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Report on Corporate Governance and Internal Control Procedures 3_VA_V5 26/03/13 20:29 Page99 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS 1. CORPORATE GOVERNANCE 100 1.1. Board of Directors 100 1.2. Membership and missions 100 1.3. Executive Management 101 1.4. Performance Audit Committee 101 1.5. Nominations and Compensation Committee 102 1.6. Advisory Board 102 1.7. Participation in Shareholders’ Meetings 102 1.8. Information that might have an impact on a takeover bid or exchange offer 102 1.9. Compensation policy for company officers 103 2. IMPLEMENTATION OF RISK MANAGEMENT AND INTERNAL CONTROL PROCEDURES 104 2.1. Scope, organizational and formalization principles 104 2.2. Main risk management principles 105 2.3. General internal control principles 106 2.4. Risk management and internal control stakeholders 109 2.5. Risk management and internal control procedures related to financial and accounting information 110 3. STATUTORY AUDITORS’ REPORT, PREPARED BY THE CHAIRMAN OF THE BOARD OF DIRECTORS 112 2012 Reference Document 99 3_VA_V5 26/03/13 20:29 Page100 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Corporate governance Drawn up in accordance with the provisions of Article L. 225-37 organization of its work, the compensation policy applied to of the French Commercial Code, this report was approved senior executives and company officers, as well as the risk by the Board of Directors at its meeting on January 31, 2013. management and internal control procedures established by the Board and in particular the procedures relating to Its purpose is to give an account of the membership of the preparation and processing of accounting and financial the Board of Directors of the Company, the preparation and information. 1. CORPORATE GOVERNANCE 1.1. Board of Directors The Board of Directors is the strategic body of the Company established by the Board. which is primarily responsible for enhancing the Company’s The Charter of the Board of Directors and the internal rules value and protecting its corporate interests. Its main missions governing the two committees are communicated to all involve the adoption of overall strategic orientations of the candidates for appointment as Director and to all permanent Company and the Group and ensuring these are implemented, representatives of a legal entity before assuming their duties. the verification of the truthfulness and reliability of information These documents are presented in the “Other Information – concerning the Company and the Group and the overall Corporate Governance” section of the Reference Document. protection of the Company’s assets. The Board of Directors of LVMH Moët Hennessy – Louis Pursuant to the provisions of the Board of Directors’ Charter, Vuitton acts as guarantor of the rights of each of its shareholders all Directors must bring to the attention of the Chairman of and ensures that shareholders fulfill all of their duties. the Board any instance, even potential, of a conflict of interest that may exist between their duties and responsibilities to the The Company refers to AFEP/MEDEF Code of Corporate Company and their private interests and/or other duties and Governance for Listed Companies for guidance. This responsibilities. They must also provide the Chairman with document may be viewed on the AFEP/MEDEF web site: details of any fraud conviction, any official public incrimination www.code-afep-medef.com. and/or sanctions, any disqualifications from acting as a member A Charter has been adopted by the Board of Directors which of an administrative or management body imposed by a outlines rules governing its membership, duties, procedures, court along with any bankruptcy, receivership or liquidation and responsibilities. proceedings to which they have been a party. No information has been communicated with respect to this obligation. Two Committees, the Performance Audit Committee and the Nominations and Compensation Committee, whose membership, The Company’s Bylaws require each Director to hold, directly role and missions are defined by internal rules, have been and personally, at least 500 of its shares. 1.2. Membership and missions • At its meeting of January 31, 2013, the Board of Directors independent and as holding no interests in the Company. Personal voted to submit a proposal to the Shareholders’ Meeting of information relating to the Directors is included in the section April 18, 2013 to renew the appointments of Mrs. Bernadette “Other information – Governance” of the Reference Document. Chirac and Messrs. Bernard Arnault, Nicholas Clive Worms, During its meeting of January 31, 2013 the Board of Directors Charles de Croisset, Francesco Trapani and Hubert Védrine reviewed the status of each Director currently in office as well as Directors. as each proposed appointee, in particular with respect to the • The Board of Directors, subject to the decisions of the independence criteria set forth in the AFEP/MEDEF Code of Shareholders’ Meeting of April 18, 2013, will thus consist of Governance of Listed Companies, and considered that: seventeen members: Mrs. Delphine Arnault, Mrs. Bernadette (i) Mrs. Bernadette Chirac and Mrs. Marie-Josée Kravis, and Chirac and Mrs. Marie-Josée Kravis, and Messrs. Bernard Messrs. Charles de Croisset, Diego Della Valle, Yves-Thibault Arnault, Antoine Arnault, Nicolas Bazire, Antonio Belloni, de Silguy and Hubert Védrine satisfy all criteria; Nicholas Clive Worms, Charles de Croisset, Diego Della Valle, Albert Frère, Pierre Godé, Gilles Hennessy, Yves-Thibault (ii) Messrs. Nicholas Clive Worms and Albert Frère must be de Silguy, Francesco Trapani and Hubert Védrine, and Lord deemed independent even though they have served on the Board Powell of Bayswater. Eight of whom: Mrs. Bernadette Chirac of Directors for more than 12 years. In the matter of these two and Mrs. Marie-Josée Kravis, as well as Messrs. Nicholas Clive individuals, the Board has departed from the recommendations Worms, Charles de Croisset, Diego Della Valle, Albert Frère, of the AFEP/MEDEF code of corporate governance relating to Yves-Thibault de Silguy and Hubert Védrine are considered as the number of years of service on the Board, considering that 100 2012 Reference Document 3_VA_V5 26/03/13 20:29 Page101 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Corporate governance this fact is not likely to color their judgment, given their • During its meeting of January 31, 2013, the Board of Directors experience and status as well as their current personal and reviewed its composition, organization and modus operandi. professional circumstances. The Board came to the conclusion that its composition is balanced with regard to its percentage of external Directors, • Over the course of the 2012 fiscal year, the Board of Directors considering the breakdown of share capital, and the diversity and met four times as convened by its Chairman. The average complementarity of the skills and experience of its members. attendance rate of Directors at these meetings was 91.3%. The Directors believe that: The Board approved the annual and half-yearly consolidated - the Directors are satisfied with the frequency of Board meetings and parent company financial statements and expressed its and the quality of the information provided on such topics opinions on subjects including the Group’s major strategic as strategic guidelines, current business activity, financial guidelines and decisions, its budget, the compensation statements, budget and the three-year plan; of company officers, the establishment of bonus share and performance share plans, the implementation of the share - attendance by Directors at Board meetings has improved, repurchase program, the authorization to give guarantees to with the rate rising from 81% in 2011 to 91.3% in 2012; third parties and to approve various agreements between - the fact that at least one-third of the members of the Board of related companies, and the renewal of the authorization to issue Directors are not French nationals ensures a wide range bonds. It also conducted an evaluation of its capacity to meet of visions and various sensitivities essential to a Group with a the expectations of shareholders, on the basis of responses worldwide dimension; received to a questionnaire sent to each of the Directors, reviewing its membership, its organization, and its procedures. - the Directors consider that the Board is fulfilling its role with The Board has also set up a random-draw system to ensure a respect to its objectives of increasing the Company’s value and staggered appointments process for Directors. It named new protecting its interests; members to both the Performance Audit Committee and - the Directors have no observations on the Board’s Charter, the Nominations and Compensation Committee and amended the rules for allocating Directors’ fees or the minimum number the internal rules of the latter with a view to specifying its of shares that each Director must hold; this is also the case role with respect to the compensation of the Group’s senior regarding the composition of the two Committees and the executives as well as the guidelines relating to the supplementary quality of their work. pension plan for members of the Executive Committee. Lastly, the Board was informed of the measures the Company has In addition, the Board of Directors reviewed the Group’s policy adopted as regards equal professional opportunity and pay. to protect against the impact of future economic and financial developments. 1.3. Executive Management The Board of Directors decided not to dissociate the roles of In response
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