HERMÈS - 2020 Universal registration document
COMBINED GENERAL MEETING OF 4 MAY 2021 REPORT OF THE SUPERVISORY BOARD TO THE COMBINED GENERAL MEETING OF 4 MAY 2021
REPORT OF THE SUPERVISORY BOARD TO THE COMBINED GENERAL
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MEETING OF 4 MAY 2021
mentioned in Articles L. 226-10 and L. 225-38 to L. 225-43 of the French Commercial Code ( Code de commerce ), which appear in the 2020 Universal Registration Document (chapter 8 “Combined General Meeting of 4 May 2021, § 8.4.3). None of these agreements changed significantly with respect to amounts or financial terms in 2020. The agreement on trademark licenses was revised, effective from 1 January 2020. This revision led to the reclassification of this agreement as a current agreement at the Supervisory Board meeting of 25 February 2020, as it no longer qualified as a related-party agreement in view of the changed circumstances. No other agreements were reclassified in 2020. A summary of the related-party agreements in force is presented in the Supervisory Board report on corporate governance in the 2020 Universal Registration Document (chapter 3 “Corporate governance”, § 3.8.1.1). In accordance with the provisions of Article L. 225-38 of the French Commercial Code ( Code de commerce ), authorisation decisions of the Supervisory Board since 1 August 2014 are all supported by justification. A review of related-party agreements concluded in previous years and for which implementation was still in progress, is carried out by the Supervisory Board every year in accordance with in the provisions of Article L. 225-40-1 of the French Commercial Code ( Code de commerce ). Following the review of 2020, 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 may have been modified. The description of this procedure and its implementation are given in the Supervisory Board’s corporate governance report in the 2020 Universal Registration Document (chapter 3 “Corporate governance”, § 3.8.1.3). 4. The Supervisory Board’s 2020 activity is presented in the Supervisory Board corporate governance report in the 2020 Universal Registration Document (chapter 3 “Corporate governance”, § 3.4.3). ACTIVITIES OF THE SUPERVISORY BOARD
In accordance with legal and regulatory provisions, we hereby present our report on the accomplishment of our duties for the financial year ended 31 December 2020. 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 balance sheet and its notes, as well as the income statement, s 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 2020. We issue a favourable opinion on the approval of the financial statements. 2. On 18 February 2021, the Executive Management decided to pay an interim dividend of €1.50 per share. The payment of this interim dividend took place on 4 March 2021. We ask that you approve the proposed allocation of net income as set out in the draft resolutions submitted to you for approval, calling for a ordinary dividend of €4.55 per share. After deduction of the interim dividend, the balance, i.e. €3.05 per share, will be detached on 6 May 2021 and paid on 10 May 2021 on the positions closed on 7 May 2021. 3. Since no related-party agreements requiring the authorisation of the Supervisory Board were concluded in 2020, 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 ALLOCATION OF NET INCOME RELATED-PARTY AGREEMENTS OBSERVATIONS ON THE PARENT COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS 1.
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2020 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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