HERMÈS - 2018 Registration document

Corporate Governance

Supervisory Board’s report on corporate governance

TABLE 9.2 (COMPILED IN ACCORDANCE WITH ARTICLE L. 225—197-4 OF THE FRENCH COMMERCIAL CODE AND AMF POSITION- RECOMMENDATION NO. 2014-14)

Total number of shares awarded

Free shares awarded to the first 10 employees (not Corporate Officers)

Date of plans

Shares awarded during the year to the 10 employees of the issuer and any entity included in this scope for whom the number of shares thus granted is the highest (overall information)

n/a

n/a: not applicable.

TABLE 10 Table summarising the multi-year variable compensation of each Executive Chairman (Executive Corporate Officers) Name of the Executive Corporate Officer

Mr Axel Dumas

n/a n/a

Émile Hermès SARL

3

n/a: not applicable.

TABLE 11

Compensation relative to a non-competition clause

Compensation or benefits due or liable to be due because of termination or change of duties 1

Senior Executives (natural persons)

Supplementary pension plan

Employment contract

Mr Axel Dumas, Executive Chairman Date of start of term of office: 05/06/2013 Date of end of term of office: open-ended

no 2

yes

yes

no

(1) The details of these commitments are shown on pages 373 and 374. (2) Since 05/06/2013.

nation, distribution and allocation of fixed, variable and exceptional por- tions of compensation for Executive Corporate Officers (ex-ante vote), and subsequent approval of the components of compensation paid or allocated under these principles (ex-post vote) to Executive and non-Exe- cutive Corporate Officers, do not apply to sociétés en commandite par actions (partnerships limited by shares) under Article L. 226-1 of the same Code, which explicitly waives them.

2019 Compensation policy (not subject to the General Meeting’s ex-ante vote since inapplicable)

3.1.5.6

The provisions of law No. 2016-1691 of 9 December 2016 on trans- parency, anti-corruption and the modernisation of the economy (known as the “Sapin II law”), in particular Articles L. 225-37-2 and L. 225- 82-2 of the French Commercial Code, concerning the approval at the Shareholders’ General Meeting of the principles and criteria for determi-

2019 compensation in respect of 2018 At itsmeeting on 18March 2019, the ÉmileHermès SARL ExecutiveManagement Board decided to set the Executive Chairmen’s 2019 compensation as follows:

Fixed compensation (additional compensation) Gross annual amount

Variable compensation (Statutory compensation) Gross annual amount

Total Gross annual amount

Émile Hermès SARL

€551,850 €1,623,378

€830,083 €1,780,045

€1,381,933 €3,403,423

Mr Axel DUMAS

The Executive Management Board wished the principle of variability contained in the aforementioned provisions of the Articles of Association to be applied strictly to the compensation of the Executive Chairmen. As such, in accordance with these principles, it was decided to modify the compensation of the Executive Chairmen in 2019 by strictly applying the variation observed between 2017 and 2018 on the two objective

quantifiable criteriausedas a reference for ExecutiveChairman compen- sation for many years (Article 17 of the Articles of Association), namely the Company’s consolidated net income before tax (variable compen- sation) and consolidated revenue (fixed compensation or + 10.37% on the previous year).

2018 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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