G O V E R N A N C E A N D O R G A N I Z A T I O N
THE RIGHTS OF LVMH SHAREHOLDERS ARE PROTECTED BY LAW AND THE PRINCIPLES OF CORPORATE GOVERNANCE
WHICH GOVERN THE WAY THE GROUP OPERATES.
LVMH s Board of Directors is the strategic body of the Company that is primarily responsible for enhancing the Company s value and protecting its corporate interests, taking into account the social and environ- mental issues facing its business and, where applicable, the Company s mission statement (raison d ĂȘtre in French), as laid down pursuant to Article 1835 of the French Civil Code. It also endeavors to promote the Company s long-term value creation, in particular by taking into account the social and environmental issues facing its business. Its principal assignments are to approve the Company s and the Group s major strategies and supervise their implementation; to verify the fair and accurate presentation of information about the Company and the Group; to protect its corporate assets; and to ensure that core business risks are fully accounted for in the management of the Company. It also ensures that procedures to prevent corruption and influence-peddling are implemented, and that a non-dis- crimination and diversity policy is in place, notably with regard to gender equality within the governing bodies of the Group and, on the recommendation of Executive Management, sets diversity targets for these bodies. Lastly, it acts as guarantor with respect to the rights of each of its shareholders and ensures that shareholders fulfill all of their duties. In fiscal year 2020, the Board of Directors approved the annual and interim parent company and consolidated financial statements, monitored quarterly business activity, and gave its opinion on the Group s key strategic direction and decisions, its budget, compensation of company officers, the implementation of a bonus perfor- mance share allocation plan, and the implementation of the share buyback authorization. It authorized an extension to the implementation of financing programs
and granting of guarantees in order to finance the acquisition of Tiffany & Co. and approved the signing of a settlement agreement to end to all legal action, thus enabling the acquisition to be finalized. The Board also (i) reviewed the rules for allocating compensation to company officers for work performed in that capacity, (ii) approved the Company s Charter on control proce- dures for regulated agreements and the assessment of agreements relating to current operations concluded under normal conditions and (iii) amended the Charter of the Board of Directors as well as the rules of proce- dure of the Nominations & Compensation Committee, the Performance Audit Committee and the Ethics & Sustainable Development Committee. Amidst the public health crisis arising from the Covid-19 pandemic, the Board decided (i) to postpone the Share- holders Meeting to June 30, 2020 and hold it in closed session, and (ii) to reduce by 30% the overall amount of the ordinary dividend initially to be proposed at the Shareholders Meeting. The Board also decided, (i) on the recommendation of Bernard Arnault, as Chairman and Chief Executive Officer, and of each of the other Board members holding executive positions within the Group, to waive their fixed compensation for the months of April and May 2020 as well as the entirety of their variable compensation in respect of 2020, and (ii) to reduce the total gross amount of the compensation attributable to each of the Company s Directors and Advisory Board members in respect of their duties for fiscal year 2020 by 30%. Lastly, the Board of Directors welcomed a Director representing the employees appointed by the LVMH Group Works Council; the second Director representing the employees appointed by the SE Works Council joined the Board in January 2021 for scheduling reasons.
Further information can be found in the 2020 Universal Registration Document.