HERMÈS - 2018 Registration document
Corporate Governance
Supervisory Board’s report on corporate governance
Situation of each member of the Supervisory Board, as at 31 December 2018, in respect of the above criteria On 31 December 2018, the Board examined the situation of each of its members in respect of the above criteria on a case-by-case basis and deemed four of them to be “independent”: Ms Monique Cohen, Ms
Dominique Senequier, Ms Sharon MacBeath, and Mr Robert Peugeot. In particular, the Board identified no significant business relationships between its members and the Company. This review is performed each year on the basis of a questionnaire sent to all Supervisory Board members (see page 177 below).
Dominique Senequier (Vice- Chairwoman)
Éric de Seynes (Chairman)
Monique Cohen (Vice- Chairwoman)
Frédéric Afriat (Employee representative)
Charles- Éric Bauer
Dorothée Altmayer
Matthieu Dumas
Blaise Guerrand
Julie Guerrand
Olympia Guerrand
Sharon MacBeath
Renaud Momméja
Robert Peugeot
Criteria
Criterion 1 : Employee or Corporate Officer in the previous five years
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Criterion 2 : Cross- directorships
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Criterion 3 : Significant business relationships Criterion 4 : Family ties Criterion 5 : Statutory Auditor Criterion 6 : Term of office exceeding twelve years Criterion 7 : Status of the non-Executive Corporate Officer Criterion 8 : Status of main shareholder Criterion 9 : Status of Partner or member of the Executive Management Board of the Active Partner
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Independent
In accordance with Article 8.3 of the AFEP-MEDEF Code revised in June 2018, independent members must make up at least one- third of the Supervisory Board in controlled companies as defined by Article L. 233-3 of the French Commercial Code. Article 1.1.2.3 of the Supervisory Board’s rules of procedure states that at least one-third of Board members must be independent. Employee representative Board members are not included in the calcu- lation of this percentage. The Supervisory Board has complied with this proportion since it was introduced in 2009. On 24 January 2019, Robert Peugeot’s term of office reached 12 years. He was reappointed at the General Meeting of 5 June 2018 for a period of one year so as to replace him under the best possible conditions with a new independent member of the Supervisory Board at the General Meeting to be held in 2019. The Supervisory Board deemed it better to have a slightly lower proportion of independent members on the
Board (25%) and Audit and Risk Committee (40%) than required by the AFEP‑MEDEF Code for a few months, rather than to waive one of the independence criteria with regard to Robert Peugeot. Ms Sharon MacBeath resigned from her position as a member of the Supervisory Board as of 20 March 2019 for personal reasons. With Mr Robert Peugeot losing his independent member status and Ms Sharon MacBeath resigning, the proportion of independent members on the CAG-CSR Committee falls below the level required by the AFEP- MEDEF Code. On the publication date of this Registration Document, the Board, in conjunction with the CAG-CSR Committee, is continuing its selection process in order to propose the appointment, at the General Meeting to be held on 4 June 2019, of two new independent members to replace Mr Robert Peugeot and Ms Sharon MacBeath. These new members will be appointed members of the CAG-CSR Committee and Audit and Risk Committee.
2018 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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