Paris, 20 February 2023
EXECUTIVE CHAIRMEN COMPENSATION
In accordance with the AFEP/MEDEF Corporate Governance Code updated in December 2022 (art. 27.1) HERMES INTERNATIONAL discloses information on all potential or acquired elements of its Executive Chairmen compensation, immediately following the Board meeting having established these elements.
The compensation elements detailed below are all in line with the Executive Chairmen compensation policy approved by the Shareholders’ General Meeting of April 20, 2022 and presented in the 2021 Universal Registration Document (Chapter 3 « Corporate Governance » § 3.8.1. page 293 et seq.).
2023 Fixed compensation and Variable compensation in respect of 2022 financial year1
2023 Fixed compensation (« Additional »)
The 2023 fixed compensation was calculated by applying to the fixed remuneration for 2022 the variation in the Company's consolidated revenue for the 2022 financial year compared to the 2021 financial year, i.e. an increase of +23.4 %.
Émile Hermès SAS' fixed compensation for 2022 was therefore set at €749,081, and the one of Mr Axel Dumas was set at €2,203,574 (actual amounts to be paid).
Variable compensation in respect of 2022 financial year (« Statutory »)
At its meeting of 6 January 2023, the CAG-CSR committee evaluated the level of achievement of the CSR criterion applicable to 10% of the variable compensation of the Executive Chairmen and noted that the three indicators making up the criterion were fully achieved. As a result, the variable compensation, awarded in respect of financial year 2022, has been calculated by applying to the variable compensation effectively paid in 2022 (in respect of the 2021 financial year) the change in the Company’s consolidated net income before tax for financial year 2022 compared with 2021, i.e. an increase of +35.1%.
Émile Hermès SAS' variable compensation for 2023 was therefore set at €1,701,490, and the one of Mr Axel Dumas was set at €3,648,702 (actual amounts to be paid).
Pursuant to article L.22-10-77 II of the French Commercial Code, the payment of this variable compensation is subject to the approval of the respective resolutions to be submitted to the vote of the shareholders at the General Meeting of April 20, 2023.
The actual compensation of the Executive Chairmen has been submitted to:
a decision of February 15, 2023 by the Management Board of the General Partner (Conseil de gérance de l’associé commandité) that strictly applied the principle of variability contained in the statutory provisions,
a compliance control with the articles of association and the compensation policy by the CAG-CSR Committee at its meeting of February 15, 2023,
a deliberation by the Supervisory Board at its meeting of February 16, 2023.
The Company’s corporate governance practices and the compensation policy of the Executive Chairmen will be set out in detail in the Company’s 2022 Universal Registration Document.
1 As a reminder:
In the context of the Covid 19 epidemic, the Executive Chairmen waived in 2020 the increase (i) in their 2020 fixed compensation and (ii) in their 2020 gross annual variable compensation, allocated in respect of the 2019 financial year, and therefore received in 2020 fixed and variable compensation amounts identical to those received in 2019;
The 2021 fixed compensation, determined in accordance with the compensation policy, was equal to the 2020 actual fixed compensation;
The Executive Chairmans waived in 2022 more than 75% of the increase, as provided for in the applicable remuneration policy, and therefore received in 2022 an effective fixed remuneration that was 10% higher than the effective fixed remuneration 2021.