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2016 REGISTRATION DOCUMENT
HERMÈS INTERNATIONAL
139
CORPORATE GOVERNANCE
3
COMPENSATION AND BENEFITS PAID TO CORPORATE OFFICERS
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.
3.4.1.2
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.
3.4.1.3
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.
3.4.2
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:
2016
2015
Émile Hermès SARL
€7,311,168.66
€5,646,531.33
3.4.3
SUPERVISORY BOARD, AUDIT
COMMITTEE AND COMPENSATION,
APPOINTMENTS AND GOVERNANCE
COMMITTEE
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.
3.4.3.2
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.