HERMÈS - 2018 Registration document

Corporate Governance

Supervisory Board’s report on corporate governance

This assessment takes into account thework carried out by the CAG-CSR Committee and the answers provided on the functioning of the CAG-CSR Committee as part of the last formal evaluation of the Board. Evaluation of the Audit and Risk Committee Thework and functioning of theAudit andRiskCommitteewereassessed in2016aspartofthethree-yearformalself-evaluationoftheSupervisory Board and were deemed very satisfactory overall.

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. The Company’s CAG-CSR Committee is not tasked with setting the com- pensation of the Executive Chairmen, a task governed by the provisions of the Articles of Association and which falls within the remit of the Active Partner and not the Supervisory Board. It was therefore not relevant to create a Compensation Committee separate from the Appointments Committee. Table of changes in the composition of the Committees over the year At its meeting of 5 June 2018 the Supervisory Board: s s reappointed Ms Monique Cohen (Chairwoman), Ms Sharon MacBeath, Mr Charles-Éric Bauer, Mr Renaud Momméja and Mr Robert Peugeot to the Audit and Risk Committee; s s reappointed Ms Dominique Senequier (Chairwoman), Ms Sharon MacBeath, Mr Matthieu Dumas and Mr Robert Peugeot to the CAG‑CSR Committee.

3.1.4.11 Specialised committees Two specialised committees were created in 2005:

s s the Audit Committee on 26 January 2005, whose duties the Board then decided to expand and which was renamed the "Audit and Risk Committee" (19 March 2019); s s the Compensation Committee (26 January 2005), subsequently assigned new duties and responsibilities by the Board and renamed the Compensation, Appointments (18 March 2009), Governance (20 January 2010) and CSR (16 November 2018) Committee or the “CAG-CSR Committee”.

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Departures

Appointments

Renewals

Audit and Risk Committee

Ms Monique Cohen (05/06/2018) Mr Charles-Éric Bauer (05/06/2018) Ms Sharon MacBeath (05/06/2018) Mr Renaud Momméja (05/06/2018) Mr Robert Peugeot (05/06/2018) Ms Dominique Senequier (05/06/2018) Mr Matthieu Dumas (05/06/2018) Ms Sharon MacBeath (05/06/2018) Mr Robert Peugeot (05/06/2018)

CAG-CSR Committee

s s a new governance duty was added, namely to ensure the existence of a succession plan for the Chairman of the Supervisory Board. The CAG-CSR Committee’s rules of procedure were updated on 16 November 2018 to: s s rename it “Compensation, Appointments, Governance and CSR Committee’ or “CAG-CSR Committee”; s s assign new duties to it relating to social and environmental responsibility: • • assist the Supervisory Board in monitoring issues relating to CSR so that the Hermès Group can better foresee and tackle opportu- nities, challenges and the related risks, • • assist the Supervisory Board in monitoring the Hermès Group’s social policy and the non-discrimination and diversity policy. The third version of the rules of procedure dated 16 November 2018 is set out in full on page 210 and each update is made available online at ht tps ://finance.hermes.com/en/Corporate - Governance/ Management-Bodies/The-Specialized-Committees-of-the-Supervisory- Board.

CAG-CSR COMMITTEE Composition and functioning of the CAG-CSR Committee at 31 December 2018 The CAG-CSR Committee comprised the following members: s s Ms Dominique Senequier, Chairwoman (independent); s s Mr Matthieu Dumas, member; Ms Sharon MacBeath resigned from her position as a member of the Supervisory Board with effect from 20 March 2019, and consequently also resigned from her position as a member of the CAG-CSR Committee on the same date . The composition rules, duties and operating provisions of the CAG-CSR Committee are described in detail in the rules of procedure approved by the Supervisory Board and have existed since 24 March 2010. These rules of procedure are revised on a regular basis to be in line with revisions of the AFEP-MEDEF Code and the regulatory environment. TheCAG-CSRCommittee’s rules of procedurewereupdatedon20March 2018 as follows: s s a new and clearer format was adopted; s s Ms Sharon MacBeath, member (independent); s s Mr Robert Peugeot, member (independent).

2018 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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