Hermès // 2021 Universal Registration Document
CORPORATE GOUVERNANCE ADMINISTRATIVE AND MANAGEMENT BODIES
ADMINISTRATIVE AND MANAGEMENT BODIES
3.3
THE ACTIVE PARTNER AND ITS EXECUTIVE MANAGEMENT BOARD
3.3.1
Composition at 31/12/2021
ACTIVE PARTNER Émile Hermès SAS Represented by its Executive Management Board:
Mr Henri-Louis Bauer Chairman of Émile Hermès SAS, 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 Other members of the Executive Management Board:
3
Ms Sandrine Brekke s Ms Capucine Bruet s Ms Alice Charbin s Mr Édouard Guerrand s
Mr Laurent E. Momméja s Mr Jean-Baptiste Puech s Mr Guillaume de Seynes s
TRANSFORMATION INTO SAS IN 2021
PRESENTATION
3.3.1.1.
3.3.1.2.
The company Émile Hermès SAS, incorporated as a SARL ( société à responsabilité limitée , or limited liability company), was transformed in 2021 into a SAS ( société par actions simplifiée , or simplified joint-stock company). This transformation was unanimously approved by the partners on 17 February 2021. The aim is to allow a number of partners that may exceed 100, the limit provided for in Article L. 223-3 of the French Commercial Code ( Code de commerce ) for SARLs. The economy and the essential characteristics of Émile Hermès SARL, such as its operations, the organisation of its governance and the powers of its various corporate bodies, remain unchanged. Given the status of Émile Hermès SARL as Active partner, and in accordance with the Articles of Association of Hermès International (Articles 14.3 and 20.4), the Supervisory Board of Hermès International has approved the new Articles of Association of Émile Hermès SARL intended to transform it into a SAS at its meeting of 18 February 2021. The Hermès International General Meeting of 4 May 2021 amended Articles 1, 6.2, 14.3, 17, 19.2, 20.4 and 21.1 of the Company’s Articles of Association, in order to ensure strict consistency between the Articles of Association of Hermès International and those of Émile Hermès SAS. The adjustments carried out only concerned modifications made strictly necessary by the change in the legal form of Émile Hermès SAS. The transformation therefore became effective on 4 May 2021.
Émile Hermès SAS is a société par actions simplifiée à capital variable (simplified joint stock company with variable capital) incorporated under French law on 2 November 1989, whose partners are the direct descendants of Mr Émile-Maurice Hermès (see chapter 1 “Presentation of the Group and its results”, § 1.1) and his wife. It is registered with the Trade and Companies Register under number 352 258 115 RCS Paris. Its registered office is located at 23, rue Boissy-d’Anglas, 75008 Paris, France. Its sole purpose is: to serve as Active partner and, if applicable, as Executive Chairman of s Hermès International, potentially, to hold direct or indirect equity interests in Hermès s International, and to carry out all transactions in view of pursuing and accomplishing s these activities and to ascertain that any liquid assets it may hold are appropriately managed. The role and powers of the Active partner are described in § 3.2.2. The control exercised by Émile Hermès SAS over Hermès International is described in chapter 7 “Information on the Company and its share capital”, § 7.2.2.3.
PARTNERS
3.3.1.3
Only the following may be partners in Émile Hermès SAS: descendants of Mr Émile-Maurice Hermès and his wife, born Julie s Hollande, and their spouses, but only as usufructuaries of shares. s
2021 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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