MESSAGE FROM THE EXECUTIVE MANAGEMENT | 5 |
HIGHLIGHTS 2022 | 6 |
1. PRESENTATION OF THE GROUP AND ITS RESULTS | 9 |
1.1 SIX GENERATIONS OF CRAFTSPEOPLE | 10 |
1.2 GROUP GOVERNANCE | 13 |
1.3 STRATEGY | 14 |
1.4 SIMPLIFIED ORGANISATION CHART AND GROUP LOCATIONS | 17 |
1.4.1 SUMMARY DESCRIPTION OF THE GROUP AS AT 31 DECEMBER 2022 | 17 |
1.4.2 INTEGRATED PRODUCTION AND TRAINING SITES WORLDWIDE | 18 |
1.4.3 INTEGRATED PRODUCTION AND TRAINING SITES IN THE FRENCH REGIONS | 19 |
1.4.4 WORLDWIDE DISTRIBUTION NETWORK | 20 |
1.4.5 REAL ESTATE | 22 |
1.5 KEY FINANCIAL AND NON FINANCIAL FIGURES | 23 |
1.5.1 REVENUE BY MÉTIER FOR 2022 (2021) | 23 |
1.5.2 REVENUE BY GEOGRAPHICAL AREA FOR 2022 (2021) | 23 |
1.5.3 KEY CONSOLIDATED FINANCIAL DATA | 23 |
1.5.4 KEY NON-FINANCIAL FIGURES | 25 |
1.6 REVENUE AND ACTIVITY BY MÉTIER | 26 |
1.6.1 LEATHER GOODS & SADDLERY | 26 |
1.6.2 READY TO WEAR AND ACCESSORIES | 28 |
1.6.3 SILK AND TEXTILES | 29 |
1.6.4 OTHER HERMÈS SECTORS | 30 |
1.6.5 PERFUME AND BEAUTY | 30 |
1.6.6 WATCHES | 31 |
1.6.7 OTHER PRODUCTS AND BRANDS | 32 |
1.6.8 GROUP PARTNERSHIPS | 34 |
1.7 REVENUE AND ACTIVITY BY GEOGRAPHICAL AREA | 35 |
1.7.1 EUROPE | 35 |
1.7.2 ASIA-PACIFIC | 36 |
1.7.3 AMERICAS | 37 |
1.7.4 NEAR AND MIDDLE EAST | 38 |
1.7.5 DIGITAL STRATEGY | 38 |
1.8 COMMENTS ON THE CONSOLIDATED FINANCIAL STATEMENTS | 39 |
1.8.1 INCOME STATEMENT | 39 |
1.8.2 CASH FLOWS AND INVESTMENTS | 40 |
1.8.3 FINANCIAL POSITION | 40 |
1.9 SIGNIFICANT EVENTS SINCE THE END OF THE FINANCIAL YEAR | 40 |
1.10 OUTLOOK | 41 |
1.11 FONDATION D’ENTREPRISE | 43 |
2. CORPORATE SOCIAL RESPONSIBILITY AND NON-FINANCIAL PERFORMANCE | 45 |
2.1 BUSINESS MODEL | 49 |
2.1.1 CONCRETE LONG TERM COMMITMENTS | 54 |
2.1.2 AN AMBITIOUS AND STRUCTURING CSR STRATEGY | 55 |
2.1.3 MATERIALITY ANALYSIS | 56 |
2.1.4 ANALYSIS OF NON FINANCIAL RISKS | 58 |
2.1.5 CSR STRATEGY | 59 |
2.1.6 CSR GOVERNANCE | 64 |
2.2 PEOPLE: TEAMS | 67 |
2.2.1 GENERAL INFORMATION ABOUT EMPLOYEES | 70 |
2.2.2 EMPLOYEE FULFILMENT AND WELL-BEING | 70 |
2.2.3 DIVERSITY, EQUITY AND INCLUSION | 85 |
2.3 PEOPLE: SAVOIR-FAIRE | 95 |
2.3.1 FOSTERING NEW CAREERS FORCRAFTSPEOPLE | 98 |
2.3.2 INTEGRATING AND DEVELOPING EMPLOYEES AND TEAMS | 102 |
2.3.3 DEVELOPING AND PRESERVING HISTORICAL SAVOIR-FAIRE | 110 |
2.4 THE PLANET: RAW MATERIALS | 113 |
2.4.1 ECO DESIGN AND CIRCULAR ECONOMY | 117 |
2.4.2 SUPPLY CHAINS | 124 |
2.4.3 BIODIVERSITY | 133 |
2.5 THE PLANET: ENVIRONMENT | 143 |
2.5.1 ENVIRONMENTAL ACTIONS FRAMEWORK | 147 |
2.5.2 RESPONSIBLE REAL ESTATE | 148 |
2.5.3 RESOURCE MANAGEMENT | 149 |
2.5.4 WASTE CONTROL | 157 |
2.5.5 CONTROL OF POLLUTION RISKS | 159 |
2.5.6 CLIMATE CHANGE | 163 |
2.6 COMMUNITIES: SUPPLIERS & PARTNERS | 183 |
2.6.1 SUPPORT AND CONTROL | 186 |
2.6.2 DEVELOPMENT OF RESPONSIBLE PURCHASING | 194 |
2.7 COMMUNITIES: STAKEHOLDERS AND TRANSPARENCY | 197 |
2.7.1 REGIONAL RESPONSIBILITY IN FRANCE | 200 |
2.7.2 SOCIALLY RESPONSIBLE COMPANY | 202 |
2.7.3 COMMUNICATION AND TRANSPARENCY VIS-À-VIS STAKEHOLDERS | 207 |
2.7.4 APPLICATION OF THE EUROPEAN TAXONOMY TO THE HERMÈS GROUP | 210 |
2.7.5 ANALYSIS OF CORRESPONDENCE WITH THE MAIN NON FINANCIAL REPORTING FRAMEWORKS | 214 |
2.7.6 HERMÈS' CONTRIBUTION TO THE UN SUSTAINABLE DEVELOPMENT GOALS (SDGS) | 223 |
2.8 ETHICS – COMPLIANCE | 227 |
2.8.1 PROMOTING ETHICS | 228 |
2.8.2 FIGHTING AGAINST CORRUPTION | 234 |
2.8.3 PROTECTING PERSONAL DATA | 236 |
2.8.4 DUTY OF CARE | 237 |
2.9 REPORT OF ONE OF THE STATUTORY AUDITORS, APPOINTED AS INDEPENDENT THIRD PARTY, ON THE VERIFICATION OF THE CONSOLIDATED NON FINANCIAL STATEMENT | 243 |
2.10 REASONABLE ASSURANCE REPORT FROM ONE OF THE STATUTORY AUDITORS ON THE IDENTIFIED SUSTAINABILITY INFORMATION OF HERMÈS INTERNATIONAL’S NON FINANCIAL PERFORMANCE STATEMENT AS AT/ FOR THE YEAR ENDED DECEMBER 31 , 2022 | 250 |
3. CORPORATE GOVERNANCE | 253 |
SUPERVISORY BOARD CORPORATE GOVERNANCE REPORT | 255 |
3.1 THE COMPANY’S CORPORATE GOVERNANCE CODE | 255 |
3.1.1 CORPORATE GOVERNANCE PRINCIPLES APPLIED | 255 |
3.1.2 PROVISIONS OF THE AFEP MEDEF CORPORATE GOVERNANCE CODE NOT APPLIED AND THOSE NEWLY COMPLIED WITH | 255 |
3.2 AMBITIOUS AND BALANCED GOVERNANCE | 259 |
3.2.1 ORGANISATIONAL STRUCTURE OF HERMÈS INTERNATIONAL AS AT 31 DECEMBER 2022 | 259 |
3.2.2 TWO TYPES OF PARTNERS | 260 |
3.2.3 GOVERNANCE BY NATURE DISSOCIATED | 261 |
3.3 ADMINISTRATIVE AND MANAGEMENT BODIES | 262 |
3.3.1 THE ACTIVE PARTNER AND ITS EXECUTIVE MANAGEMENT BOARD | 262 |
3.3.2 EXECUTIVE MANAGEMENT | 263 |
3.3.3 GOVERNING BODIES | 267 |
3.3.4 NON DISCRIMINATION AND DIVERSITY POLICY | 271 |
3.3.5 SUCCESSION PLAN FOR SENIOR EXECUTIVES | 273 |
3.4 ORGANISATION OF THE SUPERVISORY BOARD | 274 |
3.4.1 KEY DATA ON THE SUPERVISORY BOARD AS AT 31 DECEMBER 2022 | 274 |
3.4.2 APPLICABLE PRINCIPLES | 275 |
3.4.3 DIVERSITY POLICY APPLIED WITHIN THE SUPERVISORY BOARD | 277 |
3.4.4 SUCCESSION PLAN FOR THE CHAIRMAN OF THE SUPERVISORY BOARD | 279 |
3.4.5 COMPOSITION OF THE SUPERVISORY BOARD | 280 |
3.4.6 INDEPENDENCE OF THE MEMBERS OF THE SUPERVISORY BOARD | 285 |
3.4.7 SUPERVISORY BOARD ETHICS | 287 |
3.4.8 INFORMATION ON SITTING MEMBERS OF THE SUPERVISORY BOARD | 290 |
3.5 FUNCTIONING OF THE SUPERVISORY BOARD | 309 |
3.5.1 ROLE OF THE SUPERVISORY BOARD | 309 |
3.5.2 MEETINGS OF THE SUPERVISORY BOARD AND THE JOINT COUNCIL | 310 |
3.5.3 INFORMATION AND TRAINING OF THE SUPERVISORY BOARD | 311 |
3.5.4 MAIN DUTIES OF THE SUPERVISORY BOARD AND WORK CARRIED OUT IN 2022 | 314 |
3.5.5 ETHICS AND COMPLIANCE – PERSONAL DATA PROTECTION | 315 |
3.5.6 CORPORATE SOCIAL RESPONSIBILITY (CSR) | 316 |
3.5.7 COMPENSATION AND REIMBURSEMENT OF EXPENSES | 318 |
3.6 SPECIALISED COMMITTEES | 319 |
3.6.1 APPLICABLE PRINCIPLES | 319 |
3.6.2 CAG CSR COMMITTEE | 320 |
3.6.3 AUDIT AND RISK COMMITTEE | 324 |
3.7 EVALUATION OF THE SUPERVISORY BOARD AND COMMITTEES | 326 |
3.7.1 METHODOLOGY | 326 |
3.7.2 CHANGES SINCE THE LAST EVALUATIONS | 327 |
3.7.3 THREE YEARLY FORMAL EVALUATION IN 2022 | 328 |
3.8 COMPENSATION AND BENEFITS OF CORPORATE OFFICERS | 330 |
3.8.1 COMPENSATION POLICY FOR THE EXECUTIVE CHAIRMEN (EXECUTIVE CORPORATE OFFICERS) AND MEMBERS OF THE SUPERVISORY BOARD (NON EXECUTIVE CORPORATE OFFICERS) | 330 |
3.8.2 OVERVIEW OF COMPENSATION AND BENEFITS OF ALL KINDS FOR CORPORATE OFFICERS | 341 |
3.8.3 ALLOCATION OF FREE SHARES AND STOCK OPTIONS | 347 |
3.8.4 TABLES DRAWN UP IN ACCORDANCE WITH AMF POSITION RECOMMENDATION DOC 2021-02 (§ 13.3) OF 5 JANUARY 2022 ON THE PRESENTATION OF COMPENSATION | 348 |
3.8.5 SUMMARY TABLE OF THE VOTES OF THE GENERAL MEETING ON THE RESOLUTIONS RELATING TO THE COMPENSATION OF CORPORATE OFFICERS | 355 |
3.9 OTHER INFORMATION | 355 |
3.9.1 AGREEMENTS | 355 |
3.9.2 CAPITAL STRUCTURE AND FACTORS LIABLE TO AFFECT THE OUTCOME OF A PUBLIC OFFERING | 357 |
3.9.3 SPECIAL CONDITIONS FOR ATTENDING GENERAL MEETINGS | 358 |
3.9.4 SUMMARY TABLE OF THE USE OF FINANCIAL DELEGATIONS OF AUTHORITY | 359 |
3.10 OTHER INFORMATION FROM THE EXECUTIVE MANAGEMENT REPORT | 362 |
3.10.1 INTERESTS OF CORPORATE OFFICERS AND EXECUTIVE COMMITTEE MEMBERS IN THE SHARE CAPITAL | 362 |
3.10.2 DECLARATIONS CONCERNING CORPORATE OFFICERS AND THE EXECUTIVE COMMITTEE | 363 |
4. RISK FACTORS AND MANAGEMENT | 365 |
4.1 RISK FACTORS | 366 |
4.1.1 RISKS RELATED TO STRATEGY AND OPERATIONS | 368 |
4.1.2 INDUSTRIAL RISKS | 373 |
4.1.3 LEGAL AND REGULATORY RISKS | 377 |
4.1.4 RISKS RELATED TO SOCIAL, SOCIETAL AND ENVIRONMENTAL RESPONSIBILITY | 378 |
4.1.5 FINANCIAL RISKS | 382 |
4.2 INSURANCE POLICY AND RISK HEDGING | 385 |
4.3 RISK MANAGEMENT, INTERNAL CONTROL AND INTERNAL AUDIT | 386 |
4.3.1 A DEMANDING CONTROL ENVIRONMENT | 386 |
4.3.2 COMMITTED PARTIES RESPONSIBLE FOR RISK MANAGEMENT AND CONTROL | 386 |
4.3.3 A CONTROLLED RISK MANAGEMENT SYSTEM | 389 |
4.3.4 A MATURE INTERNAL CONTROL SYSTEM | 390 |
4.3.5 AN AGILE INTERNAL AUDIT SYSTEM | 393 |
5. CONSOLIDATED FINANCIAL STATEMENTS | 397 |
5.1 CONSOLIDATED INCOME STATEMENT | 398 |
5.2 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | 398 |
5.3 CONSOLIDATED BALANCE SHEET | 399 |
5.4 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | 400 |
5.5 CONSOLIDATED STATEMENT OF CASH FLOWS | 401 |
5.6 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | 402 |
5.7 STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS | 442 |
6. PARENT COMPANY FINANCIAL STATEMENTS | 449 |
6.1 INCOME STATEMENT | 450 |
6.2 BALANCE SHEET | 451 |
6.3 CHANGES IN EQUITY | 452 |
6.4 STATEMENT OF CASH FLOWS | 452 |
6.5 NOTES TO THE FINANCIAL STATEMENTS | 453 |
6.6 TABLE OF RESULTS OVER THE LAST FIVE YEARS | 468 |
6.7 INFORMATION ON PAYMENT TERMS | 469 |
6.8 OTHER INFORMATION ON THE PARENT COMPANY FINANCIAL STATEMENTS | 470 |
6.8.1 INFORMATION ON BRANCHES | 470 |
6.8.2 INFORMATION ON THE AMOUNT OF INTER COMPANY LOANS | 470 |
6.8.3 EQUITY INVESTMENTS IN COMPANIES HAVING THEIR REGISTERED OFFICE IN FRANCE (ARTICLE L. 233 6 OF THE FRENCH COMMERCIAL CODE (CODE DE COMMERCE)) | 470 |
6.9 STATUTORY AUDITORS' REPORT ON THE ANNUALFINANCIAL STATEMENTS | 471 |
7. INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL | 477 |
7.1 PRESENTATION OF HERMÈS INTERNATIONAL | 478 |
7.1.1 GENERAL INFORMATION ABOUT HERMÈS INTERNATIONAL | 478 |
7.1.2 ROLE OF HERMÈS INTERNATIONAL | 478 |
7.1.3 COMMENTED ARTICLES OF ASSOCIATION OF HERMÈS INTERNATIONAL | 478 |
7.1.4 SIMPLIFIED ORGANISATION CHART AND MAIN SUBSIDIARIES | 486 |
7.1.5 PRINCIPAL FLOWS BETWEEN HERMÈS INTERNATIONAL AND THE MAIN SUBSIDIARIES | 487 |
7.1.6 HERMÈS GROUP TAX POLICY | 487 |
7.1.7 INVESTMENTS | 487 |
7.2 INFORMATION ON SHARE CAPITAL AND SHAREHOLDERS AFR | 488 |
7.2.1 INFORMATION ON SHARE CAPITAL | 488 |
7.2.2 INFORMATION ON SHAREHOLDERS | 488 |
7.2.3 TRANSACTIONS PERFORMED BY CORPORATE OFFICERS AND THOSE CLOSE TO THEM ON THE SHARES OF THE COMPANY | 495 |
7.2.4 STOCK MARKET ETHICS CODE | 496 |
7.2.5 MATERIAL CONTRACTS, SHAREHOLDER PACTS AND AGREEMENTS | 497 |
7.3 DIVIDEND POLICY | 499 |
7.3.1 PRINCIPLES | 499 |
7.3.2 PROPOSAL SUBMITTED TO THE 2023 GENERAL MEETING | 499 |
7.4 STOCK MARKET INFORMATION | 500 |
7.4.1 SUMMARY OF STOCK MARKET INFORMATION | 500 |
7.4.2 HISTORY OF MONTHLY TRANSACTIONS | 500 |
7.4.3 HERMÈS INTERNATIONAL SHARE PRICE HISTORY | 501 |
7.4.4 ELEMENTS LIABLE TO HAVE AN IMPACT IN THE EVENT OF A PUBLIC OFFERING | 503 |
7.5 SHAREHOLDER INFORMATION | 504 |
7.5.1 RELATIONS WITH SHAREHOLDERS | 504 |
7.5.2 SECURITIES SERVICE | 504 |
7.5.3 DOCUMENTS AVAILABLE TO THE PUBLIC | 504 |
7.5.4 BECOMING A HERMÈS INTERNATIONAL SHAREHOLDER | 504 |
7.5.5 DIALOGUE WITH SHAREHOLDERS AND THE FINANCIAL COMMUNITY IN 2022 | 505 |
7.5.6 FINANCIAL CALENDAR FOR 2023 | 506 |
7.5.7 REGULATED INFORMATION | 506 |
7.5.8 OBLIGATIONS RELATING TO THE DECLARATION OF THRESHOLD CROSSINGS AND NOMINATIVE REGISTRATION | 506 |
8. COMBINED GENERAL MEETING OF 20 APRIL 2023 | 509 |
8.1 AGENDA | 510 |
8.1.1 ORDINARY BUSINESS | 510 |
8.1.2 EXTRAORDINARY BUSINESS | 511 |
8.2 EXPLANATORY STATEMENTS AND DRAFT RESOLUTIONS | 512 |
8.2.1 ORDINARY BUSINESS | 512 |
8.2.2 EXTRAORDINARY BUSINESS | 529 |
8.3 SUPERVISORY BOARD REPORT TO THE COMBINED GENERAL MEETING OF 20 APRIL 2023 | 545 |
8.4 STATUTORY AUDITORS' REPORTS | 547 |
8.4.1 STATUTORY AUDITORS' REPORT ON THE ANNUAL FINANCIAL STATEMENTS | 547 |
8.4.2 STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS | 547 |
8.4.3 STATUTORY AUDITORS' SPECIAL REPORT ON RELATED PARTY AGREEMENTS | 548 |
8.4.4 REPORT BY ONE OF THE STATUTORY AUDITORS, DESIGNATED AS AN INDEPENDENT THIRD PARTY, ON THE CONSOLIDATED SOCIAL, ENVIRONMENTAL AND SOCIETAL INFORMATION CONTAINED IN THE MANAGEMENT REPORT | 550 |
8.4.5 STATUTORY AUDITORS’ REPORT ON THE SHARE CAPITAL REDUCTION (NINETEENTH RESOLUTION) | 550 |
8.4.6 STATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARES AND/OR OTHER SECURITIES GIVING ACCESS TO THE SHARE CAPITAL WITH OR WITHOUT PREEMPTIVE SUBSCRIPTION RIGHTS (TWENTY FIRST, TWENTY SECOND, TWENTY FOURTH AND TWENTY FIFTH RESOLUTIONS) | 551 |
8.4.7 STATUTORY AUDITORS’ REPORT ON THE ISSUE OF ORDINARY SHARES AND/OR SECURITIES RESERVED FOR MEMBERS OF A COMPANY OR GROUP SAVINGS PLAN, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS (TWENTY THIRD RESOLUTION) | 553 |
8.4.8 STATUTORY AUDITORS’ REPORT ON THE AUTHORISATION TO GRANT EXISTING SHARES FREE OF CONSIDERATION (TWENTY EIGHTH RESOLUTION) | 554 |
9. ADDITIONAL INFORMATION | 557 |
9.1 PERSONS RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT | 558 |
9.1.1 NAME AND FUNCTION OF PERSONS RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE UNIVERSAL REGISTRATION DOCUMENT | 558 |
9.1.2 CERTIFICATION BY THE PERSONS RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT | 558 |
9.2 PERSONS RESPONSIBLE FOR AUDITING THE FINANCIAL STATEMENTS | 559 |
9.3 CONSULTATION OF REGULATORY INFORMATION | 559 |
9.4 INFORMATION INCLUDED BY REFERENCE | 560 |
9.5 CROSS REFERENCE TABLES | 562 |
9.5.1 CROSS REFERENCE TABLE FOR THE ANNUAL FINANCIAL REPORT | 565 |
9.5.2 CROSS REFERENCE TABLE FOR THE MANAGEMENT REPORT | 566 |
9.5.3 CROSS--REFERENCE TABLE FOR THE SUPERVISORY BOARD REPORT ON CORPORATE GOVERNANCE | 569 |
9.5.4 CROSS REFERENCE TABLE FOR THE UNIVERSAL REGISTRATION DOCUMENT | 571 |
9.5.5 CROSS REFERENCE TABLE FOR THE NON FINANCIAL PERFORMANCE STATEMENT | 577 |
9.5.6 TCFD REFERENCE TABLE | 578 |
9.6 GLOSSARY | 579 |