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. 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:
Three Directors of the Board: Mr. Jean-Philippe Thierry (independent Director), Chairman, Mrs. Patricia Barbizet and Mr. Jean-Pierre Denis (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.
Remuneration Committee
Main role:
Makes proposals to the Board of Directors on the remuneration of the CEO and of the deputy CEO and the method for dividing the directors’ fees allocated by the Shareholders’ Meeting to the Board of Directors.
In addition, the Committee is informed of all remunerations and benefits paid or deferred, including in particular options, bonus shares and/or similar benefits to the members of the Executive Committee of the PPR Group, including retirement and all other benefits of any kind.
Composition:
Five Directors: Mr. Philippe Lagayette, Chairman, Mrs. Patricia Barbizet, Mrs Laurence Boone (independent Director), Mrs Yseulys Costes (independent Director), and 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.
Appointments Committee
Main role:
Examines proposals for appointments to the Board of Directors before they are presented to the General Shareholders’ 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.
Composition:
Three Directors: Mrs. Patricia Barbizet, Chair, and Messrs. Baudouin Prot and Luca Cordero di Montezemolo (independent Director).
The Company does not apply the AFEP-MEDEF recommendations as regards the proportion of independent members of the Appointments Committee, which is one third and not the majority thereof, having regard to the Board of directors which is primarily made up of independent members notwithstanding the presence of a controlling shareholding of the Company.
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 PPR Group.
Composition:
Four Directors: Mrs. Patricia Barbizet, Chair, and Mrs. Yseulys Costes (independent Director), Mr. Philippe Lagayette and Mrs Caroline Puel.