Hermès // 2022 UNIVERSAL REGISTRATION DOCUMENT
3
CORPORATE GOVERNANCE ORGANISATION OF THE SUPERVISORY BOARD
SITUATION AS AT 31DECEMBER 2022 WITH REGARD TO THE INDEPENDENCE CRITERIA SET OUT ABOVE
3.4.6.2
3.4.6.2.1 Independence of the Supervisory Board
This proportion is consistent with:
The proportion of independent members on the Supervisory Board has been one‑third ( i.e. four out of twelve members appointed by the General Meeting) since the criteria were introduced in 2009. In accordance with the provisions of the Afep‑Medef Code, revised in December 2022 (Article 10.3), employee representative members of the Board are not taken into account when calculating this proportion. As at 31December 2022, the CAG‑CSR Committee examined the situation of each of its members in respect of the above criteria on a case‑by‑case basis, and deemed four of them to be “independent”: MsesEstelle Brachlianoff, Monique Cohen, Dominique Senequier and MrAlexandre Viros.
the recommendations of the Afep‑Medef Code (Article 10.3) for controlled companies within the meaning of Article L.233‑3 of the French Commercial Code ( Code de commerce ); s the Supervisory Board rules of procedure (Article 2.1.5.1). s
This analysis is carried out each year on the basis of a questionnaire sent to all Supervisory Board members (see §3.4.7.5) in which they are asked to make a sworn statement: in order to categorise Board members as independent under the criteria set out above; s to detail the business relationships with the Group during the year and to confirm that these are not likely to create a potential conflict of interest. s In particular, the Board identified no significant business relationships between its members and the Company.
The table below summarises the criteria satisfied for each member of the Supervisory Board:
Prescience Assoh (representing employees)
Anne‑Lise Muhlmeyer (employee representative)
Monique Cohen (Vice Chairwoman)
Dominique Senequier (Vice Chairwoman)
Éric de Seynes (Chairman)
Dorothée Altmayer
Charles Éric Bauer
Estelle Brachlianoff
Matthieu Dumas
Blaise Guerrand
Julie Guerrand
Olympia Guerrand
Renaud Momméja
Alexandre Viros
CRITERIA
√
√
√
√
Criterion 1
√
√
√
√
√
√
√
√
√
√
√
√
√
Criterion 2
√
√
√
√
√
√
√
√
√
√
√
Criterion 3
√
√
√
√
√
√
Criterion 4
√
√
√
√
√
√
√
√
√
√
√
√
√
√
Criterion 5
√
√
√
√
√
√
√
√
√
Criterion 6
√
√
√
√
√
√
√
√
√
√
√
√
√
√
Criterion 7
√
√
√
√
√
√
Criterion 8
√
√
√
√
√
√
Criterion 9
INDEPENDENT
√
√
n/a
√
n/a
√
√: represents an independence criterion satisfied. n/a: not applicable.
3.4.6.2.2 Independence of the CAG‑CSR Committee The proportion of independent members on the CAG‑CSR Committee is two‑thirds ( i.e. two out of three members), including its Chairwoman. This proportion is in line with the recommendations of the Afep‑Medef Code, revised in December 2022 (Article 19.1).
3.4.6.2.3 Independence of the Audit and Risk Committee The proportion of independent members on the Audit and Risk Committee is 60% ( i.e. three out of five members), including its Chairwoman. This proportion is slightly lower than the recommendation of the Afep‑Medef Code revised in December 2022 (Article 17.1). The Board considered however that it enabled the Committee to function properly. In its 2014 report, the HCGE considered “that an Audit Committee with, for example, three independent members out of five remains compliant with the spirit of the Code, provided that the Chairman is an independent member”, as is the case for this Company.
2022 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
286
Made with FlippingBook - professional solution for displaying marketing and sales documents online