Hermès - Registration Document 2016
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CORPORATE GOVERNANCE
REPORT FROM THE CHAIRMAN OF THE SUPERVISORY BOARD ON THE CORPORATE GOVERNANCE PRINCIPLES
Situation of each member of the Supervisory Board in view of the above criteria On 31 December 2016, the Board examined the situation of each of its members in the light of the aforesaid criteria, on a case-by-case basis, and determined that four directors qualified as “independent”: Monique
Cohen, Dominique Senequier, SharonMacBeath and Robert Peugeot. In particular, the Board has identified no significant business relationship between itsmembers and the Company. This analysis is performed each year on the basis of a questionnaire that is sent to all Supervisory Board members (see page 115 below).
Criterion
1
2
3
4
5
6
7
8 Independent
Éric de Seynes (Chairman)
√ √ √ √ √ √ √ √ √ √ √ √ √
√ √ √ √ √ √ √ √ √ √ √ √ √
√ √ √ √ √ √ √ √ √ √ √ √ √
√ √ √ √ √ √ √
√ √ √ √ √ √ √ √ √ √ √ √ √
Monique Cohen (Vice-Chairman) Dominique Senequier (Vice-Chairman) Frédéric Afriat (Employee representative)
√ √
√ √ √
√ √ √
√ √
Charles-Éric Bauer Matthieu Dumas Blaise Guerrand Sharon MacBeath Renaud Momméja Robert Peugeot Dorothée Altmayer 1 Olympia Guerrand 1 Julie Guerrand
√
√
√
√
√
√
√
√
√ √ √
√
√
(1) Subject to the decisions of the Combined General Meeting of 6 June 2017.
The full rules of procedure of the Supervisory Board are provided on page 130, and are made available on each update on the website http://finance.hermes.com/ on the “Corporate Governance” tab, under “Management Bodies/Supervisory Board”. On 26 January 2011, the Supervisory Board adopted a code of conduct, the purpose of which is to contribute to the quality of the work of Supervisory Board members by promoting the application of corpo- rate governance principles and best practices in terms of ethics and effectiveness. At the start of 2017, the Supervisory Board’s Code of Conduct was replaced: s by the Hermès Group Code of Market Ethics as regards the provi- sions relating to market ethics (prevention of insider misconduct – market ethics – closed period obligations – disclosure obligations). This Code, the establishment of which is recommended by the AMF, came into force on 1 February 2017 as part of the update of the mar- ket abuse prevention system within the Hermès Group; s by the Supervisory Board’s rules of procedure with regard to other provisions, which were fully reprised. A summary of the Hermès Group Code of Market Ethics is provided on page 260, and is made available on each update on the website http://finance.hermes.com/ on the Corporate Governance tab, under Management Bodies/Supervisory Board .
Pursuant to Article 8.3 of the AFEP-MEDEF Code revised in November 2016, the proportion of independent members of the Supervisory Board must be at least one-third in controlled companies within the meaning of Article L. 233-3 of the French Commercial Code (Code de commerce). The Supervisory Board’s rules of procedure (Art. 1.1.2.3.) provide that at least one-third of Board members must be independent members. Employee Representative Board members are not included in the calcu- lation of this percentage. The Supervisory Board has complied with this proportion since it was introduced in 2009. Rules of procedure – Code of market ethics At its meeting of 18 March 2009, the Supervisory Board adopted the rules of procedure of the Supervisory Board, which lay down the terms governing the organisation and operation of the Supervisory Board of Hermès International and its committees, in addition to legal and statu- tory provisions. Their purpose is to enhance the quality of the Board’s work by promoting the application of good corporate governance prin- ciples and best practices, in the interests of ethics and greater effective- ness. It has been revised several times, notably to comply with legislative and regulatory developments and to take into account the recommenda- tions of the AMF, as well as revisions to the AFEP-MEDEF Code. 3.2.2.4 Ethics
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2016 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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