HERMÈS - 2019 Universal Registration Document

CORPORATE GOVERNANCE SUPERVISORY BOARD'S' REPORT ON CORPORATE GOVERNANCE

EVALUATION OF THE CAG-CSR COMMITTEE

The Company’s CAG-CSR Committee is not tasked with setting the compensation of the Executive Chairmen, a task governed by the provisions of the Articles of Association and which falls within the remit of the Active Partner and not the Supervisory Board. It was therefore not relevant to create a Compensation Committee separate from the Appointments Committee. Table of changes in the composition of the committees over the financial year Mr Robert Peugeot had served for 12 years of office on 24 January 2019. He has therefore have lost his status as independent Board member of the Supervisory Board according to the criteria set out in the Afep-Medef Corporate Governance Code. His term of office as a member of the Supervisory Board expired on 4 June 2019, which resulted in his resignation from his duties as a member of the CAG-CSR Committee and the Audit and Risk Committee on the same date. Ms Sharon MacBeath resigned from her office as a member of the Supervisory Board effective 20 March 2019, meaning that she also resigned from her office as a member of the CAG-CSR Committee and the Audit and Risk Committee on the same date. At its meeting of 4 June 2019 the Supervisory Board: reappointed Ms Monique Cohen (Chairwoman), Mr Charles-Éric Bauer s and Mr Renaud Momméja as members of the Audit and Risk Committee; appointed Ms Estelle Brachlianoff and Mr Alexandre Viros as new s members of the Audit and Risk Committee; reappointed Ms Dominique Senequier (Chairwoman) and Mr Matthieu s Dumas as members of the CAG-CSR Committee; appointed Ms Estelle Brachlianoff as a new member of the CAG-CSR s Committee.

3.4.9.6

The operation and work of the CAG-CSR Committee were evaluated in 2019 as part of the three-year formal self-evaluation of the Supervisory Board (see page 247).

EVALUATION OF THE AUDIT AND RISK

3.4.9.7

COMMITTEE

The functioning and work of the Audit and Risk Committee were evaluated in 2019 as part of the three-year formal self-evaluation of the Supervisory Board (see page 248).

SPECIALISED COMMITTEES

3.4.10

3

Two specialised committees were created in 2005: the Audit Committee (26 January 2005), whose duties the Board then s decided to expand and which was renamed the “Audit and Risk Committee” (19 March 2019); the Compensation Committee (26 January 2005), subsequently s assigned new duties and responsibilities by the Board and renamed the Compensation and Appointments (18 March 2009), Governance (20 January 2010) and CSR (16 November 2018) Committee or the “CAG-CSR Committee”. These Committees act under the collective and exclusive responsibility of the Supervisory Board. Their role is to research and to prepare for certain deliberations of the Board, to which they submit their opinions, proposals or recommendations.

Summary of changes in 2019

Departures

Appointments

Renewals

Audit and Risk Committee

Ms Sharon MacBeath (20/03/2019) Mr Robert Peugeot (04/06/2019)

Ms Estelle Brachlianoff (04/06/2019) Mr Alexandre Viros (04/06/2019)

Ms Monique Cohen, Chairwoman (04/06/2019) Mr Charles-Éric Bauer (04/06/2019) Mr Renaud Momméja (04/06/2019) Ms Dominique Senequier, Chairwoman (04/06/2019); Mr Matthieu Dumas (04/06/2019)

CAG-CSR Committee

Ms Sharon MacBeath (20/03/2019) Mr Robert Peugeot (04/06/2019)

Ms Estelle Brachlianoff (04/06/2019)

CAG-CSR COMMITTEE

The CAG-CSR Committee’s rules of procedure were not updated in 2019. The seventh version of the rules of procedure dated 16 November 2018 is set out in full on page 282 and each update is made available online at https://finance.hermes.com/en/Corporate-Governance/Management- Bodies/The-Specialized-committees-of-the-Supervisory-Board.

3.4.10.1

Composition and functioning of the CAG-CSR Committee at 31 December 2019 The composition rules, duties and operating provisions of the CAG-CSR Committee are described in detail in the rules of procedure approved by the Supervisory Board and have existed since 24 March 2010. These rules of procedure are revised on a regular basis to be in line with revisions and updates of the Afep-Medef Code and developments in the regulatory environment.

2019 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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