Corporate governance

Finance

Corporate governance

Governance defines how a company is organized, managed, and monitored. The main governing bodies are the Board of Directors, which determines strategic priorities, and the Executive Committee, which implements the Group’s strategy.

Board of Directors

The Board of Directors defines the Group’s strategies and sees that they are implemented.

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:
Six Directors: Mr. Tidjane Thiam (independent Director) - Chairman, Mr. Jean-Pierre Denis, the Financière Pinault company represented by Mrs. Héloïse Temple-Boyer, Mr. Serge Weinberg (independent Director), Mrs. Véronique Weill (independent Director) and Mrs. Daniela Riccardi (independent Director).

67% of the Committee members are independent within the meaning of the independence criteria applied and no executive corporate officer is a member of the Audit Committee, in compliance with the guidelines of the AFEP-MEDEF Code.

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:
Six Directors: Véronique Weill (independent Director) - Chairwoman, the Financière Pinault company represented by Mrs. Héloïse Temple-Boyer, Mr. Jean-Pierre Denis, Mr. Tidjane Thiam (independent Director), Mrs. Claire Lacaze (Director representing employees) and Mr. Serge Weinberg (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:
Six Directors: Mr Serge Weinberg (independent Director) - Chairman, the Financière Pinault company represented by Mrs. Héloïse Temple-Boyer, Mrs. Véronique Weill (independent Director), Mr. Baudouin Prot, Mrs. Concetta Battaglia (Director representing employees) and Mrs. Yonca Dervisoglu (independent Director).

Independent directors make up 60% of the Appointments & Governance Committee.

front.finance-board-of-directors-committee.strategic-development-committee.title

front.finance-board-of-directors-committee.strategic-development-committee.content

Sustainability 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:
Seven Directors: Mrs. Emma Watson (independent Director) - Chairwoman, Mr. François-Henri Pinault, Mr. Jean-François Palus, Mr. Jean-Pierre Denis, Mrs. Daniela Riccardi (independent Director), Mrs. Véronique Weill (independent Director) and Mrs. Yonca Dervisoglu (independent Director).

Corporate governance