86 / 302
Corporate governance
Corporate Governance Code
Corporate Governance Code
3.1
The Company refers to the AFEP-MEDEF corporate governance code for listed companies (AFEP-MEDEF code) revised in November
2015. The
AFEP-MEDEF code may be consulted at the Company’s head office.
Composition and operation of the Board of
3.2
Directors
The Board of Directors
3.2.1
A balanced composition
3.2.1.1
The Directors whose terms expire at the end of the 2016 Shareholders’
Meeting are Mr.
Thomas J. Barrack Jr, Mr.
Thierry Breton, Mr.
Charles
Edelstenne and Mrs. Anne-Claire Taittinger.
The Board of Directors comprises 16 members: Mr.
Georges Plassat
(Chairman and Chief Executive Officer), Mr.
Georges Ralli
The terms of office of Mr.
Georges Plassat, Mr.
Georges Ralli,
(Vice-Chairman), Mr.
Bernard Arnault, Mr.
Thomas J. Barrack Jr,
Mr.
Nicolas Bazire, Mr.
Bertrand de Montesquiou, Mrs. Diane
Mr.
Nicolas Bazire, Mr.
Jean-Laurent Bonnafé, Mr.
Thierry Breton,
Labruyère-Cuilleret and Mrs. Mathilde Lemoine were renewed for a
Mr.
René Brillet, Mr.
Charles Edelstenne, Mr.
Philippe Houzé, Mrs.
period of three years by the Shareholders’ Meeting on June
11, 2015.
Diane Labruyère-Cuilleret, Mrs. Mathilde Lemoine, Mrs. Patricia Mrs. Patricia Lemoine and Mr. Philippe Houzé were appointed for a
Lemoine, Mr.
Bertrand de Montesquiou, Mr.
Amaury de Sèze (Senior
term of three years by the Shareholders’ Meeting on June 11, 2015.
Independent Director) and Mrs. Anne-Claire Taittinger.
Subsequent to the appointment of Mrs. Patricia Lemoine on June
11,
On recommendation from the Chairman of the Appointments
2015, four women sit on the Board of Directors representing 25% of
Committee, the Board of Directors, at its meeting on February 8, 2015,
the 16 Directors. The Board of Directors is therefore in compliance with
appointed Mr.
George Ralli Vice-Chairman of the Board of Directors.
the law of January 27, 2011 on balanced representation of women and
The Vice-Chairman is called on to fill in for the Chairman if he is
men, which sets the minimum proportion of Directors of each gender
absent, temporarily unavailable, resigning, or deceased, or his term of
at 20%. The Appointments Committee is continuing its work to select
office is not renewed. If he is temporarily unavailable, this substitution women candidates to integrate the Board of Directors, with the aim of
is valid for the limited time of his unavailability; otherwise, it is valid reaching a minimum proportion of Directors of each gender of 40% by
until the new Chairman is elected.
2017, in accordance with the law.
Since January
2016, the Board of Directors appointed Mr.
Abilio Diniz
The Board of Directors benefits from the presence of Directors from
as Observer. He attends Board of Directors' Meetings in an advisory
diverse backgrounds with complementary experience (including retail,
capacity. Like the Directors, he is subject to all provisions of the Board financial, industrial, economic and commercial expertise), some of
of Directors’ Internal Rules.
whom have in-depth experience and knowledge of the business, the
sector and its environment both in France and abroad. The directors
The members of the Board of Directors are appointed for a term of
are present, active and committed. This active involvement contributes
three years. Pursuant to the provisions of the nineteenth resolution
to the quality of the Board of Directors' deliberations with respect to
adopted by the Shareholders’ Meeting of July 28, 2008, and so that the
the decisions it takes.
terms of one-third of the members of the Board of Directors 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.
86
2015 REGISTRATION DOCUMENT