HERMÈS - 2018 Registration document

Corporate Governance

Supervisory Board’s report on corporate governance

In 2018, the Supervisory Board met nine times (including a visit which was not taken into account for calculating attendance) with an almost 100% rate of attendance as shown in the table below:

Attendance at Supervisory Board meetings

Attendance at CAG-CSR Committee meetings

Attendance at Audit and Risk Committee meetings

2018

Average attendance

94.23% 100.00% 87.50% 75.00% 100.00% 100.00% 75.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

90.00%

86.67%

Éric de Seynes (Chairman)

n/a n/a

n/a

Monique Cohen (Vice-Chairwoman) Dominique Senequier (Vice-Chairwoman) Frédéric Afriat (Employee representative)

100.00%

100.00%

n/a n/a n/a n/a n/a n/a n/a

n/a n/a n/a n/a n/a n/a

Dorothée Altmayer Charles-Éric Bauer Matthieu Dumas Blaise Guerrand Olympia Guerrand Sharon MacBeath Renaud Momméja Robert Peugeot Julie Guerrand

83.33%

100.00%

3

100.00%

100.00% 83.33% 66.67%

n/a

87.50%

60.00%

n/a: not applicable.

Conflicts of interest – Business relationships – Service contracts with benefits Article 1.1.3.6 of the Supervisory Board’s rules of procedure states that: “Members of the Supervisory Board shall endeavour to avoid any pos- sible conflict between their moral and material interests and those of the Company. They shall inform the Supervisory Board of any conflicts of interest in which they might be involved. In cases where a conflict of interest cannot be avoided, they shall refrain from taking part in any discussions or decisions related to the matters concerned. Each member of the Supervisory Board must also draw up a signed declaration stating whether or not there is a conflict of interest, even a potential one: s s at the time of his or her appointment; s s every year when the Registration Document is prepared.” The declaration describes all possible situations, with precise examples, inviting the members of the Board to declare all situations that could represent a potential conflict of interest. The declaration serves as a basis to assess the material nature of business relationships that could affect the independence of a Board member as required by recommendation 8.5.3 of the AFEP-MEDEF Code. The assessment criteria are quantitative (amount of sales or reve- nue generated during the financial year and the percentage represented by those amounts in relation to the counterparty’s total sales or revenue) and qualitative (nature of existing business relationships).

As regards the quantitative criteria, the Supervisory Board did not consi- der it appropriate, given the diversity of possible situations, to set a threshold below which a business relationship would be deemed imma- terial. The assessment is made on a case-by-case basis. Ms Monique Cohen, Ms Sharon MacBeath and Mr Robert Peugeot declared no business relationships with the Company. Ms Dominique Senequier declared a non-significant business rela- tionship described on page 284 under related-party transactions. After examining each of these situations in early 2019, the CAG-CSR Committee concluded that none of them were of such a nature as to constitute a conflict of interest for the persons concerned and that none of the independentmembers of theBoardhad, directly or indirectly, signi- ficant business relationships with the Company or its group. No service contract exists between the Supervisory Boardmembers and the Company, or any of its subsidiaries, that would result in benefits being granted pursuant to such a contract. Plurality and number of offices The offices of members of the Supervisory Board are not taken into account when calculating the plurality of offices, Articles L. 225-21 and L. 225-77 of the French Commercial Code being expressly excluded from the provisions applicable to partnerships limited by shares. The examination of the situation of each member of the Supervisory Boardandof theExecutiveChairmenas regards theplurality andnumber of offices, showed that nomember of the Supervisory Board or Executive Chairman was in a situation of concurrent holding of offices, with regard

2018 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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