HERMÈS - 2019 Universal Registration Document
3
CORPORATE GOVERNANCE SUPERVISORY BOARD'S' REPORT ON CORPORATE GOVERNANCE
OTHER INFORMATION
3.6
REPORT ON REGULATED AGREEMENTS 3.6.1 Information on related-party agreements and the status of current agreements is presented in the report of the Supervisory Board to the General Meeting page 437.
An “Ongoing Agreements Committee” tasked with conducting the evaluation has been established; it comprises at least the following members: a representative of the legal, corporate law and securities law s department;
a representative of the finance department. s The procedure first entails the presentation of:
AGREEMENTS ENTERED INTO BETWEEN SENIOR EXECUTIVES OR SHAREHOLDERS OF THE COMPANY AND THE CONTROLLED COMPANIES (ARTICLE L. 225-37-4, 2° OF THE FRENCH COMMERCIAL CODE)
3.6.2
the notion of agreements bearing on ongoing transactions entered s into on an arm’s length basis and transactions deemed to be ongoing and entered into on an arm’s length basis within the Hermès Group; the notions of regulated and prohibited agreements, the roles and s responsibilities related to the identification of regulated agreements and the control and disclosure procedure applicable to them. Then, the procedures for the regular evaluation of agreements relating to ongoing transactions concluded on an arm’s length basis are described: periodicity of the evaluation; s nature of the work required to carry out the evaluation; s consequences of the evaluation; s report to the Supervisory Board and follow-up. s Implementation As of the date of filing of this Universal registration document, the Ongoing Agreements Committee had not yet conducted an evaluation. Information on equity and shareholding is presented on page 388. As a société en commandite par action Hermès International is governed by certain provisions specific to its legal form, stipulated by law or the Articles of Association, which are liable to have an effect in case of a public offering, namely: the Executive Chairmen may only be appointed or dismissed by the s Active Partner; Émile Hermès SARL, the Active Partner, must retain in its Articles of s Association certain provisions concerning its legal form, corporate purpose and the conditions to be met to qualify as a partner (see Article 14.3 of the Articles of Association of Hermès International on page 382); Hermès International may only be converted into a société anonyme s (public limited company) with the consent of the Active Partner; CAPITAL STRUCTURE AND FACTORS LIABLE TO AFFECT THE OUTCOME OF A PUBLIC OFFERING 3.6.4
Pursuant to the provisions of Article L. 225-37-4, 2° of the French Commercial Code, as amended by law 2019-486 of 22 May 2019 (the “Pacte” law), this report must disclose any agreements entered into, directly or through an intermediary, between, on the one hand, an Executive Chairman, a member of the Supervisory Board or one of the shareholders holding more than 10% of the voting rights of the Company and, on the other hand, another company controlled by said other party within the meaning of Article L. 233-3 of the French Commercial Code. These are not related-party agreements subject to prior approval by the Supervisory Board, as Hermès International is not a party to the agreement. Agreements entered into with a wholly owned subsidiary are not excluded (Order 2014-863 of 31 July 2014 relating to Company law). We hereby inform you that no such agreements were entered into during the year ended 31 December 2019. Pursuant to the provisions of Article L. 225-39 of the French Commercial Code, as amended by law 2019-486 of 22 May 2019 (the “Pacte” law), the Company has established a procedure to regularly evaluate whether agreements relating to ordinary transactions and entered into on an arm’s length basis meet these conditions. Procedure This procedure, which applies only to Hermès International and not to its subsidiaries, was approved by the Supervisory Board on 25 February 2020. Its purpose is to enable Hermès International to periodically evaluate the appropriateness of the classification used for ongoing agreements entered into during the year, those that continue over several years, and any agreements that are modified. PROCEDURE FOR MONITORING ONGOING 3.6.3 AND STANDARD AGREEMENTS AND IMPLEMENTATION
2019 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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