HERMÈS - 2020 Universal registration document
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CORPORATE GOVERNANCE FUNCTIONING OF THE SUPERVISORY BOARD
“HERBOARD” DIGITAL PLATFORM
The Executive Management must be convened (see in chapter 7 "Information on the Company and its share capital", § 7.1.1.10 [Article 19.2 of the Articles of Association]) and may attend meetings of the Supervisory Board but without voting rights. Furthermore, as in previous years, the Chairman of the Supervisory Board was invited to attend all meetings of the Executive Management Board of Émile Hermès SARL. In accordance with the provisions of Article 19.2 of the Articles of Association, meetings of the Supervisory Board are validly held when half of the members are present or represented, it being specified that members who participate in the meeting by videoconference or telecommunication means allowing their identification and guaranteeing their effective participation by the use of technical means allowing the continuous and simultaneous retransmission of the deliberations are deemed present. An attendance register is kept that lists the names of the members present physically or by means of videoconference or telecommunication, or represented or absent. Proxies are appended to the attendance register. To ensure that Supervisory Board meetings are held in due and proper form, a file containing background documents related to issues on the agenda is sent via Herboard to each Board member, whenever possible, ten days before each meeting, with a minimum period of 48 hours. Persons who are not Board members, in particular members of the Executive and Operations Committees, may be invited to attend Board meetings at the Chairman’s discretion, in order to provide any information that members of the Board might require to reach a full understanding of certain matters on the agenda and which are technical in nature or require special expertise. These people usually attend only the part of the meeting that concerns them. Minutes are drawn up by the Board Secretary at the end of each meeting and sent to all Board members, who are invited to comment. Any comments are discussed at the next Supervisory Board meeting, which approves the final text of the minutes of the previous meeting. Whenever it considers it necessary, the Executive Management of Hermès International or the Chairman of the Supervisory Board of Hermès International calls a Joint Council between the Executive Management Board of Émile Hermès SARL and the Supervisory Board of Hermès International. The Joint Council is an institution designed to enable extensive consultation between the Executive Management Board of the Active Partner, an internal body needing to have knowledge of the main aspects of Hermès International’s Executive Management, and the Supervisory Board, an emanation of the shareholders. JOINT COUNCIL MEETINGS 3.4.2.3
3.4.2.4
Since 2016, the Supervisory Board has made use of a secure digital Board management platform hosted in France by Oodrive and customised for Hermès.
Dubbed “Herboard” at Hermès, the platform is accessible from a web browser or via a tablet application and can be used to: organise Board and committee meetings (scheduling of meetings, s sending of meeting invitations, tracking of attendance); provide highly secure and paperless Board documents relating to s Board and committee meetings and to the Supervisory Board’s master file in real time ( via a username, password and confirmation code sent via SMS); manage document permissions and track document use; s circulate minutes and reports. s Following the implementation of Herboard, an iPad ® was issued to Supervisory Board members who requested one. Herboard is also available to the Statutory Auditors and the representative of the Social and Economic Committee for documents relating to Board meetings. Members of the Supervisory Board receive press releases and information intended for shareholders (Universal Registration Document, letters to shareholders) and the press review. Each year at least two major annual themes are presented to the Board (see § 3.4.2.6) and an on-site visit is organised (see § 3.4.2.7). Supervisory Board members can make use of the Company’s Group membership of the IFA (Institut Français des Administrateurs), and thereby take advantage of all of its services and training. Ms Julie Guerrand became a certified Company director (receiving the ASC France Certificate) in 2013 and Mr Matthieu Dumas in 2015. Other Board members will likely be taking part in this company governance certification programme carried out by IFA in partnership with Sciences Po. In 2014, the CAG-CSR Committee set up an induction and training programme for new Board members, which entails: presentation by the Board Secretary: s the SCA legal form and the role of the members of the Supervisory s Board, confidentiality rules, s the Group’s organisation chart, s the Hermès Sellier divisional organisation chart, s minutes of the Supervisory Board for the last three financial years s together with those of the current year; TRAINING FOR SUPERVISORY BOARD MEMBERS – INDUCTION PROGRAMME 3.4.2.5
276 2020 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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