138 / 330
2016 REGISTRATION DOCUMENT
HERMÈS INTERNATIONAL
138
CORPORATE GOVERNANCE
3
COMPENSATION AND BENEFITS PAID TO CORPORATE OFFICERS
3.4
COMPENSATION AND BENEFITS PAID TO CORPORATE OFFICERS
The tables cited and presented on pages 141 to 146 have been numbe-
red by reference to the AMF’s recommendation 2009-2016, amended
13 April 2015, on information on compensation of Corporate Officers to
be disclosed in registration documents, except Tables 11 and 12, which
were numbered by the Company.
The Executive Chairmen, the Active Partner and the members of the
Supervisory Board are shareholders and in this regard received an ordi-
nary dividend of €3.35 in 2016.
3.4.1
EXECUTIVE CHAIRMEN
3.4.1.1
Elements of compensation
A detailed presentation of the principles and the amount (or the valua-
tion) of the elements of the compensation of each Executive Chairman is
shown in the description of the resolutions on pages 286 to 290.
This presentation covers the following elements:
s
gross annual statutory variable compensation;
s
gross annual additional compensation;
s
deferred variable compensation;
s
multi-year variable compensation;
s
exceptional compensation;
s
share options, performance-based shares or any other element of
long-term compensation;
s
compensation for assumption of duties;
s
severance payment;
s
non-competition payment;
s
supplementary pension plan;
s
directors’ fees;
s
valuation of benefits of any kind.
All compensation elements that are potential or acquired by Executive
Chairmenaremadepublic immediatelyafterthemeetingoftheExecutive
Management Board that decided them by a press release published on
the Company’s financial website
http://finance.hermes.com.The table below summarises the press releases relative to the elements
of compensation of Executive Chairmen published over the last two
financial years:
Date of publication
Press releases
2016
25 March 2016
Potential or acquired elements
of compensation of Executive Chairmen
2015
27 March 2015
Potential or acquired elements
of compensation of Executive Chairmen
Each Executive Chairman has the right to receive certain compensation
in accordance with Articl 17 of the Articles of Association, and may also
receiveadditionalcompensation,themaximumamountofwhich isdeter-
mined by the Ordinary General Meeting with the unanimous approval
of the Active Partners. Within these limits, the Active Partner decides
on the effective compensation of each of the Executive Chairmen each
year. It uses the recommendations of the CAG Committee and takes into
account in its decision the performance achieved by theGroup in respect
of the year, the strategic challenges in respect of the Group’s medium-
and long-term development and the competitive environment in which
it operates.
1.
Fixed compensation – or additional compensation according to the
Articles of Association, was introduced by a decision of the Ordinary
General Meeting of 31 May 2001, which limited it to €457,347.05
and provided for its indexation, upwards only, on the increase in the
consolidated revenue for the previous financial year at constant
exchange rates and on the same scope of consolidation, by compari-
son with revenue for the next to last financial year. In accordance with
the principle thus determined and to facilitate understanding of the
procedures for calculating the additional compensation of Executive
Chairmen before indexing, the Company has always called it “fixed
compensation”, by analogy with market practices.
2.
The mode of calculation of the variable or statutory compensation
provided under Article 17 of the Articles of Association has remained
constant since the IPO on 3 June 1993. It is according to the consoli-
dated pre-tax earnings, made pursuant to the previous financial year,
within the limit of 0.2% of these earnings. Thismode of determination
naturally leads to a strict variability of the statutory compensation of
Executive Chairmen, transparently and without any guarantee of a
minimum amount. With an objective of clarity, the statutory compen-
sation of Executive Chairmen is known as “variable compensation”,
by analogy with market practices.
Changes to the two components of the compensation of Executive
Chairmen depends upon objective and intelligible quantitative criteria
that have been unchanged for many years, which are public and prede-
fined by nature.
Henri-Louis Bauer, Legal Representative of Émile Hermès SARL,
Executive Chairman, does not personally receive any compensation from
Hermès International. He receives compensation from Émile Hermès
SARL for his functions as Executive Chairman of this Company, which are
unrelated to the appointment as Executive Chairman of Émile Hermès
SARL in Hermès International.
The Executive Chairmen do not receive any compensation or benefits of
any kind from the subsidiaries of Hermès International.