HERMÈS - 2018 Registration document

Corporate Governance

Supervisory Board’s report on corporate governance

ADMINISTRATIVE AND MANAGEMENT BODIES

In addition, a succession plan has been drawn up for Executive Management. In 2016, this plan was submitted orally to the CAG-CSR Committee, which commended its quality and its appropriateness. In 2017, the CAG Committee carried out an annual review of this plan and noted that no changes had been made to it. This succession plan covers: s s temporary interim succession (temporary absence of an Executive Chairman, e.g. due to illness or accident); s s unplanned succession (permanent impairment, death or resignation of an Executive Chairman in the short or medium term), normal suc- cession (medium and long term). In early 2019, the CAG-CSR Committee was informed of a written memo setting out the details of the succession plan for ExecutiveManagement. This plan was given to the Active Partner. It should be noted that the existence of two Executive Chairmen, one of which is a legal entity, guards against the Executive Management falling vacant unexpectedly. The CAG-CSR Committee has requested that the Talent Review be pre- sented to it every two years and that the succession plan for Executive Management and the Chairman of the Supervisory Board is presented to it annually. For the succession plan of the Chairman of the Supervisory Board, refer to section 3.1.4.2 (page 149).

3.1.3

3.1.3.1 Changes in 2018 No changes took place in the Executive Management or the Executive Committee in 2018. Succession plan for Senior Executives Every two years, a 360° Human Resources review known as the “Talent Review” is performed in each subsidiary to: s s identify,accordingtodemandingandselectivecriteria,talentcapable of holding the highest responsibilities within the House; s s support the development of talent through targeted and ambitious initiatives to create conditions fostering their performance, motiva- tion and loyalty; s s anticipate and manage potential staff moves (between/within subsi- diaries) and succession plans, to ensure the continuity of the organi- sation and take Hermès into the future. ThisTalentReviewcoversthesuccessionofthemembersoftheExecutive Committee.Asummaryof,andtheactionplansstemmingfrom,the2018 Talent Review were presented to the CAG-CSR Committee at end-2018. 3.1.3.2

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The Group’s management (role and composition, list of offices and functions performed)

3.1.3.3

The Active Partner and its Executive Management Board

Role

Composition at 31/12/2018

The Active Partner is jointly and severally liable for all theCompany’s debts, for an indefinite period of time. The Active Partner has the authority to appoint or revoke the powers of the Executive Chairman, after receiving the reasoned opinion of the Supervisory Board. The Active Partnermakes all decisions pertai- ning to the Group’s strategic options, consolidated operating and investment budgets, and recom- mendations to the General Meeting with respect to the distribution of share premiums, reserves and retained earnings, on the recommendation of the Supervisory Board. It may submit recommendations to the ExecutiveManagement on any matter of gene- ral interest to the Group. It authorises all company loans, sureties, endorsements and guarantees, any pledges of collateral and encumbrances on the Company’s property, as well as the creation of any company or acquisition of an interest whenever the investment amounts to more than 10% of the Group’s consolidated net worth.

Active Partner

s s Émile Hermès SARL

represented by its Executive Management Board:

s s Mr Henri-Louis Bauer

Executive Chairman, Chairman and Member of the Executive Management Board

s s Mr Frédéric Dumas

Vice-Chairman and member of the Executive Management Board

s s Ms Pascale Mussard

Vice-Chairwoman and member of the Executive Management Board

s s Ms Sandrine Brekke s s Ms Capucine Bruet s s Ms Alice Charbin s s Mr Édouard Guerrand s s Mr Laurent E. Momméja s s Mr Jean-Baptiste Puech s s Mr Guillaume de Seynes

Other members of the Executive Management Board

2018 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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