HERMÈS - 2019 Universal Registration Document

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CORPORATE GOVERNANCE SUPERVISORY BOARD'S' REPORT ON CORPORATE GOVERNANCE

COMPOSITION OF THE SUPERVISORY

3.4.3

No person over the age of 75 may be appointed to the Supervisory Board if their appointment has the effect of bringing more than one-third of Board members over that age (Article 18.3 of the Articles of Association). The Supervisory Board elects a Chairman (a natural person) and two Vice-Chairmen from among its members (Article 19.2 of the Articles of Association).

BOARD APPLICABLE PRINCIPLES

3.4.3.1

The Supervisory Board comprises three to fifteen members (not including employee representatives) selected from among shareholders who are neither an Active Partner nor the legal representative of an Active Partner nor an Executive Chairman (Article 18.1 of the Articles of Association). They are appointed by the Shareholders’ Ordinary General Meeting (Article L. 226-4 of the French Commercial Code ( Code de commerce )). When appointments to the Supervisory Board come up for renewal, the number of Supervisory Board members is set by a decision adopted by the Active Partner. One member of the Supervisory Board representing the Group’s employees (or two if the Supervisory Board has more than eight members) is designated by the Group Works Council pursuant to paragraph 3 of Article L. 225-79-2 II of the French Commercial Code ( Code de commerce). T he Group Committee appoints a man and a woman when two employee representatives are appointed. The term of office of the members of the Supervisory Board is three years (Article 18.2 of the Articles of Association). This duration may be less: at the time of first appointment, in accordance with the principle of s replacing one-third of the Supervisory Board, as set out in Article 18.2 of the Articles of Association; if there is a renewal, in accordance with the rules relative to the s duration of the term of office for independent members or to the age limit. After the General Meeting of 2 June 2009, the Company instituted the practice of replacing one-third of Supervisory Board members each year.

COMPOSITION OF THE SUPERVISORY BOARD

3.4.3.2

AT 31 DECEMBER 2019

The Company is governed by a Supervisory Board consisting of 14 members, 12 of whom are selected from among shareholders who are neither an Active Partner nor the legal representative of an Active Partner nor an Executive Chairman. As the provisions of Article L. 225-79-2 of the French Commercial Code ( Code de commerce ) are applicable to the Company, two employee representatives have been appointed by the Group Works Council to the Supervisory Board. Mr Frédéric Afriat’s term of office as employee representative on the Supervisory Board expired on 8 November 2019. At this time, the Group Works Council proposed appointing two new representatives without waiting for the amendment to Article 18.6 of the Articles of Association made necessary by law 2019-486 of 22 May 2019 on the growth and transformation of companies (known as the “Pacte” law), which is to be submitted to the General Meeting of 24 April 2020. This appointment was made at the Group Works Council meeting of 12 November 2019. All the Supervisory Board members are French except Ms Olympia Guerrand, who is Franco-Portuguese, and Mr Alexandre Viros, who is Franco-American. Ms Nathalie Besombes, Corporate Law and Stock exchange regulations Director and Securities Compliance Officer, is the Supervisory Board Secretary.

2019 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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