Hermès - Registration Document 2016

CORPORATE GOVERNANCE

COMPENSATION AND BENEFITS PAID TO CORPORATE OFFICERS

SUPERVISORY BOARD, AUDIT COMMITTEE AND COMPENSATION, APPOINTMENTS AND GOVERNANCE COMMITTEE

A breakdown of effective compensation paid to the Executive Chairmen set by the Executive Management Board of Émile Hermès SARL for the last two financial years is provided in Table 2 on page 142. Each year, the Compensation, Appointments and Governance Committee of the Supervisory Board of Hermès International is responsible for ascertai- ning that compensation paid to the Executive Chairmen complies with the provisions of the Articles of Association and the decisions made by the Active Partner. In order to comply with the AFEP-MEDEF Corporate Governance Code, Axel Dumas decided, on 5 June 2013, to end his employment contract when he was appointed as Executive Chairman of Hermès International. Service agreements No Executive Chairman directly or indirectly invoices services to the Company. By a services contract dated 1 September 2005, amended several times since, Émile Hermès SARL wished to use the services of Hermès International to fulfil routine or exceptional duties in legal matters, financial matters or secretarial matters. 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 regulated agreements, as indicated in the special report from the Statutory Auditors on pages 307 to 309. Directors’ fees in the Company and in the subsidiaries of the Group The Executive Chairmen do not receive any Directors’ fees paid by the Company or by the subsidiaries of the Group. Note that the rules for the distribution of directors’ fees within the Group specify that the members of the Executive Committee of Hermès International who are Directors in subsidiaries do not receive directors’ fees in this regard. ACTIVE PARTNER Under the terms of Article 26 of the Articles of Association, the Company pays0.67%of thedistributableprofits to theActivePartner. Theamounts paid in respect of the last two financial years are shown in the table below: 3.4.1.2 3.4.1.3 3.4.2

3.4.3

3.4.3.1 Directors’ fees and compensation Supervisory Board members receive directors’ fees and compensation in a total amount that is approved by the shareholders at the General Meeting and that is apportioned by the Supervisory Board. Compensation paid to members of the Audit Committee and of the Compensation, Appointments and Governance Committee is deducted from the total amount of directors’ fees. The principles for apportioning directors’ fees are set out in the report from the Chairman of the Supervisory Board on page 117. Table 3 on pages 142 to 144 details the directors’ fees and other com- pensation received by the members of the Supervisory Board from Hermès International and the companies that it controls according to the meaning of Article L. 233-16 of the French Commercial Code (Code de commerce) over the last two financial years. The members of the Supervisory Board of a société en commandite par actions (partnership limited by shares) may be bound to the Company by an employment contract with no condition other than that resulting from the existence of a relationship of subordination with the Company and the recognition of effective employment. Two members of the Supervisory Board have an employment contract with Hermès International or one of its subsidiaries: s JulieGuerrand (DeputyManagingDirector/FinanceandOrganisation of the Hermès Cuirs Précieux division); s Frédéric Afriat (chief accountant at the Comptoir Nouveau de la Parfumerie, Hermès Parfums). For reasons of confidentiality, the salaries paid to them are not communicated. Stock subscription and purchase options No stock subscription or purchase options were allotted to Supervisory Board members during FY 2016, nor were any such options exercised by those persons. Allocation of free shares JulieGuerrandwas allocated free shares in 2016 in respect of her duties as Deputy Managing Director/Finance and Organisation of the Hermès Cuirs Précieux division, under the terms of the decisions of the Executive Management of 31 May 2016 described on page 146. Denis Marmonier was allocated free shares in 2016 in respect of his duties as Transfer Manager at Siegl under the terms of the decisions of the Executive Management of 31 May 2016 described on page 146. Frédéric Afriat was allocated, in his role as chief accountant at Comptoir NouveaudelaParfumerie,andpriortohisappointmenttotheSupervisory Board, bonus shares within the conditions of the decisions taken by Executive Management on 31 May 2016, detailed on page 146. 3.4.3.2

3

2016

2015

Émile Hermès SARL

€7,311,168.66

€5,646,531.33

2016 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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