HERMÈS - 2020 Universal registration document
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CORPORATE GOVERNANCE ORGANISATION OF THE SUPERVISORY BOARD
Attendance at Supervisory Board meetings
Attendance at Audit and Risk Committee meetings
Attendance at CAG-CSR Committee meetings
2020
Total number of meetings Overall attendance rate Éric de Seynes (Chairman)
8
5
6
94.64% 100.00% 87.50% 75.00% 100.00% 100.00% 75.00% 100.00% 100.00% 100.00% 100.00% 87.50% 100.00% 100.00% 100.00%
92.00%
88.89%
n/a
n/a n/a
Monique Cohen (Vice-Chairwoman) Dominique Senequier (Vice-Chairwoman)
100.00%
n/a n/a
100.00%
Dorothée Altmayer Charles-Éric Bauer Estelle Brachlianoff Matthieu Dumas Blaise Guerrand Julie Guerrand Olympia Guerrand
n/a n/a
100.00% 60.00%
66.67%
Pureza Cardoso (employee representative)
n/a n/a n/a n/a n/a n/a
n/a
100.00%
n/a n/a n/a n/a n/a
Rémy Kroll (employee representative)
Renaud Momméja Alexandre Viros
100.00% 100.00%
n/a Attendance calculated by establishing the ratio between the number of actual attendance or attendance using telecommunication and the number of meetings applicable to each member. n/a: not applicable. MANAGEMENT OF CONFLICTS OF INTEREST – 3.3.6.5 BUSINESS RELATIONS Ms Monique Cohen, Ms Estelle Brachlianoff and Mr Alexandre Viros have not declared any business relationships with the Company.
Ms Dominique Senequier declared a non-significant business relationship described in chapter 5 “Consolidated financial statements”, § 5.6 (Note 31.2 [Ardian Holding]) under related-party transactions. After examining each of these situations in early 2021, the CAG-CSR Committee concluded that none of them were of such a nature as to constitute a conflict of interest for the persons concerned and that none of the independent members of the Board had, directly or indirectly, significant business relationships with the Company or its group. The offices of members of the Supervisory Board are not taken into account when calculating the plurality of offices, Articles L. 225-21 and L. 225-77 of the French Commercial Code being expressly excluded from the provisions applicable to Partnerships limited by shares. Each member of the Supervisory Board must disclose the list of offices and positions held in any company during the last five years at the time of his or her first appointment and each year when the Universal Registration Document is being prepared. The information disclosed, and in particular the offices held in listed companies, is detailed in the information on each individual Board member presented § 3.3.7. The examination of the situation of each member of the Supervisory Board and of the Executive Chairmen as regards the plurality and number of offices, showed that no member of the Supervisory Board or Executive Chairman was in a situation of concurrent holding of offices, with regard to both the legal rules and to the principles set out in Article 19.4 of the Afep-Medef Code updated in January 2020. PLURALITY AND NUMBER OF OFFICES 3.3.6.6
Article 1.1.3.6 of the Supervisory Board’s rules of procedure state that: “Members of the Supervisory Board shall endeavour to avoid any possible conflict between their moral and material interests and those of the Company. They shall inform the Supervisory Board of any conflicts of interest in which they might be involved. In cases where a conflict of interest cannot be avoided, they shall refrain from taking part in any discussions or decisions related to the matters concerned. Each member of the Supervisory Board must also draw up a signed declaration stating whether or not there is a conflict of interest, even a potential one: at the time of his or her appointment; s each year when the Universal Registration Document is prepared.” s The declaration describes all possible situations, with precise examples, inviting the members of the Board to declare all situations that could represent a potential conflict of interest. The declaration serves as a basis to evaluate the material nature of business relationships that could affect the independence of a Supervisory Board member as required by recommendation 9.5.3 of the Afep-Medef Code updated in January 2020. The business relationship evaluation criteria are quantitative (amount of sales or revenue generated during the financial year and the percentage represented by those amounts in relation to the counterparty’s total sales or revenue) and qualitative (nature of existing business relationships). As regards the quantitative criteria, the Supervisory Board did not consider it appropriate, given the diversity of possible situations, to set a threshold below which a business relationship would be deemed immaterial. The evaluation is made on a case-by-case basis.
252 2020 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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