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2016 REGISTRATION DOCUMENT
HERMÈS INTERNATIONAL
117
CORPORATE GOVERNANCE
3
REPORT FROM THE CHAIRMAN OF THE SUPERVISORY BOARD ON THE CORPORATE GOVERNANCE PRINCIPLES
Dubbed “Herboard” at Hermès, the solution is accessible from a web
browser or
via
a tablet application. It can be used to:
s
organise meetings (planning meetings, sending invitations, tracking
attendance);
s
the highly secure, paperless and real-time provision (access with
username, password and confirmation code by SMS) of Board docu-
ments relating to the meetings and committees and the master file
of the Supervisory Board;
s
management of authorisations and traceability of document
consultation;
s
circulation of minutes and reports.
On this occasion, an iPad
®
was given to all members of the Supervisory
Board who requested one.
Training for Supervisory Board members – Integration
programme
Supervisory Board members can make use of the Company’s group
membership of IFA, and thereby take advantage of all of its services.
Julie Guerrand gained her certificate as a certified company board
member (ASC France) in 2013 and Matthieu Dumas in 2015. Other
Boardmembers will likely be taking part in this company governance cer-
tification programme carried out by IFA in partnership with Sciences-Po.
Furthermore, in 2014 the CAG Committee set up an integration and trai-
ning programme for new Board members, which included:
s
the issuing of an integration kit for new Supervisory Board members
(legal/governance documents) including:
•
the Supervisory Board’s master file,
•
the latest registration document,
•
the notice for the last General Meeting,
•
a USB key for accessing the company’s financial site,
•
the booklet “20 years on the stock market” (2013),
•
the business code of conduct (Hermès Group guidelines),
•
the Supervisory Board’s dashboard for the current FY,
•
the schedule of Supervisory Board meetings for the next three
years,
•
the IFA Director handbook (2014);
s
registration for three days of the in-house “Mosaïque” immersion trai-
ning with the employees;
s
presentation of capital distribution and of Émile Hermès SARL, Active
Partner;
s
“catch-up” relative to site visits (see page 118) since 2011 (if
necessary);
s
participation in IFA governance training (if necessary);
s
presentation of new collections of Hermès products.
Expense reimbursements
Supervisory Board members are reimbursed for travel, accommodation
and restaurant expenses incurred thereby to attend the Supervisory
Board meetings, upon presentation of substantiating documents or
receipts. These reimbursements are capped (see rules of procedure,
page 132) and based on the rules applicable to Group employees.
Directors’ fees and compensation
The applicable principles of distribution of directors’ fees are indicated
in the Board’s rules of procedure (page 132). They have a fixed portion
(36.4% for the Board and 40% for the specialised committees) and a
variable component (63.6% for the Board and 60% for the committees)
proportional to actual attendance at meetings.
In keeping with these principles, on 27 January 2017 the Supervisory
Board apportioned directors’ fees and compensation of €385,000 out
of a total of €500,000 approved by a resolution adopted by the sharehol-
ders at the Ordinary General Meeting of 3 June 2014. The amounts
allocated to each Board member for 2015 and 2016 are indicated on
pages 142 to 144.
The Combined General Meeting of 6 June 2017 will be asked to bring
the total amount of directors’ fees and compensation of the Board to
€600,000, notably to reflect the appointment of new members to the
Board, would increase the number of members from 10 to 12 (not inclu-
ding the member representing employees).
3.2.2.6
Activity of the Supervisory Board
Group activity and finance
In 2016, the Supervisory Board was informed of the Group’s activities at
each of its meetings and in particular:
s
heard the Executive Management’s presentation on the parent com-
pany and consolidated financial statements;
s
examined the 2016 budget;
s
reviewed documents on forecasting and planning;
s
decided on the proposed allocation of net income to be submitted to
the General Meeting of 31 May 2016;
s
reviewed the situation of certain equity investments;
s
formally noted proposals for acquisitions, disposals and equity
investments;
s
formally noted proposed investment projects;
s
examined the reports and work of the Audit Committee, described
on page 124.
Recommendations, authorisations and other items
In 2016, the Supervisory Board:
s
authorised and reclassified related-party agreements and reviewed
those for which the effects are ongoing (see the Supervisory Board’s
report on page 305);
s
issued a favourable opinion on the proposed resolutions submitted
to the Combined General Meeting of 31 May 2016 and familiarised
itself with the reports drawn up by the Executive Management;
s
formally noted the summary statement of services provided by
Hermès International to Émile Hermès SARL in 2015 and projections
for 2016;
s
renewed the global authorisation to the Executive Management
to grant endorsements and guarantees on behalf of subsidiaries
for 2016, subject to a ceiling;