Hermès // CSR Extract 2023
CORPORATE GOVERNANCE ORGANISATION OF THE SUPERVISORY BOARD
3.4.6.2 SITUATION AS AT 31 DECEMBER 2023 WITH REGARD TO THE INDEPENDENCE CRITERIA SET OUT ABOVE 3.4.6.2.1 Independence of the Supervisory Board
The proportion of independent members on the Supervisory Board has been one‑third ( i.e. four out of 12 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 31 December 2023, 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”: Mses Estelle Brachlianoff, Monique Cohen, Dominique Senequier and Mr Alexandre Viros. 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:
This proportion is consistent with:
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
In particular, the Board identified no significant business relationships between its members and the Company. 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 order to categorise Board members as independent under the criteria set out above; s
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The table below summarises the criteria satisfied for each member of the Supervisory Board:
Monique Cohen (Vice- Chairwoman)
Dominique Senequier (Vice- Chairwoman)
Prescience Assoh (employee representative)
Anne‑Lise Muhlmeyer (employee representative)
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). 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. 3.4.6.2.3
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.
2023 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL EXTRACT FROM 2023 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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