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2016 REGISTRATION DOCUMENT
HERMÈS INTERNATIONAL
119
CORPORATE GOVERNANCE
3
REPORT FROM THE CHAIRMAN OF THE SUPERVISORY BOARD ON THE CORPORATE GOVERNANCE PRINCIPLES
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new questions about the involvement of independent members
and their role in a family company and the establishment of
Herboard.
Anonymousandaggregaterestitutionoftheanalysisoftheanswerstothe
questionnaires was performed by the Chairman of the CAGCommittee at
the Supervisory Board meeting of 18 November 2016.
The vast majority of questions resulted in ratings of “very good” or “satis-
factory”, in the proportion of 80% or more.
Analysis of the results of the assessment showed that:
s
progresshasbeenmadeonmanypointssincethe2013assessment:
•
the composition of the Board has improved since the last
assessment,
•
the dashboard is satisfactory,
•
the independent members are fulfilling their role,
•
Herboard has given overall satisfaction,
•
all Board members make a satisfactory individual contribution,
•
since the last assessment, progress has been made on the orga-
nisation and content of the meetings of the Board,
•
since the last assessment, progress has been made on the orga-
nisation of the Audit Committee,
•
since the last assessment, progress has been made on the orga-
nisation of the CAG Committee;
s
new members appointed since 2013 have a very good understan-
ding of the functioning and work of the Board;
s
some Board members wish to see progress on the following points
that the Board, on a proposal from the CAG Committee, selected as
areas of improvement for the future:
•
take into account the expectations of Board members (internatio-
nal dimension of the Group and nationality) on the composition of
the Board when new members are next appointed,
•
reflect on the conditions governing the distribution of directors’
fees.
In view of the conclusions of the above analysis, the Supervisory Board
considered that its operation was very satisfactory overall.
The Board’s next formal self-assessment will take place in 2019.
In late 2016, the CAG Committee reviewed the areas for improvement
that had been identified by the Board in 2015.
All the improvements, which mainly consisted of refining the text for the
“Corporate Governance” section of the registration document to include
the latest recommendations in matters of governance have been imple-
mented as follows (see table below).
Areas for improvement implemented in 2016 and early 2017
Text justifying improvement
Account for the existence of a succession plan for Senior Executives
indicating that it was presented by the Executive Management at the CAG
Committee meeting on 16/11/2016 (without publishing its content)
2016 HCGE report (Art. 2.2.)
Update references to the AFEP-MEDEF Code in the Supervisory Board’s
rules of procedure and in the registration document
AFEP-MEDEF Corporate Governance Code, revised in November 2016
Present the information relative to the Supervisory Board and the
committees in the summary tables
Provide a detailed summary in the chapter on corporate governance,
making it easy to locate and read the corresponding information
2016 AMF report on corporate governance and compensation of Senior
Executives of listed companies (IV – Art. 1.2)
Clearly identify the members qualified as independent by the Board,
whether or not they are members of specialised committees
2016 AMF report on corporate governance and compensation of Senior
Executives of listed companies (IV – Art. 4.1.1)
Improve the presentation of the role of environmental and social
responsibility in the Company’s strategy, and a more explicit breakdown of
financial and non-financial information
AMF – report on corporate social responsibility (November 2016)
Add, in the discussion of the role of the Supervisory Board in the
registration document, that the Board will receive a presentation of
sustainable development and CSR issues regularly starting from 2015.
AFEP-MEDEF Corporate Governance Code, revised in November 2016
(§ 24.1.3)