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2016 REGISTRATION DOCUMENT
HERMÈS INTERNATIONAL
242
INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL
7
PRESENTATION OF HERMÈS INTERNATIONAL AND ÉMILE HERMÈS SARL
7.1
PRESENTATION OF HERMÈS INTERNATIONAL AND ÉMILE
HERMÈS SARL
7.1.1
PRESENTATION OF HERMÈS
INTERNATIONAL
7.1.1.1
Role
Hermès International is the Group’s parent company. Its purpose is:
s
to define the Group’s strategy and its focuses for development and
diversification;
s
to oversee the operations of its subsidiaries and to provide corporate,
financial, legal and commercial assistance;
s
to manage the Group’s real estate assets;
s
to protect and defend its trademarks, designs, models, and patents;
s
to maintain a documentation centre and make it accessible to the
subsidiaries;
s
toascertainthatthestyleand imageofeachbrandname isconsistent
throughout the world and, for this purpose, to design and orchestrate
advertising campaigns, actions and publications to support the
various business activities;
s
to provide guidance in design activities and to ensure that the
Hermès spirit is consistently applied in each business line. Hermès
International derives its funds from:
•
dividends received from subsidiaries,
•
royalties from trademarks, licensed exclusively to Group subsidia-
ries, towit, Hermès Sellier, Comptoir Nouveau de la Parfumerie, La
Montre Hermès, Hermès Horizons and Faubourg Italia (amounts
concerning the 2016 financial year are presented on page 308).
Hermès brands, which belong to Hermès International, are protected by
trademarks in many countries, for all categories of products in each of
the Group’s business sectors.
Hermès International’s scope of consolidation encompasses 143 sub-
sidiaries and sub-subsidiaries. A simplified presentation of the Group
appears on page 29.
7.1.1.2
Legal form
Hermès International was converted into a
société en commandite par
actions
(partnership limited by shares) by a decision of the Extraordinary
General Meeting held on 27 December 1990, in order to preserve its
identity and culture and thus ensure its sustainability over the long term,
in the interests of the Group and all shareholders. In this legal form,
the share capital is divided into shares and there are two classes of
partners: one or more Active Partners, who actively engage in operating
the business and are jointly and severally liable for all the Company’s
debts for an indefinite period of time, and Limited Partners, who are not
actively engaged in the business and are liable only up to the amount of
their contribution.
The rules governing the operation of a
société en commandite par
actions
are the following:
s
the Active Partner or partners, who carry on the business, are jointly
and severally liable for all the Company’s debts, for an indefinite
period of time;
s
the Limited Partners (or shareholders), who contribute capital, are
liable in this capacity only up to the amount of their contribution;
s
the same party may be both an Active Partner and a Limited Partner;
s
a Supervisory Board is appointed by the Ordinary General Meeting
as a supervisory body (Active Partners, even if they are also Limited
Partners, cannot vote on the appointment of Supervisory Board
members);
s
one or more Executive Chairmen, designated from among the Active
Partners or from outside the Company, are chosen to manage the
Company.
7.1.1.3
Limited partners (shareholders)
Limited Partners:
s
appoint the Supervisory Board members, who must be selected
from among the Limited Partners, and the Statutory Auditors, at the
Shareholders’ General Meetings;
s
vote on the accounts approved by the Executive Management; and
s
appropriate earnings (including the distribution of dividends).
The main Limited Partners (shareholders) are listed on page 255.
7.1.1.4
Active partner
Since 1 April 2006, Émile Hermès SARL, represented by its Executive
Management Board, has been the sole Active Partner of Hermès
International.
The Active Partner:
s
has the authority to appoint or revoke the powers of any Executive
Chairman, on the reasoned opinion of the Supervisory Board;
s
takes the following decisions for the Group, on the Supervisory
Board’s recommendation:
•
strategic options,
•
consolidated operating and investment budgets, and
•
decides on any proposal submitted to the General Meeting pertai-
ning to the appropriation of share premiums, reserves or retained
earnings;
s
may formulate recommendations to the Executive Management on
any matter of general interest to the Group;
s
authorises any loans of Hermès International whenever the amount
of such loans exceeds 10% of the amount of the consolidated net
worth of the Hermès Group, as determined based on the consoli-
dated financial statements drawn up from the latest approved
accounts (the “Net Worth”);