Hermès // 2021 Universal Registration Document
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CORPORATE GOUVERNANCE SPECIALISED COMMITTEES
OPERATION
The secretarial duties of CAG-CSR Committee meetings are provided by the Director of Corporate law and Stock Exchange regulations and Compliance Officer, and secretary of the Supervisory Board, under the responsibility of the Chairwoman, or by a member of the CAG-CSR Committee appointed as rapporteur by the Chairwoman. At the first Supervisory Board meeting following a meeting of the CAG-CSR Committee, the Chairwoman gives an oral report on the Committee’s work to the members of the Board, a summary of which is then included in the minutes of the Board meeting. The CAG-CSR Committee uses the Herboard secure digital platform (see § 3.5.3.2). Minutes of CAG-CSR Committee meetings are drawn up at the end of each meeting and sent to all members of the Committee, who are invited to comment. Any observations are discussed at the next Committee meeting, which approves the final text of the minutes of the previous meeting. The CAG-CSR Committee uses a dashboard to plan and prepare its work in a balanced way over the year.
3.6.2.3
The operation of the CAG-CSR Committee complies with the principles applicable to Board committees (see § 3.6.1). The Chairman of the Supervisory Board can be invited to certain CAG-CSR Committee meetings in order to hear his or her opinion in matters of appointments or governance, which was not the case in 2021. As part of its responsibilities in terms of social and environmental responsibility, a meeting dedicated to the presentation of exposure to CSR risks has been held every year since 2021 with the Audit and Risk Committee. The purpose of this joint meeting is to strengthen coordination and sharing between the two committees on this related subject. Before each CAG-CSR Committee meeting, Committee members are sent, in good time, with reasonable lead time and subject to confidentiality requirements, a file containing documentation on items on the agenda requiring prior analysis and review. The Executive Vice-President of Corporate Development and Social Affairs, and the Group Director of Human Resources, systematically participate in the meetings of the CAG-CSR Committee. The Group Director of sustainable development participates at least twice a year for subjects relating to CSR.
MAIN DUTIES AND WORK CARRIED OUT IN 2021
3.6.2.4
Without prejudice to the powers of the Supervisory Board, which it does not replace, the main duties of the CAG-CSR Committee and the work carried out in 2021 are as follows:
Main duties and work carried out in 2021 1
Purpose of duties
conduct a periodic self-assessment of its operation; s approve the revision of the rules of procedure of the CAG-CSR Committee. •
General
Compensation of the Executive Chairmen and the Supervisory Board evaluate the achievement of the indicators comprising the CSR criterion for the Executive Chairmen’s variable s compensation; check the compliance of the actual compensation of the Executive Chairmen with the Articles of Association and the s compensation policy established by the Active partner; make any proposals on the compensation policy for members of the Supervisory Board and committees; s check the compliance of the planned distribution of the compensation of the members of the Supervisory Board with s the compensation policy; assist the Supervisory Board in determining the conditions and performance criteria to be applied to awarding options • to subscribe for or purchase shares, performance-based shares and/or additional pensions to the Executive Chairmen [n/a in 2021] ; review the explanatory statements to the resolutions of the General Meeting on Senior Executive compensation (Say on s Pay). Compensation of the Group Executive Committee and Senior Executives be consulted and prepare the recommendations of the Supervisory Board to the Executive Management on the terms s of compensation (fixed compensation for 2021, actual bonus for 2020 and target bonus for 2021) of the members of the Executive Committee; approve the compensation arrangements (fixed compensation for 2021, actual bonus for 2020 and target bonus for s 2021) of the Executive Corporate Officers of the French subsidiaries paid for their office; review proposals for share subscription or purchase plans and granting free share awards to Senior Executives to s enable the Supervisory Board to determine the aggregate or individual number of options or shares allotted and the terms and conditions of allotment [n/a in 2021] . Group compensation policy review proposals for share subscription or purchase plans and granting free share awards to employees and draw up • recommendations thereon to Executive Management [n/a in 2021] ; examine the achievement of the performance conditions and its consequences on the number of free shares actually s awarded to beneficiaries; carry out specific tasks entrusted to it by the management or supervisory bodies of the Hermès Group’s main French s subsidiaries [n/a in 2021] ; be informed of the Company’s policy with regard to gender equality and equal pay. s
Compensation
One-off or multi-year topics •
(1) Non-exhaustive list
Annual topics
s
286 2021 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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