HERMÈS - 2020 Universal registration document
CORPORATE GOVERNANCE ADMINISTRATIVE AND MANAGEMENT BODIES
ADMINISTRATIVE AND MANAGEMENT BODIES
3.2
THE ACTIVE PARTNER AND ITS EXECUTIVE MANAGEMENT BOARD
3.2.1
Role
Composition at 31/12/2020
The Active Partner is jointly and severally liable for all the Company’s debts, for an indefinite period of time. The Active Partner has the authority to appoint or revoke the powers of the Executive Chairman, after receiving the reasoned opinion of the Supervisory Board. The Active Partner makes all decisions pertaining to the Group’s strategic options, consolidated operating and investment budgets, and recommendations to the General Meeting with respect to the distribution of share premiums, reserves and retained earnings, on the recommendation of the Supervisory Board. It may submit recommendations to the Executive Management on any matter of general interest to the Group. It authorises all Company loans, sureties, endorsements and guarantees, any pledges of collateral and encumbrances on the Company’s property, as well as the creation of any company or acquisition of an interest whenever the investment amounts to more than 10% of the Group’s consolidated net worth.
The Active Partner Émile Hermès SARL Active Partner, represented by its Executive Management Board:
Mr Henri-Louis Bauer Executive Chairman, Chairman and Member of the Executive Management Board Mr Frédéric Dumas Vice-Chairman and member of the Executive Management Board Ms Pascale Mussard Vice-Chairwoman and member of the Executive Management Board
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Other members of the Executive Management Board:
Mr Laurent E. Momméja s Mr Jean-Baptiste Puech s Mr Guillaume de Seynes s
Ms Sandrine Brekke s Ms Capucine Bruet s Ms Alice Charbin s Mr Édouard Guerrand s
EXECUTIVE MANAGEMENT
3.2.2
Role
Composition at 31/12/2020
The Executive Chairmen are appointed by the Active Partner, after consultation with the Supervisory Board. In accordance with the Articles of Association, the Executive Management comprises one or two Executive Chairmen, who are natural persons, Active Partners or from outside the Company, each having the same powers. The term of office of the Executive Chairmen is open-ended. Mr Axel Dumas Executive Chairman
The Executive Management ensures the management of Hermès International. The role of Executive Chairman is to manage the Group and act in its general interest, within the scope of the corporate purpose and subject to those powers expressly granted by law or by the Articles of Association to the Supervisory Board, to the Active Partner and to Shareholders’ General Meetings. The Executive Chairmen’s roles are distributed as follows: Mr Axel Dumas is in charge of strategy and operational management, and Émile Hermès SARL, through its Executive Management Board, is responsible for vision and strategic priority areas. The Afep-Medef Code qualifies the Executive Chairmen as “Executive Corporate Officers”.
Appointed by decision of the Active Partner dated 4 June 2013 (effective 5 June 2013) Émile Hermès SARL (represented by Mr Henri-Louis Bauer) Executive Chairman Appointed by decision of the Active Partner dated 14 February 2006 (effective 1 April 2006)
Changes among the Executive Management in 2020: None . Changes among the Executive Management since 31 December 2020: None .
NUMBER OF SHARES TO BE HELD BY THE EXECUTIVE CHAIRMEN
3.2.2.1
The two Executive Chairmen fulfil this obligation at 31 December 2020. Information concerning restrictions relating to the sale of shares by the Executive Chairmen is provided § 3.9.2.3.
At its meeting of 21 March 2017, the Supervisory Board decided that the Executive Chairmen should each be required to hold a minimum of 1,000 Hermès International shares pursuant to Article 23 of the Afep-Medef Code revised in January 2020.
2020 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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