HERMÈS - 2019 Universal Registration Document
INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL PRESENTATION OF HERMÈS INTERNATIONAL AND ÉMILE HERMÈS SARL
PRESENTATION OF HERMÈS INTERNATIONAL AND ÉMILE
7.1
HERMÈS SARL
PRESENTATION OF HERMÈS
The rules governing the operation of a société en commandite par actions are the following: the Active Partner or partners, who carry on the business, are jointly s and severally liable for all the Company’s debts, for an indefinite period of time; the Limited Partners (or shareholders), who contribute capital, are s liable in this capacity, as shareholders, only up to the amount of their contribution; the same party may be both an Active Partner and a Limited Partner; s a Supervisory Board is appointed by the Ordinary General Meeting as s a supervisory body (Active Partners, even if they are also Limited Partners, cannot vote on the appointment of Supervisory Board members); one or more Executive Chairmen, designated from among the Active s Partners or from outside the Company, are chosen to manage the Company. Limited Partners: appoint the Supervisory Board members, who must be selected from s among the Limited Partners, and the Statutory Auditors, at the Shareholders’ General Meetings; vote on the accounts approved by the Executive Management; and s appropriate earnings (including the distribution of dividends). s The main Limited Partners (shareholders) are listed on page 389. Since 1 April 2006, Émile Hermès SARL, represented by its Executive Management Board, has been the sole Active Partner of Hermès International. The Active Partner: has the authority to appoint or revoke the powers of any Executive s Chairman, on the reasoned opinion of the Supervisory Board; takes the following decisions for the Group, on the Supervisory s Board’s recommendation: strategic options, • consolidated operating and investment budgets, and • decide on any proposal submitted to the General Meeting • pertaining to the appropriation of share premiums, reserves or retained earnings; may formulate recommendations to the Executive Management on s any matter of general interest to the Group; ACTIVE PARTNERS 7.1.1.4 LIMITED PARTNERS (SHAREHOLDERS) 7.1.1.3
7.1.1
INTERNATIONAL ROLE
7.1.1.1
Hermès International is the Group’s parent company. Its purpose is: to define the Group’s strategy and its focuses for development and s diversification; to oversee the operations of its subsidiaries and to provide corporate, s
financial, legal and commercial assistance; to manage the Group’s real estate assets; s
to protect and defend its trademarks, designs, models, and patents; s to maintain a documentation centre and make it available to the s subsidiaries; to ascertain that the style and image of each brand name is s consistent throughout the world and, for this purpose, to design and orchestrate advertising campaigns, actions and publications to support the various business activities; to provide guidance in design activities and to ensure that the s Hermès spirit is consistently applied in each business line. It derives its funds from: dividends received from subsidiaries, • royalties from trademarks, licensed exclusively to Group • subsidiaries, namely, Hermès Sellier, Le Comptoir Nouveau de la Parfumerie, La Montre Hermès and Faubourg Italia. Hermès brands, which belong to Hermès International, are protected by trademarks in many countries, for all categories of products in each of the Group’s business sectors. Hermès International’s scope of consolidation encompasses 129 subsidiaries and sub-subsidiaries. A simplified presentation of the Group appears on page 35. Hermès International was converted into a société en commandite par actions (partnership limited by shares) by a decision of the Extraordinary General Meeting held on 27 December 1990, in order to preserve its identity and culture and thus ensure its sustainability over the long term, in the interests of the Group and all shareholders. In this legal form, the share capital is divided into shares and there are two classes of partners: one or more Active Partners, who actively engage in operating the business and are jointly and severally liable for all the Company’s debts for an indefinite period of time, and Limited Partners, who are not actively engaged in the business and are liable only up to the amount of their contribution. LEGAL FORM 7.1.1.2
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2019 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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