LVMH: Corporate Structure and Business Plan

GOVERNANCE STRUCTURE The Board of Directors is the strategy body of LVMH Moet Hennessy – Louis Vuitton SA. The competence, integrity and responsibility of its members, clear and fair decisions reached collectively, and effective and secure controls are the ethical principles that govern the Board. The key priorities pursued by LVMH’s Board of Directors are enterprise value creation and the defense of the Company’s interests. LVMH’s Board of Directors acts as guarantor of the rights of each of its shareholders and ensures that shareholders ful? ll all of their duties.The Company adheres to the Code of Corporate Governance for Listed Companies published by AFEP and MEDEF. The Board of Directors shall have a maximum of 18 members, a third of whom at least are appointed from among prominent independent persons with no interests in the Company The number of Directors or permanent representatives of legal entities from outside companies, shall be limited to four . Apart from the selection of the Company’s management structure and the appointment of the Chairman of the Board of Directors, Chief Executive Of? cer and Group ManagingDirector(s), the principal missions of the Board of Directors are to: – ensure that the Company’s interests and assets are protected; – de? ne the broad strategic orientations of the Company and the Group and ensure that their implementation is monitored; – approve the Company’s annual and half-yearly ? nancial statements; – review the essential characteristics of the internal control and risk management systems adopted and implemented by the Company; – ensure that major risks to which the Company is exposed are in keeping with its strategies and its objectives, and that they are taken into account in the management of the Company; verify the quality, reliability and fairness of the information provided to shareholders concerning the Company and the Group, in p articular to ensure that the management structure and the internal control and risk management systems are able to guarantee the quality and reliability of ? nancial information published by the Company and to give a true and fair view of the results and the ? nancial position of the Company and the Group; – set out the organization principles and procedures for the Performance Audit Committee; – disseminate the collective values that guide the Company nd its employees and that govern relationships with consumers and with partners and suppliers of the Company and the Group; – promote a policy of economic development consistent with a social and citizenship policy based on concepts that include respect for human beings and the preservation of the environment in which it operates. The Board of Directors shall hold at least four meetings a year Decisions by the Board of Directors shall be made by simple majority vote and are adopted as a board. If they deem appropr iate, independent Directors may meet without requiring the presence of the other members of theBoard of Directors. For special or important issues, the Board of Directors may establish one or more ad hoc committees. Each member of the Board of Directors shall act in the interests and on behalf of all shareholders. Once each year, the Board of Directors evaluates its procedures and informs shareholders as to its conclusions in a report presented to the Shareholders’ Meeting. In addition, at least once every three years, a fully documented review of the work of the Board, its organization and its procedures is conducted. The Shareholders’ Meeting shall set the total amount ofDirectors’ fees to be paid to the members of the Board of Directors. This amount shall be distributed among all members of the Board of Directors and the Advisors, if any, on the recommendation of the members of the Directors’ Nominations and Compensation Committee, taking into account their speci? c responsibilities on the Board A specialized committee responsible for auditing performance operates within the Board of Directors, acting under the responsibility of the Board of Directors. The Performance Audit Committee shall be made up of at least three Directors appointed by the Board of Directors.At least two thirds of the members shall be independent Directors. The majority of the Committee’s members must have held a position as a Managing Director or a position involving equivalent responsibilities or possess speci? c expertise in ? nancial and accounting matters. The Board of Directors shall appoint a Chairman of the Committee from among its members. The maximum term of the Chairman of the Committee is ? ve years. Neither the Chairman of the Board of Directors nor any Director performing the duties of Chief Executive Of? cer or Group Managing Director of LVMH may be a member of theCommittee. A Director may not be appointed as a member of the Committee i f he or she comes from a company for which an LVMH Director serves as a member of a committee comparable in function. The principal missions of the Committee are to: – monitor the process for preparing ? nancial information, particularly the individual company and consolidated ?nancial statements, and verify the quality of this information; – monitor the statutory audit of the individual company and consolidated ? nancial statements by the Statutory Auditors , whose conclusions and recommendations it examines; ensure the existence, pertinence, application and effectiveness of internal control and risk management systems, monitor the ongoing effectiveness of these systems, and make recommendations to the Chief Executive Of? cer concerning the priorities and general guidelines for the work of the Internal Audit team; – examine risks to the Statutory Auditors’ independence and, if necessary, identify safeguards to be put in place in order to minimize the pot ential of risks to compromise their independence, issue an opinion on the fees paid to the Statutory Auditors, as well as those paid to the network to hich they belong, by the Company and the companies it controls or is controlled by, whether in relation to their statutory audit responsibilities or other related assignments, oversee the procedure for the selection of the Company’s Statutory Auditors, and make a recommendation on the appointments to be submitted to the Shareholders’ Meeting in consideration of the results of this procedure; – analyze the exposure of the Company and the Group to risks, and in particular to those identi? ed by the internal control and risk management systems, as well as material off–balance sheet commitments of the Company and the Group; review major agreements entered into by Group companies and agreements entered into by any Group company with a third-party company in which a Director of the LVMH parent company is also a s enior executive or principal shareholder. Signi? cant operations within the scope of the provisions of Article L. 225-38 of the French Commercial Code require an opinion issued by an independent expert appointed upon the proposal of the Performance Audit Committee; – assess any instances of con? ict of interest that may affect a Director and recommend suitable measures to prevent or correct them. Compensation CommitteeThe Committee shall meet at least twice a year, without the Chairman of the Board of Directors, the Chief Executive Of? cer and the Group Managing Director(s), before the Board of Directors’ meetings in which the agenda includes a review of the annual and half-yearly parent company and consolidated ?nancial statements. If necessary, the Committee may be required to hold special meetings, when an event occurs that may have a signi? cant effect on the parent company or consolidated ? nancial statements. Decisions of the Committee shall be made by simple maj ority vote and shall be deemed to have been reached as a board.The proceedings of each Committee meeting shall be recorded in minutes of the meeting. The Committee shall report on its work to the Board of Directors. It shall submit to the Board its ? ndings, recommendations and suggestions. The Committee may request any and all accounting, legal or ?nancial documents it deems necessary to carry out its responsibilities. The Committee may call upon the Company’s staff members responsible for preparing the ? nancial statements, carrying out internal control procedures, conducting internal audits, applying risk management or cash management procedures, nvestigating tax or legal matters, as well as the Statutory Auditors, to appear before it on any number of occasions to address issues in detail, without requiring the presence of the Chairman of the Board, the Chief Executive Of? cer, or Group Managing Director(s) of LVMH. These meetings may also take place in the absence of thos e responsible for the accounting and ? nancial functions. After having duly noti? ed the Chairman of the Board of Directors, the Committee may seek assistance from external experts if circumstances require. The Committee members and its Chairman may receive a pecial Director’s fee, the amount of which shall be determined by the Board of Directors and charged to the total ? nancial package allocated by the Shareholders’ Meeting. 1. Subject to the exceptions provided by law, the Board of Directors is composed of three to eighteen members, who may be individuals or legal entities appointed by the Ordinary Shareholders’ Meeting. A legal entity must, at the time of its appointment, designate an individual, who will be its permanent representative on the Board of Directors. The term of of? ce of a permanent representative is the same as the legal entity that he represents. . Each member of the Board of Directors must during its term of of? ce own at least ? ve hundred (500) shares of the Company. If, at the time of its appointment, a member of the Board of Directors does not own the required number of shares or if, during its term of of? ce, it ceases to be the owner thereof, it shall dispose of a period of six months to purchase such number of shares, in default of which it shall be automatically deemed to have resigned. 3. Nobody being more than seventy years old shall be appointed Director if, as a result of his appointment, the umber of Directors who are more than seventy years old would exceed one-third of the members of the Board. Directors are appointed for a term of three years. The duties of a Director shall terminate at the close of the Ordinary Shareholders’ Meeting convened to approve the accounts of the preceding ? scal year and held in the year during which the term of of? ce of said Director comes to an end. A salaried employee of the Company may be appointed as a Director provided that his employment contract antedates his appointment and corresponds to a position actually held.In such case, he shall not lose the bene? t of his employment contract. The number of Directors bound to the Company by an employment contract may not exceed one-third of the Directors in of? ce. The Board of Directors shall elect a Chairman, who must be an individual, from among its members. It shall determine his term of of? ce, which cannot exceed that of his of? ce as Director and may dismiss him at any time. The Board shall also determine the compensation to be paid to the Chairman. The Chairman of the Board of Directors cannot be more than seventy-? ve years old.The Board may always elect one or several Vice-Chairman(men). It shall determine their term of of? ce which cannot exceed that of their respective of? ce as Director. The of? cers of the meeting are the Chairman, the ViceChairman(men) and the Secretary. The Secretary may be chosen from outside the Directors or the shareholders. The Board determines its term of of ? ce. The Secretary may always be re-elected. The Board, convened by its Chairman, meets as often as required by the interests of the Company. The Board of Directors sets guidelines for the Company’s ctivities and shall ensure their implementation. Subject to the powers expressly granted to the Shareholders’ Meetings and within the limits of the corporate purpose, it addresses any issue relating to the Company’s proper operation and settles the affairs concerning it through its resolutions. In its relations with third parties, the Company is bound even by acts of the Board of Directors falling outside the scope of the corporate purpose, unless it demonstrates that the third party knew that the act exceeded such purpose or that it could not have ignored it given the circumstances, it being speci? d that mere publication of the Bylaws is not suf? cient proof thereof. The Board of Directors performs such monitoring and veri? cations as it deems appropriate. Each Di rector receives all necessary information for completing his assignment and may request any documents he deems useful. The Company shall be audited, as provided by law, by one or more Statutory Auditors legally entitled to be elected as such. When the conditions provided by law are met, the Company must appoint at least two Statutory Auditors. Each Statutory Auditor is appointed by the OrdinaryShareholders’ Meeting. One or more supplementary deputy Statutory Auditors, who may be called to replace the regular Statutory Auditors in the event of death, disability, resignation or refusal to perform their duties, are appointed by the Ordinary Shareholders’ Meeting. Shareholders’ Meetings shall be convened and held as provided by law. A Shareholders’ Meeting is chaired by the Chairman of the Board of Directors or, in his absence, by the oldest ViceChairman of the Board of Directors or, in the absence of the latter, by a Member of the Board for that purpose.If n o chairman has been appointed, the Meeting elects its Chairman. The voting right attached to a share is proportional to the share of the capital it represents. When having the same nominal value, each share, either in capital or redeemed (â€Å"de jouissance†), gives right to one vote. However a voting right equal to twice the voting right attached to other shares, with respect to the portion of the share capital that they represent, is granted: – to all fully paid up registered shares for which evidence of registration under the name of the same shareholder during at least three years will be brought; to registered shares allocated to a shareholder in case of increase of the capital by capitalization of reserves, or of pro? ts carried forward or of issue premiums due to existing shares for which it was entitled to bene? t from this right. The Ordinary Shareholders’ Meeting makes decisions which do not amend the Bylaws. It is convened at least once a year, withi n six months from the end of each ? scal year to vote on the accounts of that ? scal year. In order to pass valid resolutions, the Ordinary Shareholders’ Meeting, convened upon ? rst notice, must consist of hareholders, present or represented, holding at least one-? fth of total voting shares. The deliberations of an Ordinary Shareholders’ Meeting, convened upon second notice, shall be valid regardless of the number of shareholders present or represented. The resolutions of the Ordinary Shareholders’ Meeting are approved by a majority of the votes of the shareholders present or represented. The copies or abstracts of the minutes of the Meetings shall be validly certi? ed by the Chairman of the Board of Directors, the Chief Executive Of? cer, or the Secretary of the Meeting. Ordinary and Extraordinary Shareholders’ Meetings shall xercise their respective powers as provided by law. The dividend payment terms are de? ned by the Shareholders’ Meeting o r, if the Meeting fails to do so, by the Board of Directors. However, dividends must be paid within a maximum period of nine months after the ? scal year-end, unless such period is extended by Court order. (The reference for the Company is the AFEP-MEDEF â€Å"Corporate Governance Code for Traded Companies†. ) Main SHAREHOLDERS Christian Dior, the luxury goods group, is the main holding company of LVMH, owning 42. 36% of its shares, and 59. 01% of its voting rights. 5] Bernard Arnault, majority shareholder of Dior, is Chairman of both companies and CEO of LVMH. the only declared major shareholder in LVMH was Groupe Arnault, the family holding company of Bernard Arnault. The group's control amounted to 47. 64% of LVMH's stock (with 42. 36% held through Christian Dior S. A. and 5. 28% held directly) and 63. 66% of its voting rights (59. 01% by Dior and 4. 65% directly). [5] A further 2. 43% of shares were declared as treasury stock, with the remainder being free float. ________ ___________________RICOMINCIA DA QUI_________________________________ STAKEHOLDERS COMPETITORS:LVMH competes in the luxury market with an array of small private and publicly held companies that make designer clothing, wine, watches, and other luxury goods. Unlike LVMH, most of these companies usually have only one brand in their portfolios. The most direct competitors to LVMH are Pinault-Printemps-Redoute (PPR), a French luxury holdings company that includes such brands as Yves Saint Laurent and Gucci, and Compagnie Financiere Richemont, a Swiss luxury company that includes such brands as Cartier and Montblanc. ?PPR is a French retailer and luxury goods company. It is very similar to LVMH in both size and earnings.One distinct advantage LVMH holds over PPR is international diversification. Though a majority of PPR's brands are luxury, it also owns Puma, a sportswear line for men and women that is more affordable and as a broader consumer base, thereby increasing its market. The luxu ry brands that directly compete with LVMH fall under Gucci Group and are: Alexander McQueen, Bottega Veneta, Balenciaga, Yves Saint Laurent, Stella McCartney, Gucci, Boucheron and Sergio Rossi. ?Compagnie Financiere Richemont is much smaller than LVMH in terms of revenue, but earned a similar operating margin on its revenue.Richemont is primarily focused on watches and jewelry. Therefore, in its main business Richemont does not face stiff competition from either company. The most competition comes from the fashion and leather goods divisions, namely Dunhill, Azzedine Alaia, Shanghai Tang, Chloe and the leather goods brand Lancel. All are luxury brands and compete directly with LVMH. [8] ? Valentino Fashion Group S. p. A is an international luxury goods conglomerate. It owns the prestigious brand Valentino as well as luxury brand Hugo Boss.It also has licenses for Marlboro Classics and M Missoni (a lower-priced line inspired by the designs of privately-owned Missoni). Valentino Fashi on Group also has its own brands: Lebole, Oxon and Portrait. In addition, Valentino Fashion Group owns 45% of the luxury American brand Proenza Schouler. Like LVMH, Valentino owns a number of other luxury brands including Valentino and Hugo Boss produce apparel, accessories and fragrances for both men and women. Both conglomerates sell their goods side-by-side in luxury department stores as well as freestanding boutiques. SUPPLIERS: Same behavior as LVMH + acting well towards natureTo ensure effective environmental control, the companies of the Group are conducting an awareness program with their suppliers and subcontractors. Designing packaging that prevents the waste of raw materials and generates smaller waste volumes is a principle of both good management and respect for the environment. This can only be done if we thoroughly understand the effects of the product on the biosphere, from manufacture to disposal. This is the role of Life Cycle Analysis, a method applied by the LVMH group since 1993, in its initial study on the path followed by a standard Hennessy product.The implementation of actions to reduce the products impacts throughout their life cycle implies to work closely with the suppliers and subcontractors. Programs to make lighter packaging are critical and are coordinated at Group level. We start studying a product's packaging from the product's design stage. The design/development, purchasing and marketing teams work with suppliers in multi-disciplinary groups and use a value analysis method to reconcile impeccable quality and aesthetics for the consumer with marketing requirements, optimized manufacturing processes, and our desire to use raw materials sparingly.Preserving biological diversity is a vital issue for the evolution of life on earth. LVMH group has built its businesses on a sustainable relationship with the natural environment, and consequently uses elements that are neutral or without impact on our ecosystems, either by growing pl ants or raising animals, or by using surplus elements. In this way, it complies in an exemplary manner with the regulations protecting rare species. The research work of LVMH's R&D laboratories in the village of Koro in Burkina Faso continues to bear fruit.In the spring of 2004, the Bikini line of Christian Dior acquired a new active ingredient: Anogelline. EMPLOYEES The group currently employs more than 83,000 people. [1] 30% of LVMH's staff work in France. LVMH operates over 2,400 stores worldwide. [10] LVMH actively supports the professional development of its employees. The decentralized organization of the LVMH group encourages individual initiative. Human Resources teams deploy a variety of concrete tools to develop talents, including training, geographic and functional mobility andrecruitement.The annual Organizational Management Review plays a pivotal role in identifying talents and succession planning. This dynamic process is central to recognizing the contributions and tal ents of the Group's people. It ensures motivating advancement within the Group by identifying key positions, internal resources and the human resources needed to drive continued growth at LVMH companies. LVMH also carries out regular performance appraisals to identify employees' strong points and opportunities for improvement, as well as their personal goals.These appraisals serve as the basis for concrete action to enable people to achieve fulfulling career objectives. Training is distributed between the Group, itsbusiness divisions and the brands themselves, always focused on enriching the skillsets of employees and sharpening their performance to help them flourish in the LVMH ecosystem. Training programs address needs that have been identified and discussed during annual performance appraisal interviews. Technical skills are the responsibility of brands, which sometimes pool training across business groups.LVMH actively encourages all employees to reach their potential as they p ursue fulfilling careers. The Group is committed to promoting diversity and energizing the wealth of human resources at all its companies and in all the host countries where it operates. INSURANCE: Of the most prestigious luxury houses, six post sales of over a billion euros annually. They include Gucci, Hermes, LVMH and L'Oreal, all of whom are clients of Allianz Global Corporate & Specialty France for their transport, property and liability insurance programs. AGCS France will market its transport insurance solution through a variety of intermediaries.These include key luxury industry brokers whose current clients, including subcontractors, may be interested; the Colbert Committee, an association of over 70 luxury companies; Colipa, the European cosmetics association; and the Confederation des Arts de la Table (CAT, the French tableware association). On the heels of this new transport insurance solution other new products will be developed, with the goal of offering a dedicated ra nge for all luxury goods companies. CUSTOMERS: LVMH made a fortune thanks to customer loyalty, and to keep these customers it’s opening shops both in the U. S. ut also in developing countries such as India and China In all, Louis Vuitton now has 96 stores open in the United States, which Slavinsky says is almost evenly divided between freestanding stores and leased in-store boutiques. The company's strength owes a lot to customer loyalty — especially to Louis Vuitton, which analysts estimate accounts for about 60 percent of LVMH's earnings. Demand for its products — from $100 coin purses to the new $5,500 Theda multi-buckled, gilt-trimmed handbags in colors such as turquoise and pink — is so strong that Vuitton's margin topped 45 percent last year; its U.S. sales alone grew 38 percent. To meet the demand, Vuitton is expanding. LOCAL COMMUNITIES The Group believes that our own development must integrate the search for a better quality of life for our custo mers, employees, shareholders, and the regions and various communities affected by our production and distribution operations throughout the world. The Group's commitment towards environmental protection materialized in 2001 by the the â€Å"Environmental Charter† was reinforced in 2003 by joining the United Nations' Global Compact.That initiative, which was launched by Kofi Annan, Secretary General of the UN, requires its signatories to apply and promote nine principles in the field of human rights, labor and the environment. Thus LVMH implements the concept of sustainable development. Aim for a high level of environmental performance In developing its businesses internationally, LVMH works to align its practices with those that offer the best level of environmental protection around the world. Foster a collective commitmentThe environment is the responsibility of every individual and LVMH believes that the awareness, education and training of its employees are top prioritie s. To ensure a continued high level of environmental performance, the Group believes it is vital for each company to set precise environmental objectives and implement a management system dedicated to this process. Control environmental hazards In addition to the most stringent compliance with environmental regulations, which is an absolute duty, the Group intends to focus on risk prevention. As a result, it allocates human and material resources to this goal.Design luxury products by integrating environmental innovation and creativity Guided by its overriding concern for high quality, LVMH is working to improve control and better anticipate the environmental aspects related to the life cycle of its products. LVMH encourages all processes that result in environmental innovations and accepts its duty to exercise prudence and take precautions to ensure total safety for the consumer. Make commitments outside the company LVMH intends to contribute to the protection of the environment ab ove and beyond just the aspects directly related to its own businesses.Because it considers that promoting respect for the environment is essential, LVMH is developing an active partnership with groups of businesses, local communities and the associations which contribute to this objective. INSTITUTIONAL GOALS The mission of the LVMH group is to represent the most refined qualities of Western â€Å"Art de Vivre† around the world. LVMH must continue to be synonymous with both elegance and creativity. Our products, and the cultural values they embody, blend tradition and innovation, and kindle dream and fantasy.In view of this mission, five priorities reflect the fundamental values shared by all Group stakeholders: -Bec reative and innovate – Aim for product excellence – Bolster the image of our brands with passionate determination – Act as entrepreneurs – Strive to be the best in all we do Be creative and innovate Group companies are determined to n urture and grow their creative resources. Their long-term success is rooted in a combination of artistic creativity and technological innovation: they have always been and always will be creators.Their ability to attract the best creative talents, to empower them to create leading-edge designs is the lifeblood of our Group. The same goes for technological innovation. The success of the companies' new products – particularly in cosmetics – rests squarely with research & development teams. This dual value – creativity/innovation – is a priority for all companies. It is the foundation of their continued success. Aim for product excellence Group companies pay the closest attention to every detail and ensure the utter perfection of their products. They symbolize the nobility and perfection of traditional craftsmanship.Each and every one of the objects their customers buy and use exemplifies our brands' tradition of impeccable quality. Never should Group compan ies disappoint, but rather continue to surprise their customers with the quality, endurance, and finish of their products. They never compromise when it comes to product quality. Their search for excellence go well beyond the simple quality of their products: it encompasses the layout and location of our stores, the display of the items they offer, their ability to make their customers feel welcome as soon as they enter our stores†¦All around them, their clients see nothing but quality. Bolster the image of our brands with passionate determination Group brands enjoy exceptional reputation. This would not amount to much, and could not be sustained, if was not backed by the creative superiority and extreme quality of their products. However, without this aura, this extra dimension that somewhat defies logic, this force of expression that transcends reality, the sublime that is the stuff of our dreams, Dior would not be Dior, Louis Vuitton would not be Louis Vuitton, Moet would no t be Moet†¦ The power of the companies' brands is part of LVMH's heritage.It took years and even decades to build their image. They are an asset that is both priceless and irreplaceable. Therefore, Group companies exercise stringent control over every minute detail of their brands' image. In each of the elements of their communications with the public (announcements, speeches, messages, etc. ), it is the brand that speaks. Each message must do right by the brand. In this area as well, there is absolutely no room for compromise. Act as entrepreneurs The Group's organizational structure is decentralized, which fosters efficiency, productivity, and creativity.This type of organization is highly motivating and dynamic. It encourages individual initiative and offers real responsibilities – sometimes early on in one's career. It requires highly entrepreneurial executive teams in each company. This entrepreneurial spirit requires a healthy dose of common sense from managers, as well as hard work, pragmatism, efficiency, and the ability to motivate people in the pursuit of ambitious goals. One needs to share and enjoy this entrepreneurial spirit to – one day – manage a subsidiary or company of the LVMH group.Strive to be the best in all we do Last but not least is our ambition to be the best. In each company, executive teams strive to constantly improve, never be complacent, always try to broaden our skills, improve the quality of our work, and come up with new ideas. The Group encourages this spirit, this thirst for progress, among all of its associates. Code of Conduct In 2010, to provide a set of simple principles and behaviours that should guide the Group and each of us in the everyday conduct of business, LVMH officially adopted a Code of Conduct.LVMH has a global dimension and the world in which we do business is changing at a rapid pace. In the context of this continually evolving business environment, this Code of Conduct constitutes a common benchmark to guide individual initiatives and ensure greater consistency in practices across the Group's companies and geographies. >Code of Conduct (PDF–1 419 Ko) Digital In 2010, the Group also adopted self regulatory on line marketing principles, aligned with the World Federation of Advertisers.