2022 Annual General Meeting: approval of all resolutions and changes in the membership of Kering’s Board of Directors

Kering's Combined General Meeting was held on April 28, 2022 at the Group’s headquarters, 40 rue de Sèvres, Paris 7^e, France.

 

Kering’s shareholders approved all the resolutions submitted for their vote, including those related to the membership of the Board of Directors.

 

Yonca Dervisoglu, Véronique Weill and Serge Weinberg have been appointed as Independent Directors and the term of office of Daniela Riccardi as Independent Director has been renewed.  

 

Consequently, Kering’s Board of Directors comprises 14 members and includes:

• 7 Independent Directors (i.e., a rate of 58% excluding Directors representing employees, in accordance with the provisions of the AFEP-MEDEF Code);
• 6 women (i.e., a rate of 50% excluding Directors representing employees, in accordance with the provisions of AFEP-MEDEF Code);
• 6 different nationalities (British, Chinese, French, Italian, Ivorian and Turkish).

 

 

In addition, Kering's Board of Directors met at the end of the Combined General Meeting and approved the following changes, upon the proposal of the Appointments and Governance Committee:

 

• Appointment of Véronique Weill as Lead Independent Director

Véronique Weill has been appointed Lead Independent Director, replacing Sophie L’Hélias. The Lead Independent Director's responsibilities are described in the internal regulations of the Board of Directors. In particular, the Lead Independent Director:

• • is consulted on the agenda and schedule of Board meetings;
  • may propose additional agenda items to the Chairman;
  • liaises between the independent Directors, other Board members and Executive Management;
  • prevents conflicts of interest;
  • ensures compliance with the Board of Directors’ internal rules;
  • participates in the process of assessing the Board of Directors;
  • and represents the Board in its dealings with investors concerning environmental, social and governance (ESG) matters.

 

• Appointment of Jean-Pierre Denis as Climate Change Lead

Following the recommendation of the Sustainability Committee, the Board of Directors decided during its meeting on February 16, 2022 to appoint a member of the Board as Climate Change Lead. In its meeting of April 28, 2022, Jean-Pierre Denis has been appointed to this function.  Consequently, he will ensure that the Board identifies all the impacts of climate change for the Group, taking into account these issues into its work and the strategy it defines. It is expected that, under his initiative, the Board of Directors raises the climate issue at least twice a year.

 

• Reconfiguration of the Board of Directors’ Committees

As from April 28, 2022, the membership of the Board of Directors’ Committees is the following:

• • Audit Committee:
    • Tidjane Thiam¹, Chair
    • Jean-Pierre Denis
    • Financière Pinault represented by Héloïse Temple-Boyer
    • Daniela Riccardi¹
    • Véronique Weill¹
    • Serge Weinberg¹

67% of the members of the Audit Committee are independent according to the chosen independence criteria, none of the Executive Corporate Officers is a member of the Committee, and the Committee is chaired by an Independent Director, in accordance with the provisions of the AFEP-MEDEF Code.

• • Remuneration Committee:
    • Véronique Weill¹, Chair
    • Jean-Pierre Denis
    • Financière Pinault represented by Héloïse Temple-Boyer
    • Claire Lacaze
    • Tidjane Thiam¹
    • Serge Weinberg¹

The Remuneration Committee is composed mainly of Independent Directors (60%²) and is chaired by an Independent Director, in accordance with the provisions of the AFEP-MEDEF Code.

• • Appointments and Governance Committee:
    • Serge Weinberg, Chair¹
    • Concetta Battaglia
    • Yonca Dervisoglu¹
    • Financière Pinault represented by Héloïse Temple-Boyer
    • Baudouin Prot
    • Véronique Weill¹

The Appointments and Governance Committee is composed mainly of independent directors (60%²), in accordance with the provisions of the AFEP-MEDEF Code and is chaired by an Independent Director.

• • Sustainability Committee:
    • Emma Watson¹, Chair
    • Jean-Pierre Denis
    • Yonca Dervisoglu¹
    • Jean-François Palus
    • François-Henri Pinault
    • Daniela Riccardi¹
    • Véronique Weill¹

57% of the members of the Sustainability Committee are independent and the Committee is chaired by an Independent Director.