Hermès // 2022 UNIVERSAL REGISTRATION DOCUMENT
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CORPORATE GOVERNANCE ORGANISATION OF THE SUPERVISORY BOARD
3.4.7.4 ATTENDANCE The Supervisory Board’s rules of procedure (Article 2.2.2.1) state that Supervisory Board members undertake to participate actively in all meetings of the Board and of the specialised committees of which they are a member. The compensation policy for members of the Supervisory Board established by the Board is described in §3.8.1.3. This policy includes a majority variable component proportional to attendance at meetings (see tables in §3.5.7.1). Barring an unforeseen obstacle or exceptional circumstances (and in particular the Covid‑19 crisis), remote participation by telecommunication means should remain exceptional but is remunerated under the same conditions.
During financial year 2022, seven meetings of the Supervisory Board, six meetings of the Audit and Risk Committee and six meetings of the CAG‑CSR Committee were held, with the regular attendance of almost all members, as shown in the table below: 12 of the 14 members attended all Board meetings. Each absence was the subject of a precise and detailed justification by the relevant Board members. The first Board meeting was held exclusively by videoconference due to Covid‑19. One Board member had to participate in two other meetings by videoconference for justified personal reasons. The remaining 13 members were physically present at the other meetings in which they participated.
Attendance at Supervisory Board meetings
Attendance at Audit and Risk Committee meetings
Attendance at CAG‑CSR Committee meetings
2022
Total number of meetings
7
6
6
Overall attendance rate
96.94%
93.33%
83.33%
Éric de Seynes (Chairman)
100.00%
n/a
n/a
Monique Cohen (Vice‑Chairwoman)
100.00%
100.00%
n/a
Dominique Senequier (Vice‑Chairwoman)
71.43%
n/a
83.33%
Dorothée Altmayer
100.00%
n/a
n/a
Prescience Assoh (representing employees) – 1 meeting
100.00%
n/a
n/a
Charles-Éric Bauer
100.00%
100.00%
n/a
Estelle Brachlianoff
100.00%
66.67%
66.67%
Pureza Cardoso (employee representative) – 6 meetings
83.33%
n/a
n/a
Matthieu Dumas
100.00%
n/a
100.00%
Blaise Guerrand
100.00%
n/a
n/a
Julie Guerrand
100.00%
n/a
n/a
Olympia Guerrand
100.00%
n/a
n/a
Rémy Kroll (employee representative) – 6 meetings
100.00%
n/a
n/a
Renaud Momméja
100.00%
100.00%
n/a
Anne‑Lise Muhlmeyer (employee representative) – 1 meeting
100.00%
n/a
n/a
Alexandre Viros 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. 3.4.7.5 MEASURES TAKEN TO ENSURE A BALANCE OF POWERS WITHIN THE BOARD AND AVOID POTENTIAL CONFLICTS OF INTEREST In accordance with Article 2.2.2.4 of the Supervisory Board’s rules of procedure, each member of the Supervisory Board shall at all times maintain his or her independence of thought, analysis, judgment and action and shall endeavour to this end to avoid any conflicts of interest. 100.00% 100.00%
The governance of the Company is by nature dissociated (see §3.2.3), which guarantees a strict separation of executive powers and control powers. The Supervisory Board comprises at least one‑third independent members (see §3.4.3.2). The Audit and Risk Committee is three‑fifths independent members and the CAG‑CSR Committee two‑thirds.
Each member shall inform the Supervisory Board of any conflicts of interest in which they might be involved. In the event of a potential conflict of interest, the member concerned must immediately notify the Chairman of the Supervisory Board, who then informs the CAG‑CSR Committee so that, based on an analysis of the situation declared, it can form an opinion. This opinion is then submitted to the Supervisory Board and, if the Board decides to follow it, is then notified to the person concerned by the Chairman of the Board. The Board’s decision is recorded in the minutes of the meeting. The Supervisory Board member concerned shall refrain from attending the discussions and
2022 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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