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2016 REGISTRATION DOCUMENT

HERMÈS INTERNATIONAL

120

CORPORATE GOVERNANCE

3

REPORT FROM THE CHAIRMAN OF THE SUPERVISORY BOARD ON THE CORPORATE GOVERNANCE PRINCIPLES

3.2.2.8

Specialised committees

Since 2005, two specialised committees have been created:

s

the Audit Committee (26 January 2005);

s

the Compensation Committee (26 January 2005), to which the

Board subsequently decided to assign new duties and responsibili-

ties, was renamed “Compensation and Appointments Committee” on

18March 2009 and “Compensation, Appointments andGovernance

Committee” (CAG Committee) on 20 January 2010.

These committees act under the collectiveandexclusive responsibility of

the Supervisory Board. Their role is to research and to prepare for certain

deliberations of theBoard, towhich they submit their opinions, proposals

or recommendations.

Table of changes in the composition of the committees over the

year

At its meeting of 31 May 2016, the Supervisory Board:

s

reappointedMoniqueCohen(Chairman),Charles-ÉricBauer,Renaud

Momméja and Robert Peugeot as members of the Audit Committee;

s

appointed Sharon MacBeath as a new member of the Audit

Committee to replace Florence Woerth, whose term as member of

the Supervisory Board was due to expire;

s

reappointedDominique Senequier (Chairman), MatthieuDumas and

Robert Peugeot as members of the CAG Committee.

Date

Departures

Appointments

Renewals

Audit Committee

31/05/2016

Florence Woerth

Sharon MacBeath

Monique Cohen

Charles-Éric Bauer

Renaud Momméja

Robert Peugeot

CAG Committee

31/05/2016

Dominique Senequier

Matthieu Dumas

Robert Peugeot

Composition and operation of the CAG Committee as at

31 December 2016

The CAG Committee is composed of the following members:

s

Dominique Senequier, Chairman;

s

Matthieu Dumas, member;

s

Robert Peugeot, member.

The composition rules, duties and operating provisions of the CAG

Committee are described in detail in the rules of procedure approved

by the Supervisory Board, and have existed since 24 March 2010.

Version No. 5 of the rules of procedure dated 22 March 2016 is pro-

vided on page 133, and each update is made available on the website

http://finance.hermes.com

/ on the “Corporate Governance” tab, under

“Management Bodies/Supervisory Board”.

The Chairman of the Supervisory Board can be invited to certain CAG

Committee meetings in order to provide their opinion in matters of

appointments or governance, which was not the case in 2016.

The Executive Chairmen are only invited for that part of themeetings rela-

ting to the compensation of Executive Committee members (excluding

the Executive Chairmen).

Summary presentation of the members of the CAG Committee

Name

Independent Date of appointment

Term of office

Length of service on the

committee

Dominique Senequier (Chairman)

√ 04/06/2013

2019 GM

4 years

Matthieu Dumas

03/06/2008

2018 GM

9 years

Robert Peugeot

√ 03/06/2008

2018 GM

9 years