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Continued from page 43Compensation CommitteeThe Compensation Committee comprises three non-executivedirectors. To assist it in its deliberations it may draw on supportfrom the Group’s internal specialists and external advisors.Meetings of the Committee are held as necessary but at least twiceper annum and typically last one to two hours. The ExecutiveChairman and Group Finance Director regularly attend meetingsof the Compensation Committee. During the year under review,the Committee met on five occasions.The purpose of the Committee is to advise the Board of CompagnieFinancière Richemont SA in all aspects of compensation policyinsofar as it relates to members of the Board of Directors, theManagement Committee and senior executives and to establisha framework for the compensation of executive management.The Committee is responsible for setting the compensation of thenon-executive directors and the executive directors of CompagnieFinancière Richemont SA together with that of the ExecutiveChairman and for reviewing the compensation of all othermembers of senior management.The Committee oversees the administration of the Group’slong-term, share-based compensation plan for executives and,inter alia, approves the awards granted to executive directors,taking into account the recommendations of the ExecutiveChairman; and approves the awards made to other executivesin aggregate, recognising that the Chairman’s Committee hasthe authority to make awards to executives other than executivedirectors. In addition, the Committee oversees any other materiallong-term compensation plans for executives of the Group andapproves awards under such plans as appropriate.Nominations CommitteeThe Nominations Committee consists of the non-executive directorsmeeting under the chairmanship of the Executive Chairman.Meetings of the Committee are held on an ad hoc basis, as required.During the year ended 31 March 2009, one meeting took place.The principal functions of the Committee are to advise the Boardof Compagnie Financière Richemont SA in areas such as thecomposition and size of the Board and the criteria to be appliedin the selection of new members of the Board and management.In addition, the Committee is responsible for the nomination ofdirectors to serve on the committees of the Board.Management CommitteesIn addition to the committees of the Board, there are a number ofmanagement committees. Key amongst these are the Chairman’sCommittee, the Strategic Product and Communication Committeeand the Management Committee. These bodies performcomplementary functions in terms of strategic, marketing andoperational performance recommendations, respectively.management of the Group’s underlying businesses andinvestments, subject at all times to an obligation to provideadequate information on the development of those businessesto the Board. Management operates within the guidelines asset out in the Group’s commitment approval procedures andsuch other policies and procedures as may from time to timebe laid down by the Board. In addition, the managementprovides the Board with such support as it may require inorder to be able to consider and evaluate strategic alternatives.The Chairman’s CommitteeThe Chairman’s Committee comprises the Executive Chairman,Johann Rupert, the Group Chief Executive Officer, Norbert Platt,the Group Finance Director, Richard Lepeu, and the ManufacturingDirector, Jan Rupert. Other executives may be invited to participateon an ad hoc basis at the discretion of the Executive Chairman.The Committee meets on an ad hoc basis to review mattersassociated with the implementation of the Group’s strategicpolicies. In the year under review the Committee met four times.The Strategic Product and Communication CommitteeThe Strategic Product and Communication Committee (‘SPCC’)comprises the Executive Chairman and the Group Chief ExecutiveOfficer, other executive and non-executive directors of the Boardbeing invited on an ad hoc basis to deal with specific matters.The Committee’s objective is to guide the Group’s Maisonsby verifying that decisions made in respect of communication,products and distribution are appropriate and consistent withthe individual Maison’s identity and strategy. During the yearended 31 March 2009, five meetings took place.Other committees have been established to determine the Group’spolicies in specific business areas, including finance, taxation,health and safety issues and corporate social responsibility.4. SENIOR MANAGEMENTThe former Board of Richemont SA, Luxembourg a directly held,wholly-owned subsidiary of Compagnie Financière Richemont SAuntil 20 October 2008, functions as the Group’s ManagementCommittee.The Management Committee typically meets five times per annum,for half a day to a day. During the year under review, such meetingstook place on four occasions. The Management Committee iscomposed of the Executive Chairman, the Group Chief ExecutiveOfficer and the Group Finance Director together with the ChiefExecutive Officers of certain leading business units as well asfunctional heads. The Chief Executive Officers of all Maisons areinvited to attend meetings on a rotational basis. At 31 March 2009,the Committee had twelve members, four of whom also served onthe Board of Compagnie Financière Richemont SA during the yearunder review. Appointments to the Management Committee aremade by the Board of Compagnie Financière Richemont SA uponthe recommendation of the Nominations Committee.The management is responsible for implementing the strategicpolicies determined by the Board. Members of the managementare empowered to conduct the day-to-day strategic andoperational administration of the Group including, inter alia,financial management. The management is responsible for theSection 4 of the corporate governance report continues on page 50Richemont Annual Report and Accounts 2009 47Corporate governance