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72 2014 Registration Document
Corporate governance
3
Corporate Governance Code
3.1
Corporate Governance Code
3.2
Composition and operation
of the Board of Directors
The Company has been committed to the AFEP-MEDEF Corporate Governance Code for listed companies.
The AFEP-MEDEF Code may be consulted at the Company’s head office.
3.2.1
Composition of the Board of Directors
By decision of the Shareholders’ Meeting of July 28, 2008, the Company
adopted the form of a public limited company with a Board of Directors.
By its decision of June 21, 2011, the Board of Directors consolidated
the duties of Chairman and Chief Executive Officer. The Board’s decision
to consolidate the duties of Chairman of the Board of Directors and
Chief Executive Officer was designed to simplify the decision-making
process and enhance the efficiency and responsiveness of the Company’s
governance.
The Board of Directors comprises 14 members: Georges Plassat
(Chairman and Chief Executive Officer), Georges Ralli (Vice-Chairman),
Bernard Arnault, Thomas J. Barrack Jr, Nicolas Bazire, Jean-Laurent
Bonnafé, Thierry Breton, René Brillet, Bertrand de Montesquiou,
Amaury de Seze (Independent member), Charles Edelstenne, Diane
Labruyère-Cuilleret, Mathilde Lemoine and Anne-Claire Taittinger.
At its meeting on October 15, 2014, the Board of Directors appointed
Mr Philippe Houzé as Observer of the Board. He attends the meetings
of the Board of Directors in an advisory capacity. His appointment as a
member of the Board will be proposed to the Annual General Meeting
of Shareholders.
The Board of Directors benefits from the presence of highly committed
members with complementary experience (retail, financial, industrial,
economic and commercial expertise, amongst others), some of whom have
in-depth experience and knowledge of the business and its environment
both in France and abroad. The members of the Board of Directors were
appointed for a term of three fiscal years. Pursuant to the provisions of the
nineteenth resolution adopted by the Shareholders’ Meeting of July 28,
2008, and so that the terms of one-third of the members of the Board
are renewed each year, the Board of Directors drew lots to determine
the names of those directors whose terms would be subject to early
expiration in the first and second years.
The directors whose terms expired at the end of the 2014 fiscal year are
Georges Plassat, Nicolas Bazire, Mathilde Lemoine, Diane Labruyère-
Cuilleret, Bertrand de Montesquiou and Georges Ralli.
The terms of office of Amaury de Seze, Bernard Arnault, Jean-Laurent
Bonnafé and René Brillet were renewed for a period of three years by
the Shareholders’ Meeting of April 15, 2014.
Three women sit on the Board of Directors. The Board is therefore
in conformity with the law of January 27, 2011 regarding balanced
representation of women and men, which sets the minimum proportion
of directors of each gender at 20%.
In accordance with the AFEP-MEDEF Corporate Governance Code for
listed companies, as revised in June 2013, and at the recommendation
of the Appointments Committee, the Board of Directors decided, after
examining the situation, on March 4, 2015, that nine of its members could
be considered independent directors. Thus, Diane Labruyère-Cuilleret,
Mathilde Lemoine, Anne-Claire Taittinger, Georges Ralli, Thierry Breton,
René Brillet, Charles Edelstenne, Bertrand de Montesquiou and Amaury
de Seze are considered independent directors.
Directors are independent if they have no relationship of any kind to the
Company, its group or its management that might compromise their
freedom of judgement.
The criteria that guided the Board of Directors in considering a member
to be independent are those specified in the AFEP-MEDEF Corporate
Governance Code, as follows:
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not to be an employee or corporate officer of the Company nor an
employee or director of its parent company or consolidated company
and not to have been so over the previous five years;