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 | Kering

Governance defines how a company is organized, managed, and monitored. The main governing bodies are the Board of Directors, which determines strategic priorities, and the Executive Committee, which implements the Group’s strategy.

The Board of Directors defines the Group’s strategies and sees that they are implemented.

<h2>Audit Committee</h2>Main role: The Audit Committee assists the Board of Directors in its deliberations by reviewing the annual and half-year financial statements, as well as the internal control, internal audit and risk management systems relating to financial and accounting reporting and sustainability-related information. It also oversees the statutory audit of the financial statements and the certification of sustainability information, and monitors the independence of the Statutory Auditors, including the procedures for their appointment and the review of their fees. Composition: Six members: Dominique D’Hinnin* (Independent Chair), Rachel Duan*, Financière Pinault, represented by Héloïse Temple Boyer, Serge Weinberg*, Véronique Weill* and Laurent Kleitman*.Independent directors make up 83% of the Audit Committee.* Independent Director.&nbsp;

AUDIT COMMITTEE

<h2>Remuneration Committee</h2>Main role:&nbsp;The Remuneration Committee makes recommendations to the Board of Directors regarding the remuneration policies applicable to Kering’s corporate officers (the Chief Executive Officer, the Chairman of the Board and directors), members of the Executive Committee, as well as the Group’s overall compensation policies &nbsp; Composition:&nbsp;Five members: Véronique Weill* (Independent Chair), Dominique D’Hinnin*, the company Financière Pinault represented by Héloïse Temple Boyer, Vincent Schaal (director representing employees), Serge Weinberg*.Independent directors make up 75% of the Remuneration Committee, excluding the Director representing employees.* Independent Director. &nbsp;

REMUNERATION COMMITTEE

<h2>Appointments &amp; Governance Committee</h2>Main role: The Appointments and Governance Committee is responsible for ensuring the effective functioning of the Company’s governance bodies. It reviews and recommends candidates for appointment to the Board of Directors, oversees the selection process for independent directors and regularly assesses directors’ independence. More broadly, it reviews all matters relating to the composition, organization and functioning of the Board of Directors. The Committee also oversees succession planning for the Company’s corporate officers and senior executives and reviews the Group’s human resources policies. Composition:&nbsp;Seven members: Serge Weinberg* (Independent Chair), Concetta Battaglia (Director representing employees), Marie-Hélène Chenut*, the company Financière Pinault represented by Héloïse Temple-Boyer, Laurent Kleitman*, Baudouin Prot and Véronique Weill*.Independent directors make up 67% of the Appointments and Governance Committee, excluding the Director representing employees.* Independent Director. &nbsp;

APPOINTMENTS & GOVERNANCE COMMITTEE

<h2>Sustainability Committee</h2>Main role: The Sustainability Committee supports the Board of Directors in overseeing the Group’s sustainability agenda. It reviews the Group’s sustainability strategy and commitments, particularly with regard to climate, decarbonisation and biodiversity, and makes recommendations on these matters. It monitors the implementation of the Group’s environmental and social initiatives, ensures that sustainability-related issues are embedded in the Company’s strategy, and reviews the Company’s principal ESG ratings on an annual basis. &nbsp; Composition: 6 members: Giovanna Melandri (Independent Chair), François-Henri Pinault, Concetta Battaglia (Director representing employees), Marie-Hélène Chenut*, Baudouin Prot and Véronique Weill*.Independent directors make up 60% of the Sustainability Committee, excluding the Director representing employees.* Independent Director.

SUSTAINABILITY COMMITTEE

BOARD'S COMMITTEES

See the profiles and careers of the members of Kering’s Executive Committee.

Corporate governance