Corporate Governance

Executive Committee and Board of Directors

Read all the biographies of the Executive Committee and the Board of Directors

Board's Committees

Audit Committee

Main role:
Subject to the functions of the Board of Directors, the Audit Committee reviews the annual and half-yearly financial statements, to ensure that the Company’s accounting methods are appropriate, permanent and reliable, and reviews the effective implementation of internal control and risk management procedures, to be familiar with the policies implemented within the Group in relation to sustainability and respect for the environment, and to listen to and question the Statutory Auditors. Each year it reviews the fees charged by the Company’s Statutory Auditors and assesses their independence. The Audit Committee also considers potential Statutory Auditors for appointment.

Composition:
Four Directors: Mr. Jean-Pierre Denis (independent Director), Chairman, Mrs. Patricia Barbizet, Mrs. Laurence Boone (independent Director) and Mrs. Sophie L’Hélias (independent Director).

Pursuant to the recommendation of the AFEP-MEDEF Code of Corporate Governance, two-thirds of the members of the Committee are independent according to its independence criteria and the committee does not include any executive director.

In 2017, after review by the Appointments’ Committee on 2 February 2017, the Board of Directors has, in view of the situation of each Director, qualified independent the following directors: Mrs Yseulys Costes, Daniela Riccardi, Laurence Boone, Sophie L’Helias and Sapna Sood, and Mr. Jean-Pierre Denis, having noted the absence of significant direct or indirect business relationships between group Kering and companies in which these directors exercise other functions and that all of the criteria defined by the recommendation 8.3 of the AFEP-MEDEF Code were met.

As a result, six directors, on the ten (excluding employee representative) to date, are independent directors, comments being made that, in companies with a controlling shareholder - what is kering’ case – the revised Code AFEP-MEDEF recommended the rule 'by at least a third’.

Remuneration Committee

Main role:
Reviews and makes proposals to the Board of Directors on all items and terms of remuneration of the Chairman and Chief Executive Officer and of the Group Managing Director, and the method for dividing the directors’ fees allocated by the Annual General Meeting to the Board of Directors.
In addition, the Committee reviews and assesses the remuneration policy for senior executives as well as the remuneration and benefits paid or deferred, granted to the members of the Executive Committee of the KERING Group.

Composition:
Four Directors: Mrs. Sophie L’Hélias (independent Director), Chairwoman, Mrs. Patricia Barbizet, Mrs. Yseulys Costes (independent Director) and Mr. Jean-Pierre Denis (independent Director).

Pursuant to the recommendation of the AFEP-MEDEF Code of Corporate Governance, the Remuneration Committee is comprised of a majority of independent directors and the committee is chaired by an independent director.

Appointments Committee

Main role:
Examines proposals for appointments to the Board of Directors before they are presented to the Annual General Meeting for approval or to the Board of Directors in the event of a vacancy. The Committee is also responsible for assessing the independence of the Directors on the basis of the criteria defined by the AFEP-MEDEF Code of Corporate Governance and the succession plan of the executive corporate officers. It provides its opinions and recommendations in these matters to the Board. 

Composition:
Four Directors: Mrs. Patricia Barbizet, Chairwoman, Mrs. Yseulys Costes (independent Director), Mr. Baudouin Prot and Mrs. Sapna Sood (independent Director).

The Company does not comply with the AFEP-MEDEF recommendations regarding the proportion of independent members within the Appointments Committee.

Strategy and Development Committee

Main role:
Subject to the duties of the Board of Directors, the Committee identifies, studies and supports the initiatives for strategic development of the Group.

Composition:
Four Directors: Mr. François-Henri Pinault, Chairman, Mrs. Daniela Riccardi (independent Director), Mr. Baudouin Prot and Mrs. Laurence Boone (independent Director).

Sustainable Development Committee

Main role:
Assists the Company in designing, implementing and ensuring proper corporate governance, taking into account the aim of the Board and Executive Management to maintain a high level of sustainability in their economic, social and environmental context, its inherent obligations of disclosure and transparency, as well as its ambitions in terms of ethics and the corporate citizenship policies and practices upheld by the Group, its senior executives and employees.  

Composition:
Four Directors: Mrs. Sapna Sood (independent Director), Chairwoman, Mrs. Daniela Riccardi (independent Director), Mr. François-Henri Pinault and Mr. Jean-François Palus.

Remuneration of Corporate officers & Directors

Extract of the 2016 Reference Document
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Kering by-laws

Kering by-laws as of 28 July 2016
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