HERMÈS - 2019 Universal Registration Document

CORPORATE GOVERNANCE SUPERVISORY BOARD'S' REPORT ON CORPORATE GOVERNANCE

Objectives set in 2012

Means of implementation and results at 31/12/2019

CRITERIA USED

Objectives: the House’s culture being quintessentially French, s maintain a French-speaking Board; international experience is important; s experience in the luxury sector is not necessarily s desirable given the specific nature of Hermès and potential conflicts of interest; experience or membership of a family group should be s decisive (collective and not individual ambition); the absence of a conflict of interest is difficult to define s and will be examined on a case-by-case basis; financial expertise is desirable; s integrity and compatibility with the Hermès values is a s prerequisite; plurality of offices in other listed companies is not in s itself a handicap but must be taken into account for good governance. Objective: unfavourable because this role can be entrusted to a Board member without the need to appoint a non-voting member. Amend Article 18 of the Articles of Association to determine the terms and conditions for appointing members of the Supervisory Board representing the Group’s employees in accordance with the law of 14 June 2013 on employment security. The member(s) representing employees will be appointed by the Group Works Council, taking into account the role of this employee representation body, which is the primary point of contact for management and whose members hail from the various works councils or single staff delegations of the companies comprising the Group. Objectives set in 2014

Appointment of Ms Dominique Senequier to the Board in 2013 (financial profile). Appointment of Ms Monique Cohen in 2014 (financial profile, Audit and Risk Committee experience). Appointment of Ms Sharon MacBeath in 2016 (experience in human resources and British nationality). Appointment in 2017 of Ms Dorothée Altmayer (experience in human resources and psychology) and Ms Olympia Guerrand (international experience and dual nationality).

Nationalities, international experience, expertise (highlighting the missing talents/typical profiles needed to improve the running of the Board).

Appointment of Ms Estelle Brachlianoff and Mr Alexandre Viros in 2019 (see below).

3

Unchanged.

Possibility of appointing a non-voting member

Means of implementation and results at 31/12/2019

CRITERIA USED

Amendment of the Articles of Association at the 2014 General Meeting. Appointment of an employee representative to the Board at the end of 2014. Appointment of two employee representatives to the Board (one woman and one man) since 12 November 2019. Amendment of the Articles of Association submitted to the General Meeting of 24 April 2020.

Employee representative members

Objectives set in 2019

Means of implementation and results at 31/12/2019

CRITERIA USED

Objectives: Upon the planned replacement of Mr Robert Peugeot and the resignation of Ms Sharon MacBeath in 2019, the Supervisory Board set itself the objective of taking on two new independent members.

Appointment in 2019 of Ms Estelle Brachlianoff to the Board, the Audit and Risk Committee, and the CAG-CSR Committee (experience as a senior manager in a group with an international dimension, steering structures undergoing transformation, CSR skills).

Nationalities, international experience, expertise (highlighting the missing talents/typical profiles needed to improve the running of the Board). Number of independent members

Appointment in 2019 of Mr Alexandre Viros to the Board and the Audit and Risk Committee (expertise in the e-commerce and retailing universe, knowledge of customer relations, aptitude to work in industries undergoing profound transformation and seeing the emergence of disruptive models). End-2019: 1/3 independent members. Only Board members appointed by the General Meeting (Article L. 225-79-2 II of the French Commercial Code (Code de commerce)) and independent members (Afep-Medef Code – Article 9.3) are included in the calculation of the percentage of women members, not employee representatives.

No objective has been set for 2020 as regards changes in the composition of the Supervisory Board.

2019 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

237

Made with FlippingBook - Online catalogs