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2016 REGISTRATION DOCUMENT
HERMÈS INTERNATIONAL
97
CORPORATE GOVERNANCE
3
ADMINISTRATIVE, MANAGEMENT, OR SUPERVISORY BODIES
3.1.1.2
Supervisory Board (role and composition)
a)
Supervisory Board
Role
Composition as at 31/12/2016
The Supervisory Board exercises ongoing control
over the Company’s management. For this purpose,
it has the same powers as the Statutory Auditors and
receives the same documents that they do, at the
same time. In addition, the Executive Management
must submit a detailed report to the Supervisory
Board on the Company’s operations at least once
a year.
TheSupervisoryBoardsubmitstotheActivePartners
for consideration its reasoned opinion:
s
on the nomination and dismissal of any
Executive Chairman of the Company; and
s
in case of the Executive Chairman’s resignation,
on reducing the notice period.
The Supervisory Board:
s
determines the proposed appropriation of net
income to be submitted to the General Meeting
each year;
s
approves or rejects any proposed new wording
of certain clauses of the Articles of Association
of Émile Hermès SARL.
The Active Partner must consult the Supervisory
Board prior to making any decisions on the following
matters:
s
strategic options;
s
consolidated operating and investment bud-
gets; and
s
proposals to the General Meeting pertaining to
the appropriation of share premiums, reserves
or retained earnings.
Each year, the Supervisory Board presents to the
Annual Shareholders’ Ordinary General Meeting a
report inwhich it comments on theCompany’smana-
gement and draws attention to any inconsistencies
or inaccuracies identified in the financial statements
for the year.
The functions exercised by the Supervisory Board
do not entail any interference with the Executive
Management, or any liability arising from the mana-
gement’s actions or from the results of such actions.
Supervisory Board
The Company is governed by a Supervisory Board, which currently comprises
11 members
1
who are appointed for a term of three years. The members are selected
from among shareholders who are not Active Partners, Legal Representatives of an
Active Partner, or an Executive Chairman. As the Company is subject to the provisions of
Article L. 225-79-2 of the French Commercial Code (
Code de commerce
), an Employee
Representative Member of the Supervisory Board has been appointed by the Group
Committee since 19 November 2014.
s
Éric de Seynes
Chairman and member of the Supervisory Board
s
Monique Cohen
Vice-Chairman and member of the Supervisory
Board
s
Dominique Senequier
Vice-Chairman and member of the Supervisory
Board
s
Frédéric Afriat
(employee representative)
s
Charles-Éric Bauer
s
Matthieu Dumas
s
Blaise Guerrand
s
Julie Guerrand
s
Sharon MacBeath
s
Renaud Momméja
s
Robert Peugeot
Other members of the Supervisory Board
Audit Committee
s
Monique Cohen
Audit Committee Chairman
s
Charles-Éric Bauer
s
Sharon MacBeath
s
Renaud Momméja
s
Robert Peugeot
Members of the Audit Committee
Compensation, Appointments and Governance Committee
s
Dominique Senequier
Compensation, Appointments and Governance
Committee Chairman
s
Matthieu Dumas
s
Robert Peugeot
Members of the Compensation, Appointments and
Governance Committee
(1) In a decision dated 21 March 2017, the Active Partner increased the number of Supervisory Board members to 13 in anticipation of the appointment by the
Combined General Meeting of 6 June 2017 of two new members to the Supervisory Board.