Hermès - Registration Document 2016

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2016 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL 114
CORPORATE GOVERNANCE 3 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 √ √ √ √ √
Julie Guerrand √ √ √ √
Sharon MacBeath √ √ √ √ √ √ √ √ √
Renaud Momméja √ √ √ √
Robert Peugeot √ √ √ √ √ √ √ √ √
Dorothée Altmayer 1 √ √ √ √ √
Olympia Guerrand 1 √ √ √ √ √
(1) Subject to the decisions of the Combined General Meeting of 6 June 2017.
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.
3.2.2.4 Ethics
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.
The full rules of procedure of the Supervisory Board are provided on
page 130, and are made available on each update on the website
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
/ on the Corporate Governance tab, under
Management Bodies/Supervisory Board .