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2016 REGISTRATION DOCUMENT
HERMÈS INTERNATIONAL
113
CORPORATE GOVERNANCE
3
REPORT FROM THE CHAIRMAN OF THE SUPERVISORY BOARD ON THE CORPORATE GOVERNANCE PRINCIPLES
3.2.2.2
Application of the principle of balanced
representation of women and men within the
Supervisory Board
Change of the composition of the Board since 2011
Since 2011 the CAG Committee has been assigned to advise the
Supervisory Board of its recommendations as to the changes in the
Board’s composition.
In order to make these recommendations to the Supervisory Board, the
CAG Committee has organised its assignment in three stages:
1.
definition of a “target Supervisory Board”;
2.
pre-selection, with the help of an external expert, of potential candi-
dates corresponding to identified requirements;
3.
establishment of a schedule for changes in the Supervisory Board’s
composition.
Works completed:
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from2011 to 2013 are described in the 2013 registration document
(Volume 2, pages 21 and 22);
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in 2014 and 2015 are described in the 2014 registration document
(Volume 2, page 19);
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in2016aredescribed in the2015RegistrationDocument (Volume2,
page 19).
Since 8 August 2014, works completed have served to reach a propor-
tion of at least 40% of each sex in the composition of the Supervisory
Board.
The General Meeting of 6 June 2017 will be asked to appoint two new
women to the Supervisory Board: Dorothée Altmayer and Olympia
Guerrand. Information regarding them is provided on page 107.
Number of members and representation of women and men on the Supervisory Board (excluding the employee representative)
31/12
2011
2012
2013
2014
2015
2016
2017
1
Number
10
11
11
10
10
10
12
Emp. rep.
n/a
n/a
n/a
1
1
1
1
F
20%
18%
27%
40%
40%
40%
50%
M
80%
82%
73%
60%
60%
60%
50%
n/a: not applicable.
(1) Subject to approval by the Combined General Meeting of 6 June 2017.
3.2.2.3
Independence of the members of the Supervisory Board
Independence criteria
The criteria for qualifying a Supervisory Board member as an “independent”, which were formally adopted by the Supervisory Board in 2009, are the
following:
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they must comply with the criteria set out in the AFEP-MEDEF Corporate Governance Code, including the criterion pertaining to length of service,
which has been respected since 2013 (Article 8.5 of the version revised in November 2016):
Criterion 1
Not being or not having been during the previous five years:
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employee or Executive Corporate Officer of the Company;
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employee or Executive Corporate Officer of the Company or director of a company consolidated by the Company;
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employee or Executive Corporate Officer or director of the parent company or a company consolidated by the parent
company.
Criterion 2
Not being an Executive Corporate Officer of a company in which the Company directly or indirectly holds a position as
director or in which an employee designated as such or an Executive Corporate Officer of the Company (currently or having
served as one within the last five years) is serving as a director.
Criterion 3
Not being a client, supplier, business banker or financing banker:
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that is significant for the Company or its group; or
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for which the Company or its group represents a significant share of the business.
The appreciation of the significance or otherwise of the relationship with the Company or its group of companies is
discussed by the Board, and the quantitative and qualitative criteria that led to this assessment (continuity, economic
dependency, exclusivity, etc.) are described in the annual report.
Criterion 4
Not having close family ties with a Corporate Officer.
Criterion 5
Not having been the Company’s Statutory Auditor during the previous five years.
Criterion 6
Not having been a member of the Supervisory Board of the Company for more than 12 years. The loss of the independent
status of a member of the Company’s Supervisory Board dates from the 12th anniversary of his or her appointment.
Criterion 7
Not holding a significant percentage (over 10%) of the Company’s capital or voting rights.
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meet additional criteria specific to Hermès International:
Criterion 8
They may not be a partner or member of the Executive Management Board of Émile Hermès SARL, Active Partner.