The Board of Directors of Compagnie Financière
Richemont SA, the parent company, is responsible for the
overall strategic direction of the Group and the appointment
of senior management. In addition, it is responsible for
establishing financial controls and appropriate procedures
for the management of risk within the Group as well as the
overall supervision of the business. The Board is responsible
for the preparation of the financial statements of the
Company and of the Group and for the organisation
of the annual meeting of shareholders.
with diverse professional and business backgrounds. Seven
nationalities are represented on the Board, which was
composed of 15 members at 31 March 2008. Board
members are elected at each year's Annual General Meeting
for a term of one year. All directors are eligible to stand
for re-election each year, details of nominations being given
in the notice of the Annual General Meeting published
on page 128 of this annual report and in the press. The
proposal to the Annual General Meeting is that the Board
be elected on an individual basis. There is no restriction on
the number of times a director may seek re-election and no
formal age limit for directors.
for half a day to a full day, five times per annum. Further
meetings on specific topics are held on an ad hoc basis.
As part of its schedule of meetings, the Board meets with
executive management for two days each year to review
the strategic direction of the Group's businesses. During
the period from 1 April 2007 to 31 March 2008, the Board
of Directors of Compagnie Financière Richemont held five
meetings. These included a two-day meeting with senior
management of certain Maisons at which brand strategy,
marketing plans and new products are presented. The
Executive Chairman, Group Chief Executive Officer and
Group Finance Director establish agendas for meetings of
the Board, financial reports and supporting information in
respect of agenda items being circulated to members of the
Boards in advance of each meeting. Directors may ask that
an item be placed on the agenda for any meeting.
board, the Director of Corporate Finance, the Director of
Corporate Affairs and the Strategic and Chief Intellectual
Property Counsel regularly attend board meetings. Other
members of senior management may be invited to attend
periodically to address specific subjects. The Board may
invite external counsel and specialists to attend meetings.
Financière Richemont SA held on 13 September 2007,
Mrs Anson Chan, former Chief Secretary of the Hong
Kong Government, was elected to the Board of the
Company. Having announced her candidacy to the
Hong Kong Legislative Council in October 2007,
she subsequently concluded that her participation
on the Board would be incompatible with a position
on the Council, were she to be elected. Accordingly,
Mrs Chan resigned from the Board in November 2007.
company's Board during the year under review. Mr Piet
Beyers retired from his position as Marketing Services
Director and left the Board with effect from 30 June 2007.
In terms of the Group's framework of corporate
governance, the Board of Compagnie Financière Richemont
SA has established an Audit Committee, a Compensation
Committee and a Nominations Committee. The composition
of these Committees is indicated in the biographical notes
on Board members set out below. No corporate governance
committees have been established by the Board of
Richemont SA, Luxembourg, given its role as the Group's
management board.
its duties and responsibilities and a chairperson elected by
the Board. The Chairman of each Committee presents a
summary of the proceedings of each Committee meeting
to the Board of Compagnie Financière Richemont SA. All
board Committees are entitled to invite members of senior
management and external specialists to attend meetings for
specific matters on an ad hoc basis.
The four members of the Audit Committee are non-executive
directors. The Group Finance Director attends all meetings,
as do the Head of Internal Audit and representatives of
PricewaterhouseCoopers SA, the Group's external auditors.
annum and have a typical duration of half a day. During
the year ended 31 March 2008, meetings took place on
three occasions. The Committee meets in camera with the
external auditors during the course of each meeting.
and fair view of the Group's financial position and
results;
review their independence and objectivity as well as their
level of compensation;
management information systems as well as accounting,
financial and operational controls;
on all matters of significance arising from the
department's work;
on its responsibility to perform regular risk assessments;
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