responsible;
 Manage employee relations in a constructive and positive manner.
14.1.1 Our Commitment to our People

The success of our business is grounded in the diverse work and life experiences of our team members,
who enable us to both grow our business, deliver outstanding results to our clients and maximize
shareholder value. Key elements of our approach as an employer include:
 Fostering collaboration;
 Career flexibility through clearly defined career tracks that focus on a combination of
experience, industry expertise, technical, business and interpersonal skills;
 Learning and development opportunities to provide the tools needed to excel in
delivering to our clients and to develop our own capabilities to grow and our careers;
 A performance management process that rewards our team members for what they do
and how they do it;
 A team-focused environment rather than cliques and clans – where professionals can
enhance their skills, share knowledge and enjoy a rewarding career;
 Respect for the Group’s corporate social responsibility (CSR) and sustainable
development positions on diversity, social stewardship and Code of Business Ethics.
14.1.2 What we Expect from our People
In order for us to succeed in today's challenging business climate, every professional is expected to focus
on developing his/her own capabilities, as well as to assist his/her colleagues in their personal growth.
As part of our culture we expect our professionals to share our goals and help us to co-create. We also
expect all employees to sign up to our Code of Business Ethics (see section 2.4) and in particular have
awareness of the Group’s zero tolerance for any form of bribery and corruption.
14.1.3 HR Structure
HR operates globally, act locally, driving policies and guidelines on a global scale with a strong
delegation for local implementation. The Group HR team therefore relies on a structured organization,
the HR organization leverages the Strategic Business Unit (SBU) or Business Unit (BU) HR leaders to
develop key policies through a project-based approach. Once designed, these policies are deployed
locally and are subject to regular internal audit. The following sections set out the key HR guidelines
and policies that must be deployed and complied with on a Group-wide scale.
14.2 Recruitment and On-boarding

14.2.1 Recruitment Process
 HR teams must work with the business to develop recruitment plans aligned to the
anticipated onshore and offshore skills evolution and business needs. These plans should
reflect our desire to build skills for leveraging in our local businesses using different
centers globally.
 The Group is committed to recruiting and developing a diverse workforce that mirrors
the societies in which we operate. This should be reflected in recruitment processes and
plans.
 In order to prevent confusion in the marketplace and to manage our Capgemini and
Sogeti brands appropriately, recruiting advertisements should be planned together within
the same area, country or media. If a BU wishes to advertise in another territory, prior
agreement must be sought from the area in question.
 Every employee must sign an employment contract before joining the Group. Standard
employment contracts prepared by the country/BU Legal Department must be used. All
non-standard employment contracts must be reviewed before signature by the country
HR head and assisted by the country Legal Department. For employees transferred via
acquisition or outsourcing local legal requirements on employee contracts must be
followed (see section 14.2.2).
 Every employee must not engage in outside activities that compete with the Group or
assist a Group competitor.
 The compensation package offered in the agreement must strictly comply with local
regulations and usage. It is granted in accordance with Group compensation policies and
local compensation ranges which are under the control and supervision of the HR
organization.
 In rare circumstances, special labor contract commitments may be granted. They should
be disclosed as commitments given in consolidation packages. Such commitments must
be proposed by the SBU Head, approved by the Group and reported to the SBU Financial
Controller for inclusion in consolidation packages.
 For the Group BUs that are not set up as legal entities, recruitment is to be carried out at
the initiative of each country BU, using the recruitment and sign-off processes and
compensation guidelines of the host legal entity. It is the manager’s duty to ensure that
local, European and international laws on the right to work, on working conditions and
more generally on labor laws are complied with (taxation, social security, health and
safety, data protection laws, work and/or residency permits, equal opportunities rights,
discrimination, sexual or moral harassment, disability laws, paid vacations, sickness,
maternity, compassionate leave, freedom of association etc).
 In particular, laws prohibiting the loan of employment (see section 10.1.11.2) and
service agreements between Group companies must be strictly adhered to. It is strictly
prohibited to pay employees as independent subcontractors.
 Managers are responsible for complying with rules concerning works councils or union
consultation and/or information.
 All necessary legal paperwork as well as copies of relevant documents must be sent to
the administrative department in charge of personnel management, which keeps and
updates a complete file for each new recruit.
14.2.2 Acquisitions/Outsourcing
For outsourcing contracts or acquisitions where a transfer of staff is required into the Group, managers
must be aware during the sales, transition and contract lifecycle processes of the need to comply with
local legal requirements. In the European Union, the European Acquired Rights Directive, which is
incorporated into each local country law, governs the transfer of employment of individuals and must
be complied with. For an acquisition or outsourcing deal in more than one country, the International
Works Council (IWC) Bureau needs to be informed/consulted. This information/consultation process is
co-managed between the concerned business leaders and Group HR.
14.2.3 On-boarding
The most appropriate way of integrating a new team member is through a proper on-boarding process.
On boarding should make our new colleagues feel welcome and demonstrate our values, our way of
working and ensure rapid understanding of role requirement. It starts on the very first day with
management commitment and should reflect a combination of practical issues and interpersonal
activities. A mentor should be assigned to support the new joiner’s integration.
Key elements of the on-boarding process must include:

 An on-boarding kit providing key facts and figures about the Group (organization, key
people, methods, tools and processes, practical aspects of the workplace);
 An interactive Group presentation by a senior manager representing the executive
committee of the hiring unit;
 A collaborative working session on the seven values;
 To follow the Code of Business Ethics e-learning;
 To follow the Capgemini on boarding e-learning;
 A copy of the Code of Business Ethics, of the Group Anti-corruption Policy and of the
Group Fair competition Policy;
 A session on our business and working practices, business ethics, knowledge
management and our collaborative working methods, including information on
supporting tools;
 For newly hired VPs, they should attend the GEO (Global Executive Orientation) in their
first 12 months and acknowledge having received a copy of the Code of Business Ethics,
the Group Anti-corruption Policy and Fair competition Policy (when the two policies are
released), and commit to complying with their terms.
On-boarding training should be completed within the first month of arrival. There should be checkpoints
with each new joiner at regular intervals during the first year and one around the time of the first
anniversary.
Before starting an engagement at the client site, team members should be informed about the client’s
business and working methods, and the nature, relevant practical details of the engagement (e.g.,
schedules, expense reimbursement) and health & safety rules.
14.3 Working Practices
Timesheets are a cornerstone of the Group management system and it is the manager’s responsibility to
ensure that every team member fills in detailed timesheets and related expenses at regular intervals (at
least once a month, and as required by local policies).
The management of each Group legal entity must make every effort to ensure that policies are in place
for appropriate working conditions for our professionals and that they comply with Group rules. These
policies include but are not limited to: travel and expense policies, health and security requirements, use
of corporate premises and equipment (telephone, e-mail, internet, etc), dress code requirements (when
applicable) and office environment requirements (e.g., no smoking policies).
To encourage retention and the engagement of our people, the Group supports, when applicable, flexible
working and aims to help foster a good work-life balance for employees. Local actions in this area are
varied, and must consider the impact on clients and the needs of the business, as well as the well being
of the individual. Part-time work, some work from home and sabbaticals are just some of the flexible
working models that may be deployed, taking into account local needs and conditions.
Regarding health & safety, the Group is committed to providing a safe and healthy working environment
in compliance with local laws and regulations. Within each country/BU, policies should be designed,
communicated and regularly updated and monitored to deal with health & safety aspects.
14.4 Career and Engagement Management

People processes are the foundation on which we build career and development opportunities and they
should be consistently and properly carried out across the Group. Career development frameworks map
the progression and promotion paths to enable the personal development of any team member across the
Group. Local career development frameworks should cover global competency framework, learning and
development, experiences needed, objectives and measurements.
14.4.1 Competency Model

A global discipline-based competency model is used as the basis for our local country career
development frameworks.
The expected behaviors from all employees are demonstrated and lived through the 7 Values. Further
details of the global competency model can be found on the Group intranet.
14.4.2 Personal Development, Evaluation and Promotion

14.4.2.1 Personal Development & Performance Evaluation
Personal development and promotion within the Group are based on personal delivered performance.
The performance evaluation of each team member is a key process. The following principles are set to
ensure consistency and fairness of treatment:
 Each team member must have a face-to-face performance review at least once a year,
based on a mix of inputs whenever possible:
o Career evolution and personal development plans should be discussed and noted
and integrated into the personal development plan process;
o Feedback from the review should be inputs to the compensation and
promotion review processes;
o If the team member is rated 4, a Performance Improvement Plan (PIP) must be
launched. The PIP is time-bound (up to 6 months) and has measurable milestones;
 The review process should continue throughout the year with regular updates (e.g., a
mid-year review and regular evaluation after each engagement).
When carrying out the performance review process, the following guidelines must be adhered to:
 All review meetings must be held in a spirit of openness, honesty and collaboration and
provide the opportunity to share two-way feedback;
 The performance rating is set on a scale of 1 (best) to 5 (worse);
 Rigorous calibration should be carried out to compare the ratings of individuals within
an appropriate peer group and to ensure fairness;
 Ratings must be based on real evidence;
 Team members should be assigned a mentor/counselor belonging to the same profession
to ensure independent advice and guidance on career decisions;
 Every team member should have a Personal Development Plan (PDP), which is clearly
communicated and agreed at least once a year. This should include quantitative and
qualitative objectives and specific learning/training plans.
14.4.2.2 Promotion
For all but Vice Presidents, the promotion process is handled locally. However, the following principles
should be adhered to:
 Promotion is on a merit and not on a ‘time served’ basis;
 The process is open: promotion criteria should be published for each grade and
employees are fully involved;
 The process is based on the Annual Performance Review (APR) and appraisal process;
 Promotion decisions are made based on a standard set of criteria;
 Promotion outcome decisions are clearly communicated;
 The promotion process should be annual.
Vice President promotion follows a consistent global process. This is issued and updated as deemed
necessary by Group HR.
For the personal development of VPs and team members, all BUs should ensure that:
 Priority is given to internal promotion wherever possible; and
 Formal succession plans should be set up for all key roles at all levels (and should also
be set up in the BUs reporting to them) in alignment with Group guidelines.
14.4.3 Team Member Engagement

Employee surveys are run to evaluate the level of engagement of our team members and our ability as
a company to deliver compelling career propositions. A regular survey enables management to identify
and address challenges, as well as understand where we are performing well in creating an engaging
environment. The key outcomes of our surveys are specific action plans for improvements.
When available, every employee must be given an opportunity to respond to an employee survey once
a year. Employee surveys include a core set of global questions that are tracked year on year at the
Group level.
14.4.4 Reporting
Every BU/SBU must consistently consolidate and analyze a set of HR related data. At the Group level,
much of this information is consolidated into the Group HR report. This data may be used both internally
and externally depending on agreed signoff. The Group level HR reporting requirements are set out in
the TransFORM2014 policy.
14.4.5 Departure from the Group
Retention is of prime importance to all of the Group companies and managers should take appropriate
steps to engage and motivate our team members.
However, it is our wish that team members leave the Group on good terms. Departures must therefore
be handled with care, complying with country legal requirements. To understand the reasons for
departure an exit interview should be conducted with each team member who leaves the Group
voluntarily. The information should be consolidated and analyzed. Necessary corrective measures
should be proposed in an action plan to be discussed with n+1 level. The decision whether or not to
exercise any non-competition clauses (entirely or partially) rests with the level n+1 manager.
To maintain good relationships with our alumni, all professional communities should be encouraged to
set up formal alumni programs. Within areas of the Group where no alumni program exists, it is up to
VPs to maintain ongoing relationships with key ex-team members and, where possible, to follow their
job movements.
14.5 Compensation Management

14.5.1 Principles
Throughout the Group, compensation is decided according to the following guiding principles:
 Compensation rules are designed at the Group level, with local implementation
respecting the global design;
 Compensation ranges are fixed primarily by SBU leaders and must be set according to
the role, job market and individual skills and profile;
 Total compensation and its evolution are at the individual level based on a team
member’s competencies and personal performance, taking into account market rates;
 The compensation system is aligned with our values – built on flexibility and
transparency;
 The variable element of compensation (e.g., annual bonus) aims to both share the
Group’s results and reward and motivate employees for their personal contribution;
 Remuneration letters are communicated annually;
 Any modification to the compensation package of a team member must be
communicated in writing and formally approved by him/her;
 Bonus and variable pools are subject to Group formal approval before distribution;
 Shortly after the start of the financial year, all individuals under a variable scheme should
receive the rules and objectives of their variable components, including their personal
Key Performance Indicators (KPIs).
The Selection and Compensation Committee of the Cap Gemini S.A. Board of Directors is in charge of
supervising compensation policies and actions throughout the Group as well as determining the
compensation of the Chairman of the Board of Directors and CEO.
14.5.2 VP Compensation
Some specific rules exist for VP’s compensation:
 The compensation scheme for VPs is issued every year by the CEO and Chairman of the
Board;
 Compensation must include a variable part that links senior executive performance with
remuneration. It is based on a set of objectives which are linked to the VP’s role and
responsibilities;
 The overall definition of these objectives and their relative importance is set by the
Group Management in light of the Group’s strategic objectives and compensation rules;

The variable part should represent 40% of total target compensation depending on role
and level and this variable part should not represent less than 20%;
 This variable component may vary between 0 and 200% of the target pending financial
results against budget and personal performance;
 Compensation details, amounts of fixed and variable parts, rules and objectives for
variable components are communicated individually in writing to VPs following the
budget and compensation approval processes. Typically, this is shortly after the
beginning of the year;
 The assessment of the variable portion is based upon the Annual Performance Review
(APR) and the individual’s performance against objectives/KPIs;
 The compensation package and variable amount of any VP must be submitted for
approval to the Group before being communicated and processed.
For all new VP level hires Group approval regarding the compensation package must be obtained prior
to hiring.
14.5.3 Salary Advances

Salary advances and loans are exceptional procedures designed to enable team members to alleviate a
significant and unexpected cash problem. A salary advance or a loan should therefore under no
circumstances be recurrent and must be approved according to a procedure set up by each SBU.
14.6 The Group University, Learning, Development & Knowledge

Acquisition
The quality of the services provided by Capgemini to its clients depends on the excellence and the
motivation of its teams. The Group invests in people, its major asset, from the moment they are hired,
and at every step of their career. The University therefore plays a key role in the quality of the Group’s
offerings and competitiveness. Strengthening the capabilities and/or personal skills of our team members
is not optional. It is to be formalized in the individual’s Personal Development Plan in alignment with
the role, the career path and the overall training needs of the local entity and the Group. The local HR
organization is responsible for driving and monitoring these processes.
The University drives the learning global curriculum framework which is designed and developed to
maintain and increase our team members’ competencies and capabilities so that they can develop,
deliver, grow and transform Group’s business.
The University aims at being the heart, home and hub for learning and bringing the Group's values and
spirit to life each time learning is delivered.
Its role is to:

 Develop and host learning content that must be consistently delivered across the Group
to insure the successful execution of our business;
 Structure learning content into a global curriculum;
 Within the global curriculum, monitor and ameliorate the quality of the program content
and delivery by leveraging its Next Generation Learning approach, creating new ways
of learning thanks to new technology and tools;
 Ensure the efficiency of learning design and development as well as the scalability of its
delivery (design once, build once, deliver many);
 Develop the professional competencies and capabilities of our people while promoting
networking within and across the professions and communities.
MyLearning is the Group’s learning management system and the repository for all the learning available
to our team members whether it is global or local curriculum. It contains descriptions and enrolment
capabilities for the University and the Group’s e-based learning modules. These programs should be
built into on-boarding and personal development plans. Similarly, the Group’s intranet, local intranets
and knowledge databases are major sources of both training and knowledge sharing and managers
should provide all team members with the opportunity to access them.
A key driver for growth and success comes through leadership, via a common leadership culture and the
creation of a leadership community. Our executives must be capable of visibly demonstrating their
capabilities to deliver business results via their leadership, communication, sales and delivery excellence
with our clients and with our people. In order to strengthen leadership capabilities, to accelerate
individual capabilities and to drive change, results and passion, the University’s Executive Education
Curriculum is managed at the Group level. Full program descriptions, the University booking guidelines
for both learning and other events (chargeable or not) and cancellation policies are available on Our
University intranet site.
14.7 Working Internationally in a risk framed environment

There are various opportunities for our employees to work internationally on global projects.
Our Group wants to be a responsible employer, with its employees working in a risk framed
environment.
Therefore, all employees traveling must comply with:

 the Group Travel and Expenses Policy (see section 14.7.1) when traveling on business purpose;
 the Travel Safety Policy (see section 14.7.2) when traveling abroad their country; and
 the Group International Assignment Services Policy (see section 14.7.3) when a visa or an
invitation letter is needed.
14.7.1 The Group Travel and Expenses Policy

When incurring business travel expenditure on the company’s behalf, the Capgemini Group Travel and
Expenses Policy (see section 18.5) applies to all employees and is intended to set clear guidelines and
procedures, including the following:
14.7.1.1 Capgemini approved Travel Agencies and Self Booking Tools

The Group has appointed specific Travel Agencies and implemented Self Booking Tools for each
country. Their use is mandatory for all team members. They are instructed to only propose preferred
partners.
In cases of emergency (individual sickness, political instability, civil disturbances or riot, terrorist attack,
conflict or war, natural disaster, etc.) it allows the Group to have visibility of the team members’
whereabouts, and when needed to communicate, support, and repatriate employees and their families
more effectively.
Not booking through the approved Travel Agencies and Self Booking Tools would complicate or even
prevent the Group, and our safety supplier International SOS, from providing team members with
important safety information or help in case of emergency.
In case a team member would be requested to book his travel through the client’s travel agency, he/she
must provide details of the booking to his/her local safety coordinator (see section 14.7.2.2).
14.7.1.2 Travel Risk Management

The Group has set two rules for team members willing to travel together:
 The number of team members allowed to travel together should be limited to fifteen (15), and
 The number of VPs allowed to travel together should be limited to four (4).
Any derogation to these rules must be escalated to the Group Travel Manager and the Group General
Secretary for final approval.
14.7.1.3 Travelling must be linked to professional work

For legal and ethical reasons, when team members are travelling on business purpose, the mission is
dedicated, by definition, to professional work.
14.7.2 The Group Travel Safety Policy
It is the nature of our business that we require team members to travel to countries that we deem to be
safe. However, there may be direct and incidental threats that might arise from criminals, insurgents,
terrorist groups, natural disasters, illnesses, and accidents that could disrupt travel or impact personal
safety. If any of these happen, Capgemini’s Group Safety is there to assists team members in the most
appropriate way to provide adequate assistance along their assignment.
Team members are requested to take all appropriate measures as indicated on the Group Safety Talent
page, including the following:
14.7.2.1 International SOS and Safety rules

The Group is committed to the well-being of all its team members. We have partnered with International
SOS, a company that provides a variety of services for international travelers such as country risk
analysis, special travel advisory, safety trainings, medical and safety repatriation.
Before traveling any team member must:
1) Acknowledge the Group message

2) Acknowledge the Safety Policy
3) Activate the benefits of his Medical Assistance Program
4) Acknowledge the Travel Guidelines
5) Check the destination risk rating to determine which safety training he must attend (see
section 14.7.2.2):
 the E-Learning course available through MyLearning
 or one of the six specific training modules available through International SOS
6) Complete the travel authorization form with the help of the safety snapshot guide
7) Contact his local safety coordinator for any question related to this safety process.
14.7.2.2 Travel Safety Process

The Group relies on the fact sheets and risk rating of the specific destination published by International
SOS on the following scale: Extreme, High, Medium, Low & Insignificant risk.
If the risk rating is extreme: no travel is authorized.
If the risk rating is medium or high: the travel requires to be formally approved by the Group and it is
mandatory to seek such an approval before launching the training session. It is the duty of the project
manager to organize the appropriate International SOS training session for team members who are
travelling. This process is coordinated by the local safety coordinator liaising with the local International
Assignment Services team (to prepare a detailed safety snapshot) and with Group Safety (for the travel
approval). Group approval is valid only for a single travel. The safety coordinator and International SOS
will help team members to choose the most appropriate training module (delivered through WebEx or
face-to-face).
For low-risk destinations and Capgemini implemented sites in medium-risk locations (excluding
extreme risk locations, where no travel is authorized): team members must take an E-Learning course
available on Mylearning and will receive an online certificate on achieving, at least, a 60 percent score.
All the international SOS training modules are valid for 1 year and e-Learning module is valid for 2
years.
14.7.3 International Assignment Services
14.7.3.1 Accountability of the Business Unit manager

The success of international assignments and global projects depends very much on the general
compliance with internal Group policies and applicable local laws and regulations. Business Unit
managers are accountable for their team members in both domestic and international assignment, and it
is their responsibility to consult with the International Assignment Services Network and with the Travel
Network prior to assign any team member on international projects.
14.7.3.2 Group International Assignment Services Policy

When a visa or an invitation letter is requested, team members must comply with the Group International
Assignment Services Policy.
The Group is monitoring international missions proposed to team members in different countries, with
an ambition, supported by the International Assignment Services Network, which implements a set of
policies, and provides a range of services.
 An ambition
As a world leading organization Capgemini is committed with its International Assignment Services
Network to the following statements:
 The International Assignment Services Network
The International Assignment Services Network is a network of dedicated professionals grouped
together to plan, execute and assist team members with their International Assignment Services and
safety requirements.
Team members and Business Unit managers have an important role to play in ensuring efficient project
deployment, in particular they have to comply with internal Group polices for working internationally
and also with applicable local laws and regulations.
 A set of policies
The Group International Assignment Policy is applicable to all employees. Questions related to this
policy should be directed to the local International Assignment Services Network professional.
 Range of services
The range of services provided by the International Assignment Services Network for team members
and managers to comply with policies and regulations is the following:
o planning and budgeting the international assignment;
o assisting in complying with immigration laws (work permits & visas);
o planning social benefits and welfare continuation;
o helping in complying with individual taxation law;
o supporting in complying with labor laws (employment contracts, …);
o providing with general HR support (logistic, relocation, …)
The International Assignment Services Network interacts with the Legal, Tax, Finance, Risk
Management, Safety, or Travel internal support functions and/or is assisted by external service
providers.
15.Group Marketing and Communication
15.1 Vision and Mission

We see a changing role for the Group Marketing & Communications (GM&C) function within large
organizations: it is no longer the sole communicator within the organization but the driver, coordinator
and coach. It sets the strategic direction in terms of communications and marketing, generates meaning
and content and provides the tools and processes that will help others to inform, mobilize and interact
with internal and external audiences in a harmonious way. It supports the Group’s ambition and growth
and is a business enabler..
The objectives of the Communications function are to build a strong, positive image that will help the
company achieve its short-term and long-term strategic and operational business goals, to protect the
Group brands as a key competitive asset and to ensure every Team Member supports the Group’s
ambition.
The objective of the Marketing function is to develop and implement marketing strategy and plans to
create market recognition and support sales growth in line with the Group’s brand and business
objectives.
With this vision in mind, the key missions for the Group Marketing and Communications Department
(GMCD) are:
 To set the global strategic communications direction by:
o Building the communications and brand strategy to help deliver the Group’s
strategic goals;
o Generating added-value content;
o Ensuring the coherent and consistent implementation of the strategy;
o Championing and protecting the brand strategy;
o Dissipating confusion and managing possible contradictions;
o Anticipating and managing crises.
 To help develop our markets and support sales by:
o Developing differentiated offerings and sales tools, including externally
publishable client references;
o Creating and implementing marketing programs, and awareness/positioning and
demand generation campaigns;
o Supporting targeted sector and discipline multi-channel campaigns;
o Helping increase intimacy and differentiation with our key accounts and select
pursuits;
o Working with and leveraging our Channels & Partners to improve our Go-to-
Market strategy and market/client position;
o Publishing Thought Leadership and studies.
 To offer back-office support by:
o Developing and maintaining tools to deliver the strategy, animate the brand,
mobilize talents, and ensure open dialogue and exchange;
o Identifying and comparing best practices and experiences and leveraging them for
re-use.
 To animate the global networks by:
o Creating an effective Marketing and Communications organizational structure
around the Group;
o Maintaining and managing the functional networks (marketing, PR, external and
internal communications…);
o Fostering open and transparent exchange at all levels.
o Collaborating closely with other support functions such as HR and Sales.
 To manage the Marketing and Communications function by:
o Defining its role and place within the company with the objective of making the
function into a strategic lever for change;
o Putting in place dashboards, benchmarks and surveys;
o Building challenging career paths within the function or through bridges with
other functions within the organization.
15.2 Guidelines and Policies

15.2.1 Organization and Responsibilities
The main responsibilities of the Group Marketing and Communications Director are described in the
‘Vision and Mission’ section 15.1. He/she oversees the activities described under sections 15.2.2 and
15.2.3 at a global level, and owns the Corporate Visual Identity Guidelines, the repository of all
guidelines and policies to be complied with to ensure brand coherence and consistency.
Liaising with the global disciplines and the GMCD, the Country Marketing and Communications
Directors manage teams whose mission is in line with the above-described GMCD missions at a local
level. The Country M&C Directors oversee the activities described under sections 15.2.2, 15.2.3 and
15.2.4 at a unit level. All marketing and communications-related actions within a country must receive
the prior approval of the Country M&C Director of the operational unit concerned. For all marketing
and communications programs impacting the global image of the Group, the Country M&C Director
must receive prior review and validation from the GMCD.
The Country M&C Director has a transversal vision across disciplines irrespective of any organizational
boundaries. In order to safeguard the image of the entire Group, coordination is required between the
Country M&C Director representing Capgemini and the Country M&C Director representing Sogeti.
Yearly formal Marketing and Communications plans and budgets are established both at the Group and
unit levels. Progress on stated objectives in the plans is tracked through regular measurements.
The Capgemini Strategic Business Unit (SBU) leaders, even when they do not have a dedicated
Marketing and Communications function, should provide their essential support to the Group Marketing
and Communications effort in the countries under their responsibility.
15.2.2 Internal Communications

15.2.2.1 Objectives
As we are in an ever-changing and competitive world, and as collaboration is part of our corporate
genetic structure, we strongly believe in the importance of frequent and open internal communications.
Regular communication ensures that our employees not only understand the Group’s strategic directions
but also live the Group’s values. Having a high degree of two-way communications supports an open
and honest culture, which in turn encourages employee involvement and engagement.
The basic objectives of internal communications within the Group, in close coordination with the HR
function, are to:
 Inform colleagues about our strategy and about what is happening around the Group
and in the units;
 Involve them by creating a sense of belonging and encourage a two-way
communications at all times;
 Drive value – both for the business and for Capgemini team members:
o drive the quest for improved efficiency;
o champion the sharing of knowledge and re-use of best practices;
o encourage mobilization and recognition of achievements.
15.2.2.2 Communications Framework and Channels
A good internal communications framework should not only focus upon interacting by means of written
documents or new technologies: real human interface is just as important. Each manager is responsible
for keeping his/her employees informed, involved and committed. Consequently, the communications
framework should support top down and bottom up feedback.
Many channels may be employed to carry out internal communications: meetings, briefings, written
material, voicemail, webcasts, a range of electronic means such as intranet, newsletters, e-mail, etc.
Consideration should be given also to more innovative communication channels.
It is up to the Country Communications Directors to decide the most appropriate channels for conveying
messages and/or personalized information to the right audiences in the most effective way. They must
also take the necessary steps to inform the Group whenever appropriate.
At the Group level, for practical reasons, priority is given to electronic support (mainly e-mail and
intranet sites) to circulate information quickly and economically.
15.2.2.2.1 Intranet
It also provides direct access to the Group’s other internal sites and is available to all Group members:
http://talent.capgemini.com. It is managed centrally but there are many contributors from across the
Group and any employee can suggest new content.
Countries, communities may also have local sites, based on the Talent-platform, and the following
procedures must be strictly complied with. Each Intranet site must:
 follow Group’s standards in terms of look & feel and editorial policy
 at country level, have only one entry point. From this country intranet, user might access
community or other sites;
 have a clearly identified individual responsible for its overall management and editorial
content;
 each intranet site should be accessible by all employees, unless there is an explicit reason
for limiting access to a specific population;
 be communicated to the Group Internal Communications manager in order to be included
in the intranet sitemap;
 avoid duplication of content: cross-promotion of Group information and appropriate
links should be provided;
 offer up-to-date and reliable information.
15.2.2.2.2 Electronic Newsletters

Electronic newsletters are useful for rapid, consistent and widespread information sharing within
Business Units, Disciplines, Sectors and other communities. In this age of information overload, the
following considerations should be satisfied:
 Check to see whether an existing newsletter might be suitable for the content;
 Any community considering a global newsletter should get prior approval from Group
Internal Communications;
 Any community considering a local newsletter should get prior approval from the
Country Marketing and Communications Director;
 Each internal newsletter should follow the Group Visual Identity using both the
templates for the Group look & feel and the Internal Communications Writing Guide for
structuring the content;
 Avoid duplication of content and use links where appropriate. Best practice is for the
content to be available on the intranet (for archive purposes) and the newsletter to
highlight and link to content.
15.2.3 External Communications
The aim of external communications includes enhancing the Group image, promoting our business and
building a global and consistent business proposition in keeping with our objectives and values. Our
external communications focus mainly on our clients and prospects, our partners, potential employees,
shareholders, media, market analysts and the financial community. External communications also
inevitably impact the Group's employees. Consistency between the messages being circulated internally
and externally is therefore essential.
15.2.3.1 Internet, Extranets and Social Media

The Group Web Manager, who is a part of the GMCD, owns the Group Web Standards & Guidelines,
which define the mandatory policies, and recommended guidelines that must be complied with by all
external web sites.
The Group web presence is organized around a Global web site (www.capgemini.com) under the
responsibility of the GMCD, and one local site per country, under the responsibility of the Country
Marketing and Communications Department. Micro sites that can be developed to support specific
marketing purposes must follow the same rules than Capgemini.com.
Each web site (including micro sites and extranet) must be managed on an ongoing basis and have a
clearly identified individual responsible for its overall management, notably:
 Exclusive editorial management of the site’s home page;
 Overall editorial consistency of the entire site;
 Communication flows; and
 Compliance with the Group Web Standards & Guidelines.
Website addresses, specific URL and Domain name registration requests must be submitted to Group
Web Manager and follow the Domain name registration guidelines.
At Capgemini, we are well aware of how online social computing platforms—such as blogs, wikis,
social networks, and all sorts of social media both inside and outside the Group—are transforming the
way we interact. Online collaboration enables people to share knowledge and ideas regardless of rank,
title or experience. It’s a way for us to take part in conversations around the work we do at Capgemini
and show our expertise in these areas.
In that respect, GMCD developed Group Social Media Guidelines for all members of the Group to
follow whenever contributing to online social computing platforms where there are references to or a
potential impact on Capgemini.
15.2.3.2 Publications
Whatever the channel, the GMCD is responsible for the publication of the Annual Report as well as any
other publications designed to promote or enrich the Group’s brands.
The Country Marketing and Communications Directors are responsible for publications designed to
support the sales, marketing and technical activity of their BU/SBU. Since they are also responsible for
maintaining consistency with Group strategies in publications, it is their responsibility to sign the final
print order. They must especially ensure that all documents comply with the rules set forth in the
Corporate Identity Guidelines.
Client success stories require additional steps beyond consistency with Corporate Identity Guidelines.
Before publication, they must be approved internally by the Group Legal Department, the client delivery
team and alliance management (if applicable).
For client success stories, as well as for any reference to a specific client or to specific client work in
any and all publications, a formal client approval should be obtained and stored centrally with the
Country Marketing and Communications Director for local publications or with the GMCD for global
publications.
Thought leadership publications (points of view, research reports, and white papers) promote the
Group’s views to a combined audience of clients, the media, analysts, and the industry as a whole. They
should be focused on business issues and demonstrate the value of the Group’s perspective. While
thought leadership publications should tie to the services we are selling, they should avoid overt sales
messages or sales material. (References to our project experience are acceptable as examples to support
a particular theory). They should also avoid duplicating existing content or introducing inconsistency,
and must be approved by the relevant sector or discipline leader.
15.2.3.3 Media Relations

Group Media Relations, part of the GMCD, manages corporate messages, releases financial results,
promotes the worldwide image of the Group and coordinates all communications activities with the
Country Press Relations managers. Press relations activities give us a powerful vehicle to build our
brand. To ensure regular flow and accuracy of information, Press Relations managers should have strong
links with the Sales and Legal departments.
To accurately communicate to the press, we must provide meaningful information and maintain close
relationships with business, financial and trade reporters.
When interacting with journalists, Group team members must always be aware that they are fully
committing the Group in anything they say or imply. We recommend media training to be organized by
the Press Relations managers for all persons within their operational unit eligible for frequent
interactions with the press. It is their duty in particular, to comply with the following behavioral
guidelines:
 Never answer or contact a journalist without going first through the Press Relations
channel;
 Treat journalists as if they are the Group's best customers;
 Remain open, accessible and honest;
 Provide information in easy-to-read formats;
 Adapt content and message for audiences;
 Respect the independence of the journalist and the job he/she has to do; and
 Keep conversation concise and focus on important messages.
As a publicly listed company we have to manage the sensitivity of information we disseminate to the
press and all communications executives must adhere to the following rules:
 Corporate and financial issues are addressed only by the CEO and Chairman of the Board
or members of the Group designated by him. Only he/she is permitted to talk about
financial and market matters including the Group’s financial situation;
 Only financial information already published in the annual report or a press release may
be released to the press. Additional information requires approval of the Group's CFO;
 Information which may affect Capgemini's share price, e.g., new client agreements, must
be submitted to the GMCD and to Group Finance for prior approval;
 All information concerning a sector or a service line must be approved by the person in
charge of the communications for that sector or service line;
 All information distributed to the press must be approved by the press office in charge;
 Specialized human resources questions, such as turnover and wages, must be addressed
by the human resources manager of the related country;
 All press releases describing a contract, such as alliances and new client agreements,
must be approved by the global or Country Legal Department;
 Before divulging information about a client, a signed agreement from the client is
needed. Clients, partners and suppliers must also have formal and prior approval from,
depending on the scope, either the Group Marketing and Communications Director or
the Country Marketing and Communications Director, to publicly announce a contract
with the Group;
 For press conferences, the Country Marketing and Communications Director or, for
international conferences the Group Marketing and Communication Director, must give
prior approval.
Since Cap Gemini S.A. is listed on the Paris Stock Exchange, in order to avoid external influences on
the share price, press releases shall not be distributed during the trading hours of the Paris Stock
Exchange, i.e., from 9 am to 5:40 pm (CET).
15.2.3.4 Analyst Relations

Market Analyst Relations serves the same purpose for the market research analyst community as press
relations serves for the media, i.e., to educate market analysts, who serve as influencers about Capgemini
on our clients’ and prospects’ buying decisions. To ensure consistency of message and positioning, the
Market Analyst Relations team manages all communications activities with the Group’s primary analyst
targets: mainly AMR, Gartner, Forrester, IDC, NelsonHall, Ovum and PAC. Group members should not
interact with analysts from any of these firms without the involvement of the Market Analyst Relations
team.
Relationships with the Financial Analyst community are handled exclusively at Group level by Investor
Relations team.
15.2.3.5 Events
Whether in person or virtual, events offer an opportunity for Capgemini to represent its capabilities to
the market - to our clients, our prospects and our partners. To help ensure the consistency of our brand
and a higher return on investment for our events, guidelines for event strategy development, tactical
planning, and execution are described in the Event Toolkit as part of the Corporate Identity Guidelines.
Public relations initiatives events must follow the rules relating to entertainment, meals, gift or travel
and lodging provided in the Group Anti-corruption Policy.
15.2.3.6 Sponsorship, political contributions and charitable donations
15.2.3.6.1 Sponsorship
Group company sponsorship of sports, cultural, social, educational or business events, either occasional
or recurring, forms part of Capgemini’s communication and marketing with customers and other
stakeholders. Sponsorship is different from charitable donations, as its purpose is to promote and
strengthen the Group brands on show during the event. Sponsorship is also different from public
relations initiatives, which follow the rules relating to entertainment, meals, gift or travel & lodging. To
ensure that a sponsorship serves its intended business purpose to promote and strengthen the Group
brands and does not create an appearance of impropriety, it must be pre-approved in writing by either
the SBU Manager, for a sponsorship which does not exceed €15,000 (or its equivalent in local currency)
annually, or by Group Corporate Marketing & Communication, for a sponsorship exceeding that
amount. A sponsorship proposal shall meet the following conditions:
 It complies with applicable laws;
 It complies with Group policies;
 It is aligned with Group strategy, the Group’s “Seven Values” and our Code of Business
Ethics;
 It bears a reasonable relationship to the value of the benefit obtained;
 It is not made to gain an undue advantage;
 It is not paid for in petty cash; and
 It is recorded fairly and accurately in Group company’s books and records.
At the end of each year, each Group company local Marketing & Communications Department must
report any sponsorship and the results so achieved to both the Corporate Marketing & Communication
Department and to the Group General Secretary so as to be able to consolidate all our sponsorships at
the Group level.
15.2.3.6.2 Political contributions
It is the Group’s policy not to make, directly or indirectly through a third party, any cash or in-kind
contribution to any political organization.
15.2.3.6.3 Charitable donations

In certain circumstances, the Group wishes to have a positive impact on the communities in which it
operates and where Group company employees live. As a major global player, it works with national
and international organizations on community projects.
However, to avoid a donation being used to camouflage a bribe, the Chief Financial Officer must be
accountable for the charitable donation and ensure that:
 The charitable organization’s goals are compatible with the Group’s “Seven Values” and
our Code of Business Ethics and our Corporate Social Responsibility policy;
 The organization is a legitimate charitable organization;
 A donation request is made in writing by the recipient, describing the charitable purpose
of the donation (education, diversity or humanitarian projects) and sufficient details
about the recipient;
 The recipient is screened to determine that it has no connection to an individual who is
in a position to act or make a decision in favor of the Group, and there is not otherwise
an intention to unduly influence a decision or secure an undue advantage;
 The recipient has warranted that the donation will not benefit, directly or indirectly, any
individual who has decision-making power on a pending or anticipated matter that could
affect the Group’s interests;
 Payments are never made in petty cash or to an individual’s private account;
 The recipient has issued a written receipt of the donation, specifying the amount
received;
 The donation is recorded fairly and accurately in the Group company’s and Group books
and records; and
 All documentation is maintained in view of possible future audits.
The General Counsel-Ethics & Compliance Officer must be consulted by the Chief Financial Officer
and his or her advice must be followed. Where there is a local Community Board, the General Counsel-
Ethics & Compliance Officer should be a member of the Community Board, if possible.
Before making a donation exceeding €15,000 (or its equivalent in local currency) annually, the Chief
Financial Officer must obtain the Group General Secretary’s approval.
At the end of each year, the Chief Financial Officer must report any charitable donations to the Group
General Secretary for consolidation.
15.2.3.7 Advertising
All advertising campaigns and investments (whether in print or online) are used to build a strong and
consistent brand for the Group. For this reason, advertising should be used in priority to promote the
Group’s overall brand strengths and differentiation. Promotion of individual and global services or
offerings can be developed if fully consistent with corporate positioning. Advertising campaigns can
only be developed by or under the supervision of the GMCD, which will provide access to all of the
advertising material and guidelines to the Country Marketing and Communications Directors.
In order to ensure consistency in any necessary adaptations of the campaign and to maximize campaign
efficiency in terms of awareness and impact, all local advertising objectives and media engagements -
TV, print, online, out-of-home and radio - need to be shared with the GMCD for review and approval
prior to launch and prior to the commitment of funds. The GMCD will inform the operational unit of its
acceptance or rejection within one week of submission. The same rules apply the other way round for
communication plans developed centrally that will be launched locally.
It is the Group’s policy to advertise only in quality media whose image is compatible with our own and
whose audience corresponds to the audience we want to reach. Media buying is done through a global
media-buying agency contracted by the GMCD.
15.2.3.8 Recruitment Advertising

When talented people choose an employer, their choice is based on a combination of aspects: the public
perception of the organization as an employer; the opportunities for personal and professional
development; the projects they will be working on; and the corporate culture. These are all factors that
single us out from the competition as the employer of choice in the job market.
It is highly recommended for recruitment campaigns to be driven and managed in close collaboration
between the Marketing and Communications, and HR functions.
Recruitment communication materials can be developed globally and jointly between the GMCD and
HR. The GMCD will provide access to all relevant materials for usage by the operational units. Local
adaptations or stand alone local recruitment campaign must be reviewed by the GMCD and receive
approval prior to development and commitment of funds. The GMCD will inform the operational unit
of its acceptance or rejection within one week of submission.
15.3 Marketing
To ensure effectiveness, marketing strategy and plans should be tied to business goals and priorities and
set out clear marketing objectives and KPIs. There are a broad array of marketing and communications
tactics and channels that can be considered, including tele-prospecting, e-mail marketing, e-newsletters,
Web and social networking, client meetings/fora, events, thought leadership programs, alliance
initiatives, media and analyst relations, for example, as well as sales campaigns and internal
communications. These marketing channels and tactics should be carefully chosen to help reach the
stated marketing objectives in the most efficient way. Identifying up front the market opportunity, our
target market, our readiness to sell and deliver, our competitive position and differentiation are also
important to success.
In planning and execution, Marketing teams should leverage any existing functional specialist teams
such as Media Relations, Analyst Relations, Advertising, Web, Alliance, and Internal Communications.
Group identity and other guidelines should also be followed.
All marketing investments should have a clear business case including potential ROI. One-off marketing
tactics should be avoided where possible so that preference can be given to more impactful multi-tactic
programs. Marketers should collaborate and leverage the work of other marketing teams across the
Group wherever possible.
Campaigns/Demand Generation - Global Campaign Management is a strategic approach to set up and

run global and local campaigns as part of the Go-to-Market to generate demand in close collaboration
with Sales. It is based on a framework and process that has been defined together with Group Sales. The
Group approach will ensure more consistency and efficiency in the campaign planning, execution and
follow-up and should be followed for all campaigns. The SPADE Marketing functionalities enable
Marketing to ensure the end-to-end visibility (lead to closure), to track and measure results and make
necessary adjustments. The consistent usage of SPADE for campaigns is important and will also help
to develop its functions as a true CRM System.
15.4 Logos and Brand
15.4.1 Introduction
Capgemini Brand means a logo, brand name (ClientAssist, EnableWell, Trouve…), trademark
(Capgemini, RightShore, Sogeti…), commercial name or slogan developed and owned by the
Capgemini Group or any of its entities. The rules defined in the list and documents below apply to the
Group and its entities so as to ensure the presentation of a unified Capgemini Brand image:
 Brand Usage Policy;
 Brand Book; and
 Visual Identity Guidelines.
15.4.2 Group logo

Since April 15 2004, Group operates under the Capgemini name which identifies a consolidated set of
services including consulting, technology and outsourcing and is represented by the following logo:
15.4.3 Capgemini business logos

The Capgemini Group logo is also used similarly as a business logo encompassing part of the different
business services.
Together with the Capgemini Group logo, two business logos address specific business domains.
Capgemini Consulting is the Global Strategy and Transformation Consulting brand of the Capgemini
Group.
The Capgemini Consulting logo must not be used jointly with the Group’s corporate brand or logo. For
any internal or external communication, the following statement of endorsement shall be included when
using the Capgemini Consulting logo:
“Capgemini Consulting is the strategy and transformation consulting brand of the Capgemini Group”.
Sogeti is a wholly-owned subsidiary of Cap Gemini S.A. that provides professional technology services.
The Sogeti brand is a homogeneous whole, whose elements cannot be dissociated or modified; it should
never overlay other graphical elements in its reserved space. This logo is represented as follows:
15.4.4 Brand creation

When a Capgemini SBU/BU entity wants to create a Brand for a software, process, service offering etc,
the SBU/BU representative must comply with the rules listed in the Brand Policy.
15.4.4.1 Request for a Brand to be used at a local level
As a preliminary stage to the creation of a Capgemini Brand, all requests must first go through the
SBU/BU marketing team which will subsequently transfer the request to the Group marketing team for
examination. The Group marketing team shall either:
 Case 1: confirm that the request can remain at SBU/BU level; consequently the process for the
creation of a local Brand applies as indicated in the Brand Policy; or
 Case 2: transform the request into a global one; consequently the process for the creation of a
global Brand applies as indicated in the Brand Policy.
15.4.4.2 Request for the creation of a Brand to be used in multiple countries

(global)
If the creation of a Brand to be used in multiple countries is requested, the team presenting the request
will have to comply with the process for the creation of a global Brand provided in the Brand Policy.
16.Knowledge
This chapter covers predominantly the Consulting Services, Technology Services and Outsourcing
Services Disciplines.
Capgemini is a knowledge sharing company: knowledge learned from experiences (client or internal)
belongs not to individuals or Business Units (BUs) but to the whole Group. Consequently this
knowledge has to be capitalized and shared in order to facilitate further reuse. Knowledge Management
(KM) is the process to manage these intellectual assets across the Group in the most efficient way for
the benefit of sales, delivery and functional effectiveness.
16.1 Scope
KM involves:
 Helping provide account, pursuit and project teams the relevant information they need
to reuse;
 Managing the content: management of a comprehensive set of knowledge databases
designed to store our intellectual assets. This encompasses the processes to capture
knowledge, to filter it and make it accessible to everyone;
 Managing a KM infrastructure jointly with IT, so that knowledge managers and users
have efficient tools to manage and reuse the content;
 Providing research and analysis services, such as access to external sources, information
research on accounts or markets, and in-depth strategic studies.

Our Knowledge function is directed by a 2-tier governance model to ensure that the appropriate level of
visibility and operational oversight is provided.
At the highest level, the KM Board decides overall knowledge policy, strategic direction and major
initiatives. In addition, the KM Board is responsible for appointing the second tier of governance – the
KM Working Group.
The KM Working Group comprises a representative from each BU and is responsible for recommending
strategic options to the KM Board and implementing major initiatives approved by the KM Board.
To improve quality and speed in what we sell and deliver to our clients, employees are expected to
include knowledge reuse and contribution in their day-to-day activities as a standard behavior. In doing
so they should observe professional standards, laws, and Group policies pertaining to disclosure of
confidential client information and when using external sources, always comply with intellectual
property right provisions as specified in contracts with suppliers.
16.3 Confidentiality
Whilst it is a Group objective to share information and knowledge internally, professional standards
require that employees do not disclose confidential client information to outside parties without the
specific consent of the client.
Information is considered confidential if it is owned by the client and not publicly available (i.e., it is
proprietary), or if it is not broadly known. Generally, clients protect such information from disclosure
to third parties in order to maintain a competitive advantage.
Confidential client information may be shared within the Group for the purposes of improving or
furthering client service, and/or for internal training activities, provided that there is no explicit
contractual obligation with the client to limit the internal sharing or use of the information. Such sharing
is not considered disclosure to third parties.
17.Group IT
17.1 Organization and Responsibilities and Governance

Information Technologies & Information Communication Services (ITICS) is headed by a Group Chief
Information Officer (Group CIO) in charge of:
 Designing the Group IT strategy;
 Defining standards and guidelines in key IT areas (e.g., architecture, security, data
model, hardware and software);
 Monitoring global infrastructure and applications that are run centrally;
 Managing the IT community to boost synergies and drive cost efficiency.
In order to define the IT strategy the Group CIO is advised by an IT board which is chaired by the
Group Deputy General Manager and formed by the SBUs Heads representatives.
ITICS services are delivered to the business units through a global ITICS unit compounded of 4 Regional
IT Shared Services (ITSS). Each of these ITSS is managed by a Regional CIO. Each regional CIO
reports to the Group CIO. A Regional CIO is responsible to deliver IT services to all Business Units in
this geography through an ITSS centre. All ITICS costs are engaged within an ITSS and are allocated
to the different business units in the relevant geography. (*)
ITICS interfaces with the business with two different contact points: for local initiatives, the regional
CIO is the contact point, whereas for initiatives regarding a global business, a specific IT Global business
partner is appointed.
Through these ITSS, Regional CIOs are accountable for implementing the Group IT strategy and Group
IT policy. All business units have to comply with standard guidelines and policies as defined by the
Group IT organization. These global standards might be complemented locally when needed by the
Regional CIO.
(*) There is an exception for Sogeti for which this organization is still under construction in 2012. In the
meantime, Sogeti business units receive services delivered locally by Sogeti.
17.2 IT category policy

The ultimate objective of IT is to provide efficient and cost-effective information systems and
infrastructure, driving increased standardization, while remaining flexible to adapt quickly to changing
business environments. In this perspective, the governance model regarding any IT activity or process
is based on the following five categories:
Category 1: Local - The process is fully managed at SBU level and no structured sharing of information
with other SBUs or the Group is required.
Category 2: Best Practice Sharing - This category includes processes, issues and experiences that are
relevant, and therefore worth sharing, across more than one SBU. The processes are managed at SBU
level but best practice sharing is facilitated by Group IT.
Category 3: Convergence - Group IT recommends a solution in order to enable long-term convergence

and economies of scale. When an SBU is updating or changing its information system, non-compliance
with the recommended solution must be justified and authorized by the Group CIO.
Category 4: Distributed Standard - Group IT enforces the implementation of a core solution in a

uniform way by all SBUs. Some flexibility and add-ons might be accepted in order to meet specific
needs.
Category 5: Centralized - Full centralization is required mainly for consolidation purposes or for
critical processes, where complete consistency and strong monitoring are needed. Group imposes a
solution and is accountable for its run. No deviation is authorized. For applications and systems in
categories 4 and 5, the Group CIO appoints a service manager and the business owner must appoint a
system or application owner.
As a general rule, any SBU initiative in category 3 and 4 has to be submitted for approval to the Group
CIO in order to ensure cost effectiveness, optimization of means and benefits from synergies in the
Group.
The Group CIO publishes and regularly updates a list of applications and systems used in the company,
each with its classification in one of the five categories.
17.3 IT Standards
17.3.1 Security
The Group has built and maintains many relationships with stakeholders, mainly our clients. These
relationships involve trust that we have implemented sufficient security policies and technologies in
order to protect their information and the services we deliver to them. In order to ensure the right level
of security, a Group security policy is used consistently across the Group describing, standards,
guidelines, procedures, measures and controls. This can be found on the Group Information Security
Organization page on Talent. In addition, employees should be regularly reminded of the security rules
to ensure secured access and transmission of information.
17.3.2 Data Exchange

Exchanging electronic information between employees requires that technical standards are defined (in
particular, which toolset is used on personal computers). For this reason, only approved standards for
exchanging information can be used within the Group and these standards are defined under the
authority of the CIO.
17.3.3 Directory
Within each organization, HR together with Regional CIOs are accountable for establishing a process
for the proper monitoring of the Group Directory, to ensure up-to-date and accurate content. Team
members should be added to, or deleted from, the Directory as soon as they join or leave the Group.
17.4 IT Budget and Approval Process

In addition to managing level 4 and level 5 applications and systems, Group IT coordinates priorities
throughout the Group and enhances IT standardization and convergence when possible. Therefore, each
ITSS has to provide detailed information on its IT costs, including budget, actuals and forecasts, in a
standard format as requested by Group IT.
Moreover, any initiative or project whose amount exceeds the Authorization Matrix threshold (or any
group of related projects that in aggregate exceed this threshold) or which is included in categories 3, 4
or 5 must be formally submitted, in writing, to the Group CIO for approval before committing the
expenditure, in order to check compliance and alignment with Group strategy and policies.
18.Procurement
The mission of Procurement is to contribute significantly to Group competitiveness through the

implementation of world class sourcing strategies, supplier contracts, tools, methods and organization,
thus enabling it to fully leverage and take advantage of the Group’s global purchasing power.

Procurement is responsible for the purchasing of all the Group’s external requirements together with the
management of supplier relationships. It is also responsible for supplier contract negotiation and
management.
Our objective is to obtain the best available offers and solutions through a total cost of ownership
approach encompassing price, quality, time, service & innovation. Demand management should be used
to avoid any unnecessary expenditure, for instance the increasing use of technology to avoid unnecessary
travel. In so doing, we must also comply with the Group Code of Business Ethics and the Group Anti
Corruption Policy.
The Group Procurement organization is part of Group Support Services, reporting to the Group Chief
Financial Officer (CFO). The Group Chief Procurement Officer (CPO) is responsible for leading the
purchasing function globally and improving Group purchasing performance through people,
organization, processes, systems and supplier management. The regional CPOs report in direct line to
the Group CPO.
Full details of the procurement mission, structure, processes and tools can be found in the Global
Purchasing Handbook available on the Procurement intranet site.
The remainder of this section sets out key highlights relevant to all members of the Group.
18.2 Group Purchasing

There are two main types of purchases, each with specific processes and approval rules:
 Goods and services purchased (or leased) and invoiced to the Group company; and
 Travel expenses directly purchased and paid by the employees, who are then reimbursed
by the Group company.
Purchasing category teams are created for each main family of spend.
At Group level there is a specific focus on three main families of spend as follows:
External Resources, IT & Telco and Travel. For each of them a Global Category Manager is appointed.
The Global Category Manager works as a leader of his/her respective categories at the Strategic Business
Unit (SBU) and Group levels. The main responsibilities are as follows:
 External resources: leading global cross functional teams to negotiate, implement and
enforce global contracts with Suppliers.
 In charge of supplier master data within GPS and liaising with HR and staffing regarding
the global taxonomy.
 Monitoring and benchmarking management information. Liaising with staffing to
support demand management of external resources.
 Support for the roll out of the subco module of WWS (worldwide staffing).
 IT&Telco: leading global cross functional teams to negotiate implement and enforce
global contracts with Suppliers.
In charge of supplier master data within GPS.
 Liaising with ITICS and the Operations, particularly Global IS.
 Defining the global taxonomy, monitoring and benchmarking management information
within GPS.
 Travel: Leading global cross functional teams to negotiate, implement and enforce global
contracts with Suppliers.
 Leading the Global Travel and Expenses Policy definition & enforcement.
 Spend monitoring and MI benchmarking, global management of travel agencies,
corporate card, air and global hotel program negotiation.
 Demand management and data to support a reduction in total travel through improved
communications e.g., LVIS, conference calls.
The Global Procurement System (GPS) and global supplier’s contracts which involve several SBUs are
managed at Group level. In order to take full advantage of Group supplier agreements and maintain cost
control, goods and services must be purchased in a disciplined, process-driven manner. Once negotiated
by Global Procurement, the use of such a global contract becomes mandatory and Group employees
involved in a procurement process should always check whether a global procurement contract exists.
Negotiations of such contracts are based on internal best practices or rules.
GPS must be used as the system to help find and purchase the required goods and services through
mandatory or preferred suppliers, as well as to manage the approvals and process flow from any
purchase order (PO) to invoicing.
All suppliers are managed by the Procurement organization and system and are divided into:
 Mandatory suppliers with a negotiated catalogue managed in the GPS;
 Preferred suppliers with globally negotiated conditions or GPS generic catalogues; and
 Approved suppliers with an account in a Business Unit (BU) accounting system.
Any new supplier to be added to this list must be pre- approved by a purchasing manager (in particular
the Global Category Manager when the supplier refers to a Global Category). It will then be entered
through the global supplier master process. D-U-N-S® codes are used for supplier classification and to
avoid duplication.
Any purchase has to be requisitioned through a GPS approved Purchase order (PO). The PO approval
process and the delegations of authority are defined at the Group, SBU and BU levels. A delivery receipt
and invoice match is mandatory for all goods and services (except for a small number of named
exceptions (agreed through the global P to P process), where a two way match is deemed to be best
practice e.g., some utilities. No payment should be made without a properly approved PO and the
corresponding receipt and matching invoice. If, for any reason, GPS were to become temporarily
unavailable, the BU procurement process would have to strictly follow the same rules. For travel, all
bookings should be made through a Group Procurement approved travel agency or self-booking tool.
18.3 Approval Rules

Each BU is responsible for defining its internal approval rules with a clear delegation of authority, in
accordance with the Group’s principles. Depending on the type, Group or SBU approval is mandatory
for expenses above certain thresholds. No payment will be made without the evidence that the expense
has been approved at the right level.
General authorization rules are described in section 5.
18.4 Ethical Purchasing, Supplier Selection and Anti-corruption
Policy
As part of our procurement policy, we have implemented the Group Code of Business Ethics and the
Group Anti-corruption Policy. These Policies contain a comprehensive set of instructions on how we
manage our Suppliers. The Policies are aimed at both our procurement professionals and any other
Capgemini employee who is involved in the procurement process regarding the specification and setting
up of supply contracts.
We also apply the Capgemini sustainable procurement principles with regard to social and
environmental responsibility. Both the ethics and sustainability principles can be found in the Capgemini
Purchasing Handbook, in the chapter “Purchasing Ethics”.
Principles regarding the way we select our suppliers and the way we expect them to behave is set out in
this Code of Business Ethics:
 We expect our suppliers to comply fully with the law in the countries in which they
operate
 We are committed to treating our suppliers fairly. We expect our suppliers to conduct
their business with us on a fair and ethical basis and in compliance with our sustainable
procurement principles.
 We expect our suppliers to comply with the laws of the countries in which they operate,
including laws prohibiting bribery and corruption and fair competition.
 We select suppliers based on pre-selected criteria including quality and price. We make
justifiable and transparent decisions.
18.5 Group Travel and Expenses Policy

The Group Travel & Expenses Policy is the only recognized policy, with no blanket exceptions
authorized. The policy has been developed to take account of local as well as global aspects. However,
by exception where there are local country regulations and laws which impose different rules, these local
regulations will prevail.
19.Environment
All of our business activities have some impact on the environment. In particular, these relate to:
 the energy used to light, heat and power our offices and data centers;
 the emissions created by business travel; and
 the waste that we generate.
We are committed to minimizing these impacts, and to continually improving our environmental
performance. We are committed to identifying and complying with legal and other relevant requirements
relating to the environmental impacts of our operations, and to the prevention of pollution through the
adoption of appropriate controls.
We expect all of our employees, suppliers and contractors to ensure that the environmental impacts of
any activity, building or equipment are considered at all operational levels, and removed or minimized
as appropriate. We expect, as a minimum, compliance with all locally applicable environmental
legislation.
Our services should be delivered in a manner which is consistent with Capgemini’s environmental policy
or, when working at client sites, in accordance with the client’s policy environmental policy – depending
on which policy sets the higher standard.
Capgemini Group Environmental Policy Statement

Capgemini is one of the world’s foremost providers of consulting, technology and outsourcing services.
Our business activities are delivered from both our own network of offices and data centers as well as
at our clients’ sites.
This policy statement applies to all offices and data centers managed by Capgemini, all employees, and
suppliers retained by Capgemini.
Although we do not manufacture products, we recognize that our business activities do have impacts on
the environment and we are committed to continually improving our environmental performance.
We are committed to identifying and complying with all legal and other relevant requirements relating
to the environmental impacts of our operations, and to the prevention of pollution through the adoption
of appropriate controls.
Specifically, we expect the operations in the countries we operate to:
1. Have a full understanding how to quantify and track our environmental impacts (at a
minimum, our Greenhouse Gas (GHG) Emissions) in line with our statutory reporting
requirements;
2. To identify energy saving initiatives within our portfolio of offices to reduce the Group’s
energy consumption and associated carbon footprint;
3. To drive energy efficiency initiatives in our data centers;
4. To implement initiatives to minimize travel (and in particular air travel), without
disrupting our ability to meet the demands of our clients;
5. To implement initiatives to reduce the amount of waste we generate, and to maximize the
percentage of our waste which is recycled;
6. To have procurement processes which ensure that our suppliers provide products and
services which help us to achieve our Group environmental policy, particularly in relation
to carbon emissions, reducing energy consumption, and minimizing waste.
Performance against our objectives and targets, and this Environmental Policy, will be reviewed at least
annually.
20.Community
Capgemini recognize the importance of having a positive impact on our communities beyond day-to-
day business. We believe in doing our part to ensure the communities in which we live and operate
flourish, now and in the future.
As a significant employer in the knowledge and technology services economy, we recognize our
responsibility to contribute to the talent and skills of the wider populations and future generations. Our
underpinning community philosophy is to support skills for the future, education and inclusion.
Education is vital for sustained prosperity around the world, while diversity and inclusion is an important
source of richness and competitive advantage.
Improving access to education and supporting diversity are key to working towards the eradication of
poverty and are the pillars of our own path towards contributing to the UN Millennium Development
Goals.
Our businesses are expected to focus their community strategy on supporting local, national and global
initiatives:
Local - Our local focus seeks to support the issues that impact our people, their families and
communities recognizing causes close to their hearts.
National - We collaborate with national partners that offer a spread of activity across our individual
countries and provide our people the opportunity to get involved close to where they live and work. It
is important that our national partnerships offer our clients the opportunity to get involved too allowing
us to forge strong client relationships.
Global – Operating in many countries, we believe it is important to recognize our global impacts and
hence we work with organizations that can make a material difference across our global footprint.
We actively encourage employees at all levels to get involved in the community, using time, energy and
creativity through volunteering, pro bono work, fundraising and awarding funding where appropriate.
Appropriate approvals before using work time, Group name and resources to support an organization
need to be obtained through your local CSR and Sustainability lead or Legal Department.
Appendix A: Glossary of Terms
Term Definition
A Accountable as per RACI
AM Application Management
BAFO Best And Final Offer
BCS Bid Control Sheet
BIA Billed In Advance
Amount of future revenue, which will be produced for the sale of services to
Bookings
a client
Bookings for the period / Revenue for the same period. Also known within
Book-to-bill ratio
the Group as “Bookings/Revenue ratio”.
BPO Business Process Outsourcing
BRM Business Risk Management
Business Unit (BU) - The basic operating unit managing a P&L with a set of
BU
KPIs
C Consultation / Consulted as per RACI
Cap Gemini S.A The Company listed on the Paris Stock Exchange
CBE Collaborative Business Experience
CDSP Creating Demand Sales Plan
CEO and Chairman of The Chief Executive Officer of the Group and Chairman of the Board of
the Board Directors
SBU CEO The CEO of the SBU
CFO Chief Financial Officer
CHS Community Home Space
CIO Chief Information Officer
CMM Capability Maturity Model
Contribution Margin Revenue-Project Related Direct Costs
COO Chief Operating Officer
COR Charge-out rate = billing rate of time-related services
CPO Chief Procurement Officer
CRM Customer Relationship Management
CS Consulting Services - One of the Group Disciplines
CSS Client Serving Staff
CoE Center of Excellence
DDSOW Distributed Delivery Statement Of Work
Group delivery reference system describing methods and principles to be
DELIVER
applied across the Group
Term Definition
DISA Detailed Income Statement Analysis
DOR Days Outstanding in Receivables
DVI Delivery Value Improvement
EM Engagement Manager
ETC Estimate To Complete
The Group rolling forecast is a continuously updated 7-month forecast,
Forecast whereby each time actual results are reported, a further forecast period is
added and intermediate period forecasts are updated
G&A General & Administration costs
GMCD Group Marketing & Communication Department
General Counsel Regional/SBU and/or country Head of the Legal Department
GEO Global Executive Orientation - A Group leadership program
Global initiative launched by the UNO and supported by Capgemini
Global Compact
defending human rights, environment and core labor conventions
GPS Global Procurement System
GRB Group Review Board
Group The Group is comprised of Cap Gemini S.A and its subsidiaries.
GSA Global Sectors & Accounts
GSS Group Support Services
Holden Methodology Principle stating that value delivered + recognition=power
HR Human Resources
I Information / Informed as per RACI
IBS International Business Solutions - A Group leadership program
ICA Inter-Company Agreement
IFRS International Financial Reporting Standards
IM Infrastructure Management
A component of the Groups transformation program that involves the
Industrialization leverage of a global delivery network, platform and tools for Rightshore®
delivery
ISO International Standards Organization
ITICS Information Technologies & Information Communication Services
IT Shared Services, ITICS services are delivered to the business units
ITSS
through a global ITICS unit compounded of 4 Regional IT Shared Services
JV Joint Venture
KM Knowledge Management
KM2.0 The Group’s Knowledge management system/repository
KPI Key Performance Indicator
KPIR Key Performance Indicator Report
Term Definition
LEP Leadership Executive Program - A Group leadership program
LPS Local Professional Services (Sogeti)
M&A Mergers & Acquisitions
Indicator of profitability. In the businesses of Projects and Consulting, aims
Mark-up at measuring the ratio between the billing rate and the remuneration cost. It
equals to COR/ ADRC. (See TransFORM2014 for more).
M-Review Monthly Review
MW Must Win deal
The balance of unfilled bookings where work and revenue recognition is
Order Book
outstanding
OS Outsourcing Services - One of the Group Disciplines
OTACE On Time and At/Above Client Expectations
OSRD the Opportunity Summary REFRA Deck
PEM Prime Engagement Manager
P&L Profit & Loss
PDP Personal Development Plan
PGP Project Governance Plan
PMP Portfolio Management Process
PO Purchase Order
Practices A sub-set of Discipline Taxonomy
PTP Portfolio Transformation Program
R Responsible as per RACI or Realized for data
Table showing persons Responsible and Accountable for an activity by a
RACI
given date and those who need to be Consulted or Informed
RDSP Relationship Development Sales Plan
REFRA Request For Review/Approval
Region The Regions represent the geographical dimension of the Group's SBUs.
RM Risk Manager
Sales Group terminology for sales is “Bookings”
SBD Special Business Deal
SBU Strategic Business Unit
Sectors Sectors Represent the Market-oriented dimension of Group's SBUs.
SLA Service Level Agreements
SPADE Group's Sales Support Tool based on the Siebel Software
TAM Total Account Management
Talent Group Intranet website
TCV Total Contract Value
Term Definition
T&E Time & Expenses
TransFORM2014 Group reference manual for financial information and operational reporting
TS Technology Services - One of the Group Disciplines
Utilization Rate (ARVE, Translate the time management efficiency of our billable employees. = time
ARVI, URVE, URVI) charged to billable projects vs. total theoretical time
The Group Values are: Honesty, Boldness, Trust, Freedom, Solidarity,
Values (Group)
Modesty, Fun
VAR Value-Added Reseller
VP Vice President
WIP Work-in-Progress
WSP Winning Sales Plan
Appendix B: Blue Book change request
Blue Book change request

Any request to amend the Blue Book should be submitted, together with this completed form, to the
Office of the Chief Ethics & Compliance Officer to [email protected]
(One amendment per request)
Submitted by:
First and Last name

E-mail address
Unit
Function
Date
Requested changes:
Chapter / Section /
Page
(Specify)
Delete
(Insert text)
Modify
(Insert old text)
(Insert new text)
Add
(Insert text in color with
the sentence before and
after)
Reason(s) for change:
Please specify the main

reason(s) for the
amendment
Note:
Change requests are submitted for approval to the Office of the
Chief Ethics & Compliance Officer and
signed off by the CEO and Chairman of the Board.
Date of approval CEO and Chairman of the Board signature
Index
A
Chief Procurement Officer (CPO), 110
Account Executive (AE), 44 Chief Technology Officer, 31
Account Management, 43 Clarity, 69
Accounting Standards, 79 Code of Business Ethics, 13, 112
International Accounting Standards (IASs), 79 Collaboration Principles, 19
International Accounting Standards Board (IASB), Collaborative Selling, 43
79 Collaborative Selling process, 62
International Financial Reporting Standards Comfort letter, 59
(IFRSs), 79 Community, 114
Accurate and correct business and financial Compensation, 91
information, 16 Competition Laws, 14, 15
Achieving Consistent Excellence in Sales (ACES) Competitive Intelligence Center, 42
program, 45 Complex Bids, 70
Acquisition Review Board (ARB), 82 Complex Projects, 70
Advertising, 103 Confidential Information, 17, 18, 107
Advisory Boards, 73 Conflicts of interest, 16
Analyst Relations, 102 Consolidation Process, 79
Annual Performance Review (APR), 90 Consortium, 56
Annual Report, 100 Contract Negotiation Principles, 54
Appropriate use of Group and third-party assets Contributing to the communities, 18
and resources, 18 Corporate Legal Affairs Department, 59
Authorization Matrix, 37 Corporate Managed Accounts (CMA), 44
Authorization Process, 36 Corporate Social Responsibility and Sustainability,
Audit Committee, 20 27
Country General Counsel, 59
B
D
Behavior at work and work-related events, 14
Big Picture, 78 Deal Review Board, 48
Brand, 105 DELIVER, 69
Board of Directors, 20 Delivery, 33, 62
BRM Memo, 54 Delivery Manager, 63
Budget, 78 Delivery Skills, 64
Budget Letters, 78 Delivery Support Documentation, 75
Budget Reviews, 78 Delivery Value Improvement (DVI), 62
Business Development, 64 Departure, 91
Business development agent, 58
Business Gifts and Entertainment, 15 E
Business Integrity, 14
Business Presence, 49 End-to-End Contribution, 62
Business Relationships, 17 Engagement Manager, 62
Business Risk Management, 48 Environment, 18, 113
Business Risk Management (BRM), 47 Environmental Policy, 113
Business Unit (BU), 24 Equality, diversity and inclusion, 14
Equity-based incentive, 21
C Ethics & Compliance, 25
Escalation channels, 51
Capgemini brand, 105 Escalation milestones, 51
Capgemini business logo, 105 Ethics & Governance Committee, 21
Career and Engagement Management, 89 Ethics & Compliance Officer (ECO), 26
Charitable donations, 103 Events, 102
Chairman of the Board, 20 Export Deals, 50External Auditors, 80
Chief Ethics & Compliance Officer (CECO), 26 External Legal Counsel, 61
F Intellectual property, 17
Inter-Company Agreement (ICA), 57
Finance, 76 Internal Audit, 28
Financial Controllers (SBU), 76 Internal Communications, 98
First demand guarantee, 56 Internal Communications Writing Guide, 99
Flying Squads, 72 Internal Control, 80
Fundamental Objectives of the Group, 11 International Assignment Services, 95
International Assignment Services Network, 96
G International SOS, 94
International trade controls, 50
GIMS, 70 IP Board, 31
Global alliance agreements, 60 IT Security, 109
Global Category Manager, 110 ITICS, 34
Global Channels and Partners (GC&P), 44
Global framework agreements, 60 K
Global procurement agreements, 60
Global Procurement contracts, 35 Knowledge Management (KM), 34, 107
Global Procurement System (GPS), 35, 111
Global Purchasing Handbook, 110 L
Governance, 20
Group Anti-Corruption Policy, 15 Legal Financial Directors (LFDs), 77
Group Central Functions, 24 Legal Structure, 23
Group Client Executive (GCE), 44 Letter of Intent, 56
Group Communication Department, 30 Litigation, 60
Group Finance, 24 Loan of employment, 67
Group General Counsel, 59 Lobbyits, 50
Group General Secretary, 25 Logo, 105
Group IT, 108
Group Legal Department, 26, 59 M
Group Marketing and Communications
Department (GMCD), 97 Management Sourcing, 74
Group Operating Model, 23 Marketing, 30, 104
Group Operating Structure, 24 Marketing and Communication, 97
Group Organization, 23 Media Relations, 101
Group Review Board (GRB), 47 Mergers, Acquisitions & Disposals, 82
Group Sales and Portfolio, 31 M-Review (Monthly Engagement Status Review),
Group logo, 105 67
Group Strategy, 28 MyLearning, 92
Group Travel and Expenses policy, 93, 112
Group Travel Manager, 94 O
Group Travel Safety Policy, 94
On-boarding, 88
H Open dialogue, 14
Opportunity Summary Refra Deck (OSRD), 54
Harassment, 14 OTACE, 73
Health & Safety, 13 Our University, 27, 93
Home Country, 50
Human Resources, 27, 86 P
I Parent company guarantee, 55, 59

Partner Growth initiatives (PGI’s), 31
Industrialization Operating Model Handbooks, 57 Performance Improvement Plan (PIP), 89
Insider Trading, 16 Personal data, 18
Insurance, 83 Personal Development & Performance Evaluation,
Business Interruption, 84 89
Commercial General Liability, 8 Personal Development Plan (PDP), 90
Local Insurance Coverage, 84 Political contributions, 103
Professional Indemnity, 83 Portfolio Management, 46
Property Damages, 84 Portfolio Transformation, 31
Portfolio Transformation Program (PTP), 46 Strategic Business Unit (SBU), 24
Principles, 91 Sub-contracting, 56
Press releases, 60 Subversion, 70
Procurement, 110 Success stories, 101
R T
RACI, 36 Talent, 99
Accountable, 36 The “one over one” rule, 86
Consulted, 36 The Group Investment Committee, 32
Informed, 36 Thought leadership publications, 101
Responsible, 36 Time and Materials, 53
Rational Functional Tester and Test Manager, 70 Time Boxing or Ceiling, 53
Recruitment, 87 Top Line Initiatives, 31
Recruitment Advertising, 104 Trademark, 105
Red projects, 72 TransFORM, 76
Referral Fees, 58 Travel, 94
REFRA, 53 Travel Agencies, 93
Regional General Counsel, 59 Travel Risk Management, 93
Responsible Citizenship, 18 Travel Safety Process, 94
Risk rating, 94
Rolling Forecast, 79 V
S Value Added Reseller (VAR), 57

Values, 12
Safety Critical Operations, 50 Boldness, 12
Salary Advances, 92 Freedom, 12
Sales, 42 Fun, 13
Sales agent, 58 Honesty, 12
Sales Agents, 50 Modesty, 12
Sales Force, 45 Team spirit, 12
Sales Hotline, 42 Trust, 12
Sales Management, 42 Vision and Mission, 97
Selection & Compensation Committee, 21 Visual Identity, 99
Specialized Committees, 20 VP Compensation, 91
Strategy & Investment Committee, 21
Sector Growth Initiatives (SGIs), 31
Self Booking Tools, 93 W
Social Media, 100
SPADE, 42 Winning Sales Plan (WSP), 42, 43
Sponsorship, 102 Won complex Engagements, 72

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1

Edition: January 2016

Last Blue Book changes

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2.1 Group Mission & Expertise

2.2 Fundamental Objectives

2.4 Our Code of Business Ethics

2.4.1 International Laws and Voluntary Codes

We are committed to providing a safe and inclusive work environment.

2.4.3 Business Integrity

As a business we are committed to act responsibly in the market place.

2.4.4 Business Relationships

2.4.5 Group and Third-Party Assets

2.4.6 Responsible Citizenship

3.1 Group Corporate Governance

3.1.1 Board of Directors

3.1.2 The Chairman of the Board and the Board of Directors

3.2 Group Operational Governance

3.3 Equity-based incentive

4.1 Legal Structure

Specific conventions, contractual arrangements or commercial relationships between a legal

4.2 Group Operating Model

4.3 Group Operating Structure

4.3.1 Business Unit (BU)

4.3.2 Strategic Business Unit (SBU)

4.4 Group Central Functions

4.4.1 Group Finance

 Assist and support operations in managing business through:

4.4.1.2 Responsibilities of Group Finance Departments

In addition, IT department (Global ITICS) is in charge of infrastructure, communication systems and

4.4.2 Group General Secretary

4.4.2.1 Ethics & Compliance objectives

4.4.2.2 Legal Mission

In particular, we aim to:

Our Group Human Resources mission is to:

4.4.2.4 Group University Mission

4.4.2.5 Group Corporate Social Responsibility (CSR) and Sustainability

4.4.3.2 Strategy Implementation

4.4.4 Group Internal Audit

The main objectives of Internal Audit are to:

4.4.4.2 Scope of Audit Work

4.4.4.3 Audit preparation and field work

4.4.4.4 Internal audit reporting

4.4.4.5 Field report

4.4.4.6 Group final report

4.4.4.7 Confidentiality of audit reporting

4.4.5 Group Communication

More specifically, the Group Communication Department is responsible for:

4.4.6 Global Marketing Mission

 Portfolio Transformation which is the adoption of a systematic approach to managing what

4.4.8 Chief Technology Officer and IP Board

4.4.8.1 Context and Mission

4.4.8.3 IP Board Members Nomination:

4.4.9 The Group Investment Committee

4.4.9.2 Scope of the GIC

Scope GIC review CEO Approval

4.4.9.3 Composition of the GIC

4.4.9.4 Operating guidelines

4.4.10 Group Delivery & Knowledge Management

4.4.10.2 Knowledge Management (KM)

Group IT responsibility is on ITICS (Information Technologies & Information Communication

4.4.12 Group Procurement

The Group Procurement team aims to drive procurement excellence by: