HERMÈS - 2020 Universal registration document
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CORPORATE GOVERNANCE COMPENSATION AND BENEFITS OF CORPORATE OFFICERS
SPECIFIC COMPENSATION POLICY GUIDELINES FOR EXECUTIVE CHAIRMEN (EXECUTIVE CORPORATE OFFICERS)
3.7.1.2
Decision-making process followed for its determination, review and implementation applicable since the 2020 General Meeting
COMPENSATION POLICY FOR EXECUTIVE CHAIRMEN
ACTUAL COMPENSATION OF THE EXECUTIVE CHAIRMEN
CAG-CSR Committee
Active Partner
Supervisory Board Advisory opinion on the draft compensation policy
Active Partner Establishment of a draft compensation policy taking into account the guidelines laid down in the Articles of Association
Verification that the actual compensation proposed for 2020 complies with the Articles of Association and the compensation policy. Assessment of the achievement of CSR criteria for variable compensation
Determination of the actual compensation proposed for 2020
Ordinary General Meeting “Ex-post” vote on actual compensation for 2020
Supervisory Board Decision on actual compensation for 2020
Ordinary General Meeting “Ex-ante” vote on compensation policy
Decision-making process relating to the establishment of the Executive Chairmen’s compensation policy (Article R. 22-10-40, I- 2° of the French Commercial Code ( Code de commerce )) The components of the Executive Chairmen’s compensation policy are established by Émile Hermès SARL, Active Partner. The decision is made by taking into account the principles and conditions provided for in Article 17 of the Articles of Association with respect to the variable compensation set by the Articles of Association (“statutory compensation”) and, by reference to the Articles of Association, the decision of the Ordinary General Meeting of 31 May 2001 with respect to fixed (“additional”) compensation. It is submitted to the Supervisory Board for an advisory opinion. Since 2020, the compensation policy for the Executive Chairmen will be submitted each year to the Ordinary General Meeting for approval ( ex-ante vote). 3.7.1.2.1 Changes made to the compensation policy of the Executive Chairmen since the last General Meeting (Article R. 22-10-40, I-5° of the French Commercial Code) The General Meeting of 24 April 2020 approved, at 93.15% and without reservation, the compensation policy for the Executive Chairmen. Since then, no changes have been made to the compensation policy for the Executive Chairmen.
Decision-making process for determining actual compensation of the Executive Chairmen The actual amount of the Executive Chairmen’s compensation is determined each year by Émile Hermès SARL, Active Partner, in accordance with the approved compensation policy, which is then submitted to the Supervisory Board for approval. The CAG-CSR Committee of the Supervisory Board: evaluates the achievement of the indicators comprising the CSR s criterion for Executive Chairmen’s variable compensation; checks that the actual compensation of the Executive Chairmen s complies with the Articles of Association and the compensation policy. Since 2020, the actual overall compensation of Corporate Officers (including that of the Executive Chairmen) and the actual individual compensation of each Executive Chairman will be subject, each year, to approval by the Ordinary General Meeting ( ex-post votes). 3.7.1.2.2 Terms of application to newly appointed or reappointed Executive Chairmen (Article R. 22-10-40, I-6° of the French Commercial Code) The term of office of the Executive Chairmen is indefinite under the terms of the Articles of Association, and is therefore not subject to renewal. The compensation policy would apply to newly appointed Executive Chairmen on a pro rata basis in accordance with their presence during the first year of their term.
294 2020 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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