Hermès - Registration Document 2016
COMBINED GENERAL MEETING OF 6 JUNE 2017 SUPERVISORY BOARD’S REPORT TO THE COMBINED GENERAL MEETING OF 6 JUNE 2017
SUPERVISORY BOARD’S REPORT TO THE COMBINED GENERAL MEETING OF 6 JUNE 2017
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None of these agreements changed significantly in their amounts or financial terms in 2016. In 2016, no agreement was downgraded for no longer meeting the cri- teria to be considered a related-party agreement due to a change in circumstances. Pursuant to Article L. 225-38 of the French Commercial Code (Code de commerce) amended by ordinance 2014-863 of 31 July 2014, the authorisation decisions of the Supervisory Board as of 1 August 2014 are all reasoned decisions. A review of regulated agreements and com- mitments has been carried out by the Supervisory Board every year since2013, inaccordancewithproposal no. 27of AMF recommendation no. 2012-05 regarding Shareholders’ General Meetings of listed com- panies that were incorporated in the French Commercial Code (Code de commerce) (Article L. 225-40-1) by the above-cited ordinance. Following the review in 2016, the Board had no comments to make.
In accordancewith legal and regulatory requirements, we hereby present our report for the year ended 31 December 2016. We first wish to inform you that: s the Executive Management has kept us regularly informed of the Company’s business operations and results; s the statement of financial position, statement of profit or loss and notes thereto have been provided to us as required by law; s transactions subject to prior approval by theSupervisory Boardunder the terms of special provisions contained in the Company’s Articles of Association have been duly approved by us, as is duly demons- trated hereafter; s theSupervisory Board hasmet on a regular basis to decide on various matters within its exclusive competence, under the terms of 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 sta- tements for the year ended31December 2016. We recommend that you approve the financial statements. ALLOCATION OF NET INCOME On 7 February 2017, the Executive Management decided to pay an interim dividend of €1.50 per share. This interim dividend was paid on 24 February 2017. We recommend that you approve the proposed allocation of net income as set out in the resolutions submitted to you for approval, calling for a net ordinary dividend of €3.75 per share After the deduction of the interim dividend, the balance of €2.25 per share will be detached as of 8 June 2017 and paid on 12 June 2017, following the positions adopted on 9 June 2017. 2. 1. OBSERVATIONS ABOUT THE PARENT COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
ACTIVITY OF THE SUPERVISORY BOARD
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On page 117 of the report by the Chairman of the Supervisory Board, you will find the activities of the Supervisory Board in 2016.
COMPOSITION OF THE SUPERVISORY BOARD
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We fully commit to the proposition that has been made to you, to:
s renew, for the statutory period of three years, the mandates that are set to expire for:
• Ms Monique Cohen, • Mr Renaud Momméja, • Mr Éric de Seynes;
s appoint to the Supervisory Board:
• Ms Dorothée Altmayer, • Ms Olympia Guerrand.
The term of their appointment was determined by drawing lots at three years and one year, respectively, under the by-law rule of rotation by thirds each year. On page 113 of the report by the Chairman of the Supervisory Board, you will find a progress report of the mission to change the composition of the Supervisory Board, entrusted since 2011 to the Compensation, Appointments and Governance Committee.
RELATED-PARTY AGREEMENTS AND COMMITMENTS
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Because no related-party agreement requiring the authorisation of the Supervisory Board was established in 2016, we ask you to note that there are no such agreements or commitments to approve. The agreements and commitments approved previously by the General Meeting are presented in the Statutory Auditors’ special report on the agreements and commitments mentioned in Articles L. 226-10, L. 225-38 to L. 225-43 of the French Commercial Code that appears on pages 307 to 309.
2016 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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