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.
Composition:
Three directors of the Board: Mr. René Barbier de La Serre, Chairman, Mrs. Patricia Barbizet and Mr. Jean-Philippe Thierry.
The Bouton report recommends that 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 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:
Six directors: Mr. Philippe Lagayette, Chairman, Mrs. Patricia Barbizet and Messrs. René Barbier de la Serre, Pierre Bellon, Allan Chapin and François-Henri Pinault.
One-half of the members of the Remuneration Committee are independent according to the applicable independence criteria used.
The Bouton report recommends that the Remuneration Committee be comprised of a majority of independent directors and that no corporate officer be a member. The remuneration policy in favour of the members of the Executive Committee being an important component of the Remuneration Committee’s work, it was therefore judged to be in the interest of the Company and for the proper functioning of the Committee that the CEO be a member of the Committee. Moreover, the CEO does not participate in deliberations of the Committee regarding his remuneration.
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 Board.
Composition:
Three Directors: Mrs. Patricia Barbizet, Chairman, and Messrs. Baudouin Prot and Allan Chapin.
One-third of the members of the Appointments Committee are independent according to the applicable independence criteria.
The Bouton Report recommends that the Appointments Committee be comprised of a majority of independent directors as well as the Board of Directors itself; however, the latter percentage is reduced to only one-third in companies having a controlling shareholder.
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, Chairman and Messrs. Pierre Bellon, Philippe Lagayette and François-Henri Pinault.
Mr. François Pinault, Honorary Chairman of the Board of directors is also an honorary member of the Strategy and Development Committee and in this capacity is invited to participate at meetings of the Committee on a consultative basis.
Last up-date : September 2006