Corporate Governance

Adopted by the shareholders on 19 May 2005 at the Combined General Meeting, PPR’s articles of association institute a management structure with a Board of Directors. Specific measures have also been taken as part of the strict application of the AFEP-MEDEF report.

 

Mode of governance

 

Since 2005, the Board of Directors, the Group’s new management structure, focuses on reviewing the yearly and half-yearly financial statements, the Group’s activity and strategic issues. Five of the nine Directors elected are independent under the criteria defined by the AFEP-MEDEF Report.
The Board is international, comprised of directors from France, Italy and the US.
 
The Board of Directors also includes the Audit, Remuneration and Appointments Committees along with a Strategic and Development Committee (made up of 4 directors). The role of this committee created at the request of François-Henri Pinault is to identify, study and support the Group’s strategic development initiatives.

 

Organisation on a daily basis

 

In its everyday management, the Group is directed by:

• An Executive Committee

Composition: The PPR CEO, the brands chairmen and the key operational officers of PPR.
Missions:

Primary vehicle for analysis of the Group’s businesses, for coordination and sharing initiatives between brands and for monitoring intra-group projects. Accordingly, while each brand manages the operational aspects linked to its activity directly, the Group’s Executive committee is tasked with:

     -  drawing up and steering the Group’s operating strategy;
     -  prioritising the objectives per company;
     -  developing inter-company synergies;
     -  suggesting acquisitions / sales to the Board of Directors.

• An Ethics Committee

Composition: the PPR’s Deputy Chief Executive officer, the Corporate secretary and the legal counsel.

Missions:

To establish the negative window periods relating to transactions on PPR shares, to send reminder letters concerning insider trading rules to certain Group executives and employees and updates the lists of temporary and permanent insiders in accordance with the General Rules of the French Financial Markets Authority. The Ethics Committee must be consulted before trading in Company shares.

• A Committee for Ethics and Corporate Social Responsibility (CECSR)

Composition: executives from PPR and other Group companies and a member, who is not an employee of the Group, specialised in corporate social responsibility and business risks.
Missions:
- To ensure the circulation and proper application of the commitments and principles of the Code of Business Practices. The Committee can also be consulted by any employee of the Group with respect to any issue falling under the scope of the Code of Business Conduct.
- To gather useful information, review the direction of the policies in force or required, along with the means to promote and implement CSR within the Group.

 

 

Application of the recommendations
   

The Board of Directors’ internal regulations set out and formalise the rules governing its organisation and mode of operation, along with that of its four committees (audit, remuneration, appointments, strategic and development), in order to take into account the recommendations of the AFEP-MEDEF report.
 
In addition, the Board of Directors uses the recommendations of this report as a basis for examining a director’s independent status and any possible risk of a conflict of interests. The Board has accordingly followed the recommendations that stipulate that in companies with a controlling shareholder at least one third of the directors should have independent status.