Richemont is one of the world's leading luxury - Alle jaarverslagen

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Salary and other short-term benefit payments received byMr Johann Rupert from Richemont and from its related parties,Remgro Limited, Venfin Limited and Reinet Investments SCA,are donated to charity.Me Jean-Paul Aeschimann, the Deputy Chairman, is counselto the Swiss legal firm, Lenz & Staehelin. During the year underreview, Lenz & Staehelin received fees totalling € 743 000 fromGroup companies for advice on legal and taxation matters.During the year the Group gave donations of € 371 000 to theFondazione Cologni dei Mestieri d’Arte. The Foundation promotes,supports and organises cultural, scientific and training initiativesin favour of the Arts and Crafts and the Trades of Art. Dr FrancoCologni, a senior executive director of Compagnie FinancièreRichemont SA, is the President of the Foundation.In addition to his non-executive director’s fee, Lord Douro receivedfees, pension contributions and other benefits totalling € 115 142in connection with his role as director and non-executive chairmanof Richemont Holdings (UK) Limited, the holding company forthe Group’s UK interests, and in respect of consultancy servicesprovided to the Group.Since his appointment to the Board in 2006, Mr RuggeroMagnoni has formally waived his entitlement to receiveany fees or compensation in respect of his duties as a nonexecutivedirector.During the period to 20 October 2008, the Group had an interestin three closed-ended investment funds managed by GeneralEnterprise Management Services Limited. Mr Simon Murray hasan effective interest of 25 per cent in this investment managementcompany. The net cash paid to the fund during the period, net ofamounts returned, was € 1 735 252.On 28 February 2006, the Group committed to investUS$ 65 million in a subsidiary company, Atelier Fund, LLC, alimited liability investment company specialising in high potentialbrand/retail opportunities in the luxury goods sector. Ms MarthaWikstrom holds a one-third interest in Atelier Management,LLC, the managing company of this investment fund. During theyear under review, fees of € 853 000 were paid to the managingcompany for fund management and other services not specific toAtelier Fund, LLC.Messrs Istel, Magnoni, Quasha and Schrempp are members ofthe Board of Overseers of the Reinet Group. No amount of theircompensation as disclosed above is in respect of this role.The Management Committee includes the Executive Chairman,the Group Chief Executive Officer, the Group Finance Directorand the Manufacturing Director. The compensation of thesefour directors is disclosed above as members of the Boardand is therefore excluded from the total compensation ofthe Management Committee. Details of other members ofthe Management Committee are included in section 4 of thecorporate governance report on pages 48 and 49.Since the date of the de-twinning, certain members of theManagement Committee have provided services to Reinet entities.€ 584 000 of the total compensation costs disclosed above wasin respect of these services and has been recovered from Reinet.Highest compensation paid to a member of the ManagementCommitteeThe total level of compensation of the highest paid director ofthe Management Committee was € 7 359 924, which was paidto Mr Norbert Platt, Group Chief Executive Officer.Compensation of Board sub-committeesThe Board has established a number of sub-committees. Thesecommittees comprise both executive and non-executive directorsof the Board. The compensation of the individual members ofthese committees is disclosed above.Compensation for former members of governing bodiesDuring the year under review, a former executive director receiveda fee of € 129 863 from the Group for services provided to anentity in which the Group is a joint venture partner. Two formerexecutive directors received a total cash settlement of € 17 962in accordance with the terms of the modification to the Group’sstock option plan.Allotment of sharesNo shares or units were allotted to directors or members of theManagement Board during the year under review.Share ownershipAs at 31 March 2009, members of the Board and parties closelylinked to them owned a total of 60 500 Richemont ‘A’ shares.Members of the Management Committee and parties closelylinked to them held a total of 51 670 Richemont ‘A’ sharesat that date. As noted above Mr Johann Rupert is the GeneralManaging Partner of Compagnie Financière Rupert, which holdsthe 522 000 000 ‘B’ registered shares in the Company. Partiesassociated with Mr Johann Rupert and Compagnie FinancièreRupert held a further 162 664 ‘A’ shares or ‘A’ share equivalentsat 31 March 2009. The interest of individual directors inRichemont ‘A’ shares is as follows:At 31 March2009Board of Directors of CompagnieFinancière Richemont SALord Douro 18 000Yves-André Istel 16 000Simon Murray 7 500Alain Dominique Perrin 15 000Lord Renwick 4 00060 500Group Management CommitteeAlan Grieve 50 000Albert Kaufmann 1 67051 670112 170Mr Jan Rupert, Group Manufacturing Director, is a director ofa company which holds 2 375 005 Richemont ‘A’ shares. He isalso one of a group of family members who are beneficiariesof certain trusts which are, directly or indirectly, shareholdersin that company and which hold Richemont ‘A’ shares and ‘A’share equivalents in their own right. Mr Jan Rupert is a trusteeof certain of these trusts but is not in a position to control their52 Richemont Annual Report and Accounts 2009Corporate governance
investment decisions or to control the exercise of voting rightsby those trusts. In addition, members of Mr Jan Rupert’s familyare also beneficiaries of certain companies that have acquiredand currently hold 20 000 Richemont ‘A’ shares.Mr Jan Rupert has no beneficial interest in Compagnie FinancièreRupert and shares referred to in the paragraph above do not formpart of the interest held by Compagnie Financière Rupert and itsassociated parties. For the avoidance of doubt, Mr Johann Rupert,Group Executive Chairman and a cousin of Mr Jan Rupert, is nota director of the company referred to in the paragraph above andhas no interest in its holding of ‘A’ shares. He is neither a trusteeof the trusts referred to in the preceding paragraph nor a beneficiaryof those trusts. Details of the holding of Compagnie FinancièreRupert and parties associated with Mr Johann Rupert are given atthe beginning of this section of the corporate governance report.Mr Alain Dominique Perrin, an executive director, also hasan indirect holding of 720 779 ‘A’ shares. This indirect holdingfollowed the redemption during the year of indirect holdingsof derivative instruments linked to 720 779 underlying shares.Mr Alan Grieve, a member of the Management Committee,also serves as a director of certain private companies establishedwhen the Group was founded and linked to former investors inCompagnie Financière Rupert. These companies hold in total9 791 954 Richemont ‘A’ shares. Mr Grieve has no beneficialinterest in those companies or in the ‘A’ shares that they hold.These companies have no current connection with CompagnieFinancière Rupert and are not associated in any way withMr Johann Rupert.Stock option planThe Group operates a long-term share-based compensationplan whereby executives are awarded options to acquire sharesat the market price on the date of grant. No awards under thestock option plan have been made to non-executive directors.Richemont agrees with the principle that stock options forma significant part of compensation and that the issue of newshares to meet the obligations under stock option plans resultsin dilution. For this reason, Richemont has implemented a seriesof buy-back programmes since 1999 to acquire ‘A’ shares to meetthe obligations arising under its share-based compensation plans.By using its own capital to acquire these shares, Richemont haseffectively always reflected the financing cost of the share-basedcompensation plans in the income statement. In addition, since2004, Richemont has entered into over-the-counter call optionswith a third party to purchase treasury shares at the same strikeprice as the share options granted to executives. These calloptions, together with the shares held, provide a comprehensivehedge of the Group’s anticipated obligations arising under itsstock option plan.Awards under the Group’s stock option plan will not result inthe issue of new capital and, in consequence, there will be nodilution of current shareholders’ interests.In accordance with IFRS 2, Share-based Payment, the Grouprecognises in its financial statements an operating expense inrespect of the fair value of options granted to executives. Theaggregate charge in respect of each option grant is amortisedover the vesting period of the award. Further details are givenin note 34 to the consolidated financial statements. For theyear under review the IFRS 2 charge amounted to € 31 million(2008: € 31 million).With effect from the 2005 award, the terms of the Group’slong-term share-based compensation plan have been amended topermit executives not only to exercise but also to trade optionsonce they have vested. The options granted as from 2008 onwardsinclude a performance condition correlated to a comparative groupof luxury goods businesses upon which vesting is conditional.The de-twinning process described in Section 1 of this reportimpacted the value and the number of stock options previouslyawarded to executives. With limited exceptions due to regulatoryrestrictions, Richemont unit options, which had vested but werenot yet exercised at the date of the de-twinning, have beenconverted into options over Richemont shares, options overBAT shares and options over Reinet shares. The exchange ratioused, determined at market prices at close of business on the dateof de-twinning, was calculated to preserve the economic benefitsof the Richemont option holders. Richemont unit options whichhad not vested at the date of the de-twinning were converted intheir entirety into options over Richemont shares. Further detailsregarding the valuation of the options are presented in note 33to the consolidated financial statements.The exercise of options and transactions in Richemont shares andrelated securities by any director or member of the ManagementCommittee is promptly notified to the SIX Swiss Exchange, whichsimultaneously publishes such notifications on its website.Loans to members of governing bodiesAs at 31 March 2009, there were no loans or other creditsoutstanding to any current or former executive or non-executivedirector. The Group’s policy is not to extend loans to directors.There were also no non-business related loans or credits grantedto relatives of any executive or non-executive director.6. SHAREHOLDER PARTICIPATION RIGHTSDetails of shareholder voting rights and the right to attendmeetings of shareholders are given above in section 2 of thecorporate governance report under the heading ‘Capital Structure’.7. CHANGE OF CONTROL AND DEFENCE MECHANISMSIn terms of the Swiss Stock Exchange and Securities Trading Act(‘SESTA’), Compagnie Financière Richemont SA has not electedto ‘opt out’ or ‘opt up’ in respect of the provisions relating to theobligations for an acquirer of a significant shareholding to makea compulsory offer to all shareholders. In accordance with SESTA,any party that would directly or indirectly or acting in concertwith third parties acquire more than 33 1 ⁄3 per cent of the votingrights of the Company would therefore be obliged to make anoffer to acquire all of the listed equity securities of the Company.The interest of Compagnie Financière Rupert in 100 per cent ofthe ‘B’ registered shares in the Company, which existed at thedate SESTA came into force, does not trigger any obligationin this respect. As noted above, Compagnie Financière Rupertcontrols 50 per cent of the voting rights of Compagnie FinancièreRichemont SA.Richemont Annual Report and Accounts 2009 53Corporate governance
Page 3 and 4: Financial and operating highlights
Page 5 and 6: BUSINESS DEVELOPMENTWhilst the year
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Page 10 and 11: Exceptional client service remains
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Notes to the consolidated financial
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Company financial statementsCompagn
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Compagnie Financière Richemont SAN
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Compagnie Financière Richemont SAR
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Five year record continuedConsolida
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Notice of meetingThe Annual General
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