HERMÈS - 2019 Universal Registration Document

CORPORATE GOVERNANCE SUPERVISORY BOARD'S' REPORT ON CORPORATE GOVERNANCE

STOCK MARKET ETHICS CODE

ATTENDANCE

3.4.6.2

3.4.6.3

On 26 January 2011 the Supervisory Board adopted an ethics charter with the aim of contributing to the quality of the work of Supervisory Board members by promoting the application of corporate governance principles and best practices in terms of ethics and effectiveness. In early 2017, the Supervisory Board’s ethics charter was replaced: by the Hermès Group Stock Market Ethics Code which lays out s ethical guidelines on Preventing Insider Trading, Market Ethics, Closed Period Obligations, and Disclosure Obligations. This Code, whose implementation is recommended by the AMF, came into force on 1 February 2017 as part of the update of the market abuse prevention system within the Hermès Group; by the Supervisory Board’s rules of procedure , which adopted in full s the remaining provisions. A summary of the seventh version of the Hermès Group Stock Market Ethics Code dated 10 September 2019 is provided on page 397, and each update is made available online at https://finance.hermes.com/en/ Corporate-Governance/Management-Bodies/The-Supervisory-Board.

The Supervisory Board’s rules of procedure (Article 1.1.3.8.) note that members of the Supervisory Board shall regularly and diligently take part in meetings of the Board and its committees to which they belong. The principles governing the allocation of compensation to Supervisory Board members adopted by the Board include a variable component proportional to attendance at meetings, which is currently 64.54% for the Supervisory Board and 60.00% for the specialised committees (see “Specific principles applicable to the compensation policy for members of the Supervisory Board” on page 262). Remote attendance using telecommunications facilities must remain exceptional but is remunerated under the same conditions. During financial year 2019, eight meetings of the Supervisory Board, six meetings of the Audit and Risk Committee and seven meetings of the CAG-CSR Committee were held, with the regular attendance of almost all of its members, as shown in the table below:

3

Attendance at Supervisory Board meetings

Attendance at Audit and Risk Committee meetings

Attendance at CAG-CSR Committee meetings

2019

Average attendance

96.15% 100.00% 100.00% 87.50% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 75.00% 100.00% 100.00% 100.00% 66.67% 100.00%

90.00%

100.00%

Éric de Seynes (Chairman)

n/a

n/a n/a

Monique Cohen (Vice-Chairwoman) Dominique Senequier (Vice-Chairwoman)

100.00%

n/a n/a

100.00%

Dorothée Altmayer Charles-Éric Bauer

n/a n/a

100.00% 66.67%

Estelle Brachlianoff (joined on 04/06/2019)

100.00%

Pureza Cardoso, employee representative (joined on 12/11/2019)

n/a n/a n/a n/a n/a n/a

n/a

Matthieu Dumas Blaise Guerrand Julie Guerrand Olympia Guerrand

100.00%

n/a n/a n/a n/a

Rémy Kroll, employee representative (joined on 12/11/2019)

Sharon MacBeath (resigned on 20/03/2019)

100.00% 83.33% 66.67% 100.00%

100.00%

Renaud Momméja

n/a

Robert Peugeot (resigned on 04/06/2019) Alexandre Viros (joined on 04/06/2019)

100.00%

n/a Attendance calculated by establishing the ratio between the number of meetings actually attended and the number of meetings applicable to each member. n/a: not applicable.

CONFLICTS OF INTEREST – BUSINESS RELATIONSHIPS – SERVICE CONTRACTS WITH BENEFITS

interest in which they might be involved. In cases where a conflict of interest cannot be avoided, they shall refrain from taking part in any discussions or decisions related to the matters concerned. Each member of the Supervisory Board must also draw up a signed declaration stating whether or not there is a conflict of interest, even a potential one: at the time of his or her appointment; s

3.4.6.4

Article 1.1.3.6 of the Supervisory Board’s rules of procedure states that:

Members of the Supervisory Board shall endeavour to avoid any possible conflict between their moral and material interests and those of the Company. They shall inform the Supervisory Board of any conflicts of

2019 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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