Compagnie Financière Richemont SA (the ‘Company’ or ‘Richemont’) and its subsidiaries (together ‘the Group’) are committed to maintaining a high standard of corporate governance.
The Group's principles of corporate governance are embodied in its Articles of Incorporation, Organisational Regulations and in the terms of reference of the Audit, Compensation, Governance and Sustainability, Nominations and Strategic Security Committees of the Board of Directors of the Company.
The section relating to corporate governance in the FY23 annual report is available to download. The extract provides information on the Group’s structure, general shareholder information and details regarding the Board of Directors of the Company (the ‘Board’) and its committees as of 31 March 2023. They adhere to the recommendations of the SIX Swiss Exchange’s Directive on Information relating to Corporate Governance.
The Board is confident that the Group’s governance structure reinforces its ability to deliver the Group’s ambition of growing value for shareholders over the long term.
Board of Directors
The Board of Directors 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 risk management as well as the overall supervision of the business. The Board is responsible for preparing the Company’s and the Group's financial statements, the Compensation report and for organising the shareholders' annual and extraordinary general meetings (‘AGM’ and ‘EGM’).
The Board is composed principally of Non-executive Directors with diverse professional and industry backgrounds and who are, without exception, indisputably independent in character and judgement.
Senior Executive Committee
Except where the law, the Articles of Incorporation or the Organisational Regulations of the Company provide otherwise, the Board has delegated the entire management of the Company to the Senior Executive Committee.
The primary objective of the Group's compensation policy is to align the variable compensation paid to senior executives compensation to total shareholder returns over the long term, while attracting and retaining key talent in the face of competition from other multinational groups.
The variable remuneration of each senior executive is dependent on performance against pre-defined KPIs. These measures are both quantitative, reflecting the performance of the Group, Maison or business in terms of sales, operating profit and cash generation, and qualitative, with respect to individual and collective management performance.
An executive's total compensation comprises both fixed and variable elements. Short term incentives are paid in cash, based on performance during the previous financial year. The determination of the level of short term cash incentive comprises both quantitative and qualitative components. The qualitative component is assessed on performance, measuring contributions towards growing brand equity, enhancing the client journey, driving initiatives on sustainability matters and enhancing the people experience in the organisation.
These are complemented by long-term awards under the Group’s Performance Stock Unit and Performance Cash Unit plans, which serve to both retain key executives and to ensure that the interests of these executives are aligned to the values of the Group, including a focus on capital allocation for long-term strategic purposes and the development of a culture of creativity and responsibility within the Maisons.
Non-executive Directors receive fixed compensation only and are not eligible for awards under the Group's short or long term incentive schemes.
Directors' compensation
The compensation report is disclosed on page 63 of the FY23 annual report.
Trading in Richemont shares
Richemont has adopted a Code of Conduct (the 'Code') to ensure that directors and employees of the Company and its subsidiaries are aware of their obligations with respect to the use of insider information. The Code defines the conditions at which directors and employees of the Group, as well as persons or entities connected to them, may enter into transactions on Richemont A shares or on securities having Richemont A shares as a significant underlying asset; and to ensure compliance with the rules of SIX Swiss Exchange (‘SIX’) on the disclosure of management transactions on Richemont A shares, as they are listed on SIX.
Share ownership
As on 31 March 2023, members of the Board and parties closely linked to them owned a total of 17 572 Richemont ‘A’ shares. Mr Johann Rupert is the General Managing Partner of Compagnie Financière Rupert, which holds 6 263 000 ‘A’ shares and the 522 000 000 ‘B’ registered shares in the Company. Parties associated with Mr Johann Rupert and Compagnie Financière Rupert held a further 2 836 664 ‘A’ shares or ‘A’ share equivalents on 31 March 2023.
Details of the shareholdings of the members of the Board of Directors in the Company are disclosed on page 130 of the FY23 annual report.
Our Group is built on a transparent and integrity-based culture that we all contribute to through our daily actions, individually and collectively.
The Richemont Speak Up Platform is our whistleblowing and grievance reporting line, through which our stakeholders can raise concerns when our stakeholders notice situations inconsistent with our Standards of Business Conduct or the law.
To discover all the ways you can speak up, please visit the Richemont Speak Up Platform or scan the QR code directly from your mobile phone:
