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2016 REGISTRATION DOCUMENT
HERMÈS INTERNATIONAL
115
CORPORATE GOVERNANCE
3
REPORT FROM THE CHAIRMAN OF THE SUPERVISORY BOARD ON THE CORPORATE GOVERNANCE PRINCIPLES
Attendance
The Supervisory Board’s rules of procedure (Art. 1.1.3.8.) notes that
the members of the Supervisory Board shall regularly and diligently take
part in the meetings of the Supervisory Board and the specialised com-
mittees of which they are members.
The principles governing the allocation of directors’ fees and compensa-
tion adopted by the Board include a variable component proportional to
attendance at meetings equal to 63.6% for the Supervisory Board and
60% for the specialised committees.
In 2016, the Supervisory Board met seven times, with the regular pre-
sence of almost all of its members, as shown in the table below:
2016
Attendance at
Supervisory Board
meetings
Attendance at Compensation,
Appointments and Governance
Committee meetings
Attendance at Audit
Committee meetings
Average attendance
90.54%
100.00%
90.00%
Éric de Seynes (Chairman)
100.00%
n/a
n/a
Monique Cohen (Vice-Chairman)
100.00%
n/a
100.00%
Dominique Senequier (Vice-Chairman)
100.00%
100.00%
n/a
Frédéric Afriat (employee representative) (from 08/11/2016)
100.00%
n/a
n/a
Charles-Éric Bauer
85.71%
n/a
83.33%
Matthieu Dumas
100.00%
100.00%
n/a
Blaise Guerrand
100.00%
n/a
n/a
Julie Guerrand
85.71%
n/a
n/a
Sharon MacBeath (from 31/05/2016)
100.00%
n/a
100.00%
Denis Marmonier (employee representative) (until 30/06/2016)
33.33%
n/a
n/a
Renaud Momméja
71.43%
n/a
100.00%
Robert Peugeot
85.71%
100.00%
66.67%
Florence Woerth (until 31 May 2016)
100.00%
n/a
100.00%
n/a: not applicable.
Management of conflicts of interest – Service contracts
providing for benefits
Since 2010, the Company has sent out an annual questionnaire to
all Supervisory Board members, asking them to indicate any potential
conflicts of interest that may exist due to their office as member of the
Supervisory Board of Hermès International. The content of this question-
naire develops all possible situations, with precise examples, inviting the
members of the Board to declare all situations which could represent a
potential conflict of interest. This questionnaire contained even greater
detail and was more comprehensive in 2016.
During the examination of the business relationships between amember
of the Supervisory Board and the Group, the criteria used by the Board to
determine whether significant personal affairs exist which might affect
the independence of a member of the Supervisory Board are criteria
that are both quantitative and qualitative, particularly including the sum
of actual revenues and analysis of the nature of existing relationships.
The analysis of each of these situations, at the beginning of 2017, by the
Compensation, Appointments and Governance Committee, concluded
that none of themwere of such a nature to constitute a conflict of interest
for the persons concerned and that none of the independent members
of the Board had, directly or indirectly, significant business relationships
with the Company or its Group.
Moreover, the latest version of the Supervisory Board’s rules of proce-
dure (Art. 1.1.3.6.) indicates that
a Supervisory Board member must
strive toavoidany conflict that couldexist between theirmoral ormaterial
interests, and those of the Company. They shall inform the Supervisory
Board of any conflicts of interest in which they might be involved. In
cases where a conflict of interest cannot be avoided, they shall refrain
from taking part in any discussions or decisions related to the matters
concerned.
No service contract exists between the Supervisory Boardmembers and
the Company, or any of its subsidiaries, that would result in benefits
being granted pursuant to such a contract.
Plurality of offices
The offices of members of the Supervisory Board are not taken into
account for the calculation of plurality of offices, Articles L. 225-21
and L. 225-77 of the French Commercial Code
(Code de commerce)
being expressly excluded from the provisions applicable to partnerships
limited by shares.
The analysis of the individual situation of each of the Supervisory Board
members and of the Executive Chairmen in view of the rules on the plura-
lity of offices, indicated that no Supervisory Board member or Executive
Chairman holds multiple offices, both with regard to the legal rules and
the principles set out in Article 18.4 of the AFEP-MEDEF Corporate
Governance Code revised in November 2016 (not holding more than
four other corporate offices in companies outside of the Group, with the
exception of companies for which the main activity is the acquisition and
management of equity interests).