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2016 REGISTRATION DOCUMENT

HERMÈS INTERNATIONAL

90

CORPORATE GOVERNANCE

3

ADMINISTRATIVE, MANAGEMENT, OR SUPERVISORY BODIES

3.1

ADMINISTRATIVE, MANAGEMENT, OR SUPERVISORY BODIES

3.1.1

INFORMATION ON CORPORATE

OFFICERS AND MEMBERS OF THE

EXECUTIVE COMMITTEE

Changes during financial year 2016

No changes took place in the Executive Management or the Executive

Committee in 2016.

Changes within the Supervisory Board are described on page 112.

Succession plan for Senior Executives

Every two years, a 360° Human Resources review known as the “Talent

Review” is performed in each subsidiary to:

s

identify, inademanding and selectiveway, Talents capable of occupy-

ing the highest responsibilities within the House;

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support the development of Talents through targeted and ambitious

initiatives to create conditions fostering their performance, motiva-

tion and loyalty;

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anticipate and manage possible changes (inter- and intra-subsidiary

mobility) and succession plans to ensure the sustainability of the

organisation and take Hermès into the future.

This talent reviewcovers the succession of themembers of the Executive

Committee. A summary and the action plans stemming from the 2016

talent review were presented to the Compensation, Appointments and

Governance Committee of the Supervisory Board (CAG Committee).

In addition, a succession plan has been drawn up for Executive

Management. It was submitted in 2016 to the CAG Committee, which

commended its quality and its appropriateness.

It should be noted that the existence of two Executive Chairmen, one of

which is a legal entity, guards against the Executive Management falling

vacant unexpectedly.

The CAG Committee has requested that the Talent Review be presented

to it every two years and that the Executive Management Succession

Plan be presented to it annually.

In 2017, the CAG Committee plans to review the succession plan for the

Chairman of the Supervisory Board.

3.1.1.1

Group management (role and composition)

The Active Partner and its Executive Management Board

Role

Composition as at 31/12/2016

The Active Partner is jointly and severally liable for all

theCompany’s debts, for an indefinite period of time.

The Active Partner has the authority to appoint or

revoke the powers of the Executive Chairman, after

receiving the reasoned opinion of the Supervisory

Board. The Active Partnermakes all decisions pertai-

ning to the Group’s strategic options, consolidated

operating and investment budgets, and recom-

mendations to the General Meeting with respect to

the distribution of share premiums, reserves and

retained earnings, on the recommendation of the

Supervisory Board. It may submit recommendations

to the ExecutiveManagement on any matter of gene-

ral interest to the Group. It authorises all company

loans, sureties, endorsements and guarantees,

any pledges of collateral and encumbrances on

the Company’s property, as well as the creation of

any company or acquisition of an interest whenever

the investment amounts to more than 10% of the

Group’s consolidated net worth.

s

Émile Hermès SARL

represented by its Executive

Management Board

Active Partner

s

Henri-Louis Bauer

Executive Chairman, Chairman and Member of the

Executive Management Board

s

Philippe Dumas

Vice-Chairman and member of the Executive

Management Board

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Pascale Mussard

Vice-Chairman (since 20 June 2016, replacing

Hubert Guerrand, who died on 25 May 2016) and

member of the Executive Management Board

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Sandrine Brekke

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Frédéric Dumas

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Édouard Guerrand

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Agnès Harth

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Laurent E. Momméja

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Jean-Baptiste Puech

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Guillaume de Seynes

Other members of the Executive Management

Board