HERMÈS - 2019 Universal Registration Document
COMBINED GENERAL MEETING OF 24 APRIL 2020 SUPERVISORY BOARD REPORT TO THE COMBINED GENERAL MEETING OF 24 APRIL 2020
SUPERVISORY BOARD REPORT TO THE COMBINED GENERAL
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MEETING OF 24 APRIL 2020
You are reminded that the allowances or benefits due or likely to be due as a result of a change or cessation of office by an Executive Officer, or subsequent to them, and the defined-benefit pension plan commitments of the dissociated Chairman and Executive Officers are no longer subject to the enhanced related-party agreements scheme (Article L. 225-42-1 of the French Commercial Code (Code de commerce), having been repealed by order no. 2019-1234 of 27 November 2019). The agreement on trademark licenses was revised, effective from 1 January 2019. This revision resulted in the declassification of the agreement, as it no longer met the criteria to be considered a related-party agreement due to a change in circumstances. No other agreement was declassified in 2019. Pursuant to Article L. 225-38 of the French Commercial Code ( Code de commerce ) amended by order 2014-863 of 31 July 2014, the authorisation decisions of the Supervisory Board since 1 August 2014 are all supported by justification. A review of related-party agreements has been carried out by the Supervisory Board every year since 2013, in accordance with proposal No. 27 of AMF recommendation No. 2012-05 regarding General Meetings of shareholders of listed companies, which was incorporated in the French Commercial Code ( Code de commerce ) (Article L. 225-40-1) by the abovementioned order. Following the review of 2019, the Board had no comments to make. In addition, pursuant to law No. 2019-486 of 22 May 2019 relating to the growth and transformation of companies (the “Pacte” law), the company is now obliged to implement a procedure to regularly assess whether agreements relating to usual transactions, concluded under normal conditions, meet these conditions. 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 assess the appropriateness of the classification used for ongoing agreements entered into during the financial year, those that continue over several years, and any agreements that are modified. The description of this procedure and its implementation are given in the Supervisory Board’s corporate governance report on page 276.
In accordance with legal and regulatory requirements, we hereby present our report on the accomplishment of our duties for the financial year ended 31 December 2019. We first wish to inform you that: the Executive Management has kept us regularly informed of the s Company’s business operations and results; the statement of balance sheet and its notes, as well as the statement s of profit or loss, have been provided to us as required by law; transactions subject to prior authorisation by the Supervisory Board s under the terms of specific provisions contained in the Company’s Articles of Association have been duly approved by us, as is duly demonstrated hereafter; lastly, the Supervisory Board ruled on various matters within its s exclusive competence with respect to the Articles of Association. In the light of the comprehensive review already provided, we have no specific comments on the business performance or on the financial statements for the financial year ended 31 December 2019. We issue a favourable opinion on the approval of the financial statements. 2. On 25 February 2020, the Executive Management decided to pay an interim dividend of €1.50 per share. This interim dividend was paid on 5 March 2020. We recommend that you approve the proposed allocation of net income as set out in the draft resolutions submitted to you for approval, calling for a net ordinary dividend of €5.00 per share. After deduction of the interim dividend, the balance of €3.50 per share will be detached on 28 April 2020 and paid on 30 April 2020, based on the positions approved on 29 April 2020. 3. Since no related-party agreements requiring the authorisation of the Supervisory Board were concluded in 2019, you are notified that there are none to approve. The agreements approved previously by the General Meeting are presented in the Statutory Auditors’ special report on the agreements mentioned in Articles L. 226-10 and L. 225-38 to L. 225-43 of the French Commercial Code ( Code de commerce ), which appears on pages 440 and 441. None of these agreements changed significantly with respect to amounts or financial terms in 2019. ALLOCATION OF NET INCOME RELATED-PARTY AGREEMENTS OBSERVATIONS ON THE PARENT COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS 1.
ACTIVITY OF THE SUPERVISORY BOARD
4.
The Supervisory Board’s 2019 activity is presented on pages 244 to 246 of the Supervisory Board’s corporate governance report.
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2019 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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