HERMÈS - 2020 Universal registration document
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CORPORATE GOVERNANCE COMPENSATION AND BENEFITS OF CORPORATE OFFICERS
Each year, the CAG-CSR Committee of the Supervisory Board of Hermès International is tasked with ensuring that the Executive Chairmen’s compensation is compliant with the Articles of Association and the compensation policy. No predetermined weighting is applied with respect to fixed and variable compensation, which depend on the components described above.
The Executive Chairmen do not receive any compensation or benefits of any kind from the subsidiaries of Hermès International. The breakdown of the actual compensation of the Executive Chairmen for the last two financial years is shown in § 3.7.4.2.
HISTORY OF FIXED AND VARIABLE COMPENSATION PAID TO EXECUTIVE CHAIRMEN OVER THE LAST THREE FINANCIAL YEARS AND RESPECTIVE IMPORTANCE
Proportion (not pre-established)
2019
2018
Mr Axel Dumas
2020
Fixed compensation (referred to as “additional” in the Articles of Association) Variable compensation set by the Articles of Association (“statutory compensation”) awarded in respect of the previous financial year
€1,623,378
47.70%
€1,623,378
€1,470,773
€1,780,045
52.30%
€1,780,045
€1,622,043
of which CSR criterion
10.00%
n/a
n/a
TOTAL
€3,403,423
100.00%
€3,403,423
€3,092,816
Proportion (not pre-established)
2019
2018
Émile Hermès SARL
2020
Fixed compensation (referred to as “additional” in the Articles of Association) Variable compensation set by the Articles of Association (“statutory compensation”) awarded in respect of the previous financial year
€551,850
39.93%
€551,850
€500,000
€830,083
60.07%
€830,083
€756,409
of which CSR criterion
n/a
10.00%
n/a
n/a
TOTAL
€1,381,933
100.00%
€1,381,933
€1,256,409
not applicable. n/a:
Methods for evaluating the achievement of performance criteria for variable compensation or share-based compensation (Article R. 22-10-40, I-4°of the French Commercial Code) The variable compensation set by the Articles of Association (“statutory compensation”) of the Executive Chairmen is evaluated in accordance with the change in consolidated net income before tax for the prior financial year compared with the preceding financial year, and conditioned in the proportion of 10% on the achievement of the CSR criterion. The evaluation of the amount of compensation subject to the CSR criterion is limited to a target of 100%, with no possibility of exceeding that limit. Each of the three indices mentioned in § 3.7.1.2.4: shall count as one-third of the CSR criterion; s has an annual reference period; s is subject to an annual evaluation of their achievement by the s CAG-CSR Committee. Deferred or multi-year variable compensation The allocation to Executive Chairmen of deferred or multi-year variable compensation is not provided for. Exceptional compensation The allocation of exceptional compensation to the Executive Chairmen is not provided for. Share-based compensation (Article R. 22-10-40, II-2 ° of the French Commercial Code) The current compensation policy does not provide that the Executive Chairmen are entitled to share-based compensation.
In accordance with Article 25.3.3 of the Afep-Medef Code, Executive Chairmen who are natural persons and who are beneficiaries of stock options and/or performance-based shares must make a formal commitment not to hedge their risk on options or on shares resulting from the exercise of options or on performance-based shares, until the end of the share retention period. Axel Dumas, the only eligible Executive Chairman, has not received any stock options or performance-based shares since he was appointed Executive Chairman. Émile Hermès SARL, a legal entity, is not eligible for the stock option or performance-based share plans. Employment contract In order to comply with the Afep-Medef Code, Mr Axel Dumas decided on 5 June 2013 to end his employment contract with immediate effect when he was appointed Executive Chairman of Hermès International. Service agreements No Executive Chairman directly or indirectly invoices services to the Company. Under a service contract dated 1 September 2005, amended several times since, Émile Hermès SARL makes use of the services of Hermès International to fulfil routine or exceptional legal, financial or secretariat duties, as indicated in the Statutory Auditors' special report presented in chapter 8 "Combined General Meeting of 4 May 2021", § 8.4.3. Any modification of the tasks assigned or re-invoicing specified (other than annual indexing) must be the subject of an amendment. This contract and its existing or future amendments are subject to the procedure on related-party agreements.
2020 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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