HERMÈS - 2019 Universal Registration Document

CORPORATE GOVERNANCE SUPERVISORY BOARD'S' REPORT ON CORPORATE GOVERNANCE

ADMINISTRATIVE AND MANAGEMENT BODIES

3.3

SUCCESSION PLAN FOR SENIOR

3.3.1

This succession plan covers: temporary interim succession (temporary absence of an Executive s Chairman, e.g. due to illness or accident); unplanned succession (permanent impairment, death or resignation s of an Executive Chairman in the short or medium term), normal succession (medium and long term). It should be noted that the existence of two Executive Chairmen, one of which is a legal entity, guards against the Executive Management falling vacant unexpectedly. In 2019, the CAG-CSR Committee carried out an annual review of this plan. In early 2019, the CAG-CSR Committee was informed of a written memo setting out the details of the succession plan for Executive Management. This plan was given to the Active Partner. In early 2020, the CAG-CSR Committee noted that this succession plan remained unaltered. The CAG-CSR Committee has requested that the Talent Review be presented to it every two years and that the succession plan for Executive Management and the Chairman of the Supervisory Board is presented to it annually. For the succession plan of the Chairman of the Supervisory Board, refer to section 3.1.4 (page 209).

EXECUTIVES

Every two years, a 360° Human Resources review known as the “Talent Review” is performed in each subsidiary to: identify, according to demanding and selective criteria, talent capable s of holding the highest responsibilities within the House; support the development of talent through targeted and ambitious s initiatives to create conditions fostering their performance, motivation and loyalty; anticipate and manage potential staff moves (between/within s subsidiaries) and succession plans, to ensure the continuity of the organisation and take Hermès into the future. This Talent Review covers the succession of the members of the Executive Committee and of the members of the Operations Committee. A summary of, and the action plans stemming from, the 2018 Talent Review were presented to the CAG-CSR Committee at end-2018. In addition, a succession plan has been drawn up for Executive Management. In 2016, this plan was submitted orally to the CAG-CSR Committee, which commended its quality and its appropriateness.

3

THE GROUP’S MANAGEMENT (ROLE AND COMPOSITION, LIST OF OFFICES AND FUNCTIONS

3.3.2

PERFORMED) THE ACTIVE PARTNER AND ITS EXECUTIVE MANAGEMENT BOARD

3.3.2.1

Role

Composition at 31/12/2019

The Active Partner is jointly and severally liable for all the Company’s debts, for an indefinite period of time. The Active Partner has the authority to appoint or revoke the powers of the Executive Chairman, after receiving the reasoned opinion of the Supervisory Board. The Active Partner makes all decisions pertaining to the Group’s strategic options, consolidated operating and investment budgets, and recommendations to the General Meeting with respect to the distribution of share premiums, reserves and retained earnings, on the recommendation of the Supervisory Board. It may submit recommendations to the Executive Management on any matter of general interest to the Group. It authorises all Company loans, sureties, endorsements and guarantees, any pledges of collateral and encumbrances on the Company’s property, as well as the creation of any company or acquisition of an interest whenever the investment amounts to more than 10% of the Group’s consolidated net worth.

THE ACTIVE PARTNER Émile Hermès SARL Active partner, represented by its Executive Management Board:

Mr Henri-Louis Bauer Executive Chairman, Chairman and Member of the Executive Management Board Mr Frédéric Dumas Vice-Chairman and member of the Executive Management Board Ms Pascale Mussard Vice-Chairwoman and member of the Executive Management Board

Other members of the Executive Management Board :

s Ms Sandrine Brekke s Ms Capucine Bruet s Ms Alice Charbin s Mr Édouard Guerrand

s MrLaurentE.Momméja s Mr Jean-BaptistePuech s Mr Guillaume deSeynes

2019 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

197