HERMÈS - 2019 Universal Registration Document

CORPORATE GOVERNANCE SUPERVISORY BOARD'S' REPORT ON CORPORATE GOVERNANCE

determined the allocation of net income to be put to the General s Meeting of 4 June 2019; reviewed the situation of certain equity investments; s formally noted proposals for Group acquisitions, disposals and equity s investments; formally noted investment proposals; s examined the reports and work of the Audit and Risk Committee s described starting on page 252 and seq ; was informed of changes in the composition of the Executive s Committee. In 2019, the Supervisory Board, in particular: authorised and reclassified, as necessary, related-party agreements s and carried out an annual review of those for which the effects were ongoing (see the Supervisory Board’s report to the General Meeting on page 437 and 438); approved the explanatory memorandum and the resolutions put to s the Combined General Meeting of 4 June 2019 and acquainted itself with the reports drawn up by the Executive Management; formally noted the summary statement of services provided by s Hermès International to Émile Hermès SARL in 2018 and projections for 2019; discussed the Company’s policy with regard to gender equality and s equal pay; approved the updated lists of authorised signatories and banks of s Hermès International; renewed (overall limit given to the Executive Management in favour of s subsidiaries) or authorised (special authorisations) the sureties, endorsements or guarantees granted by Hermès International; conducted the annual review of all sureties, endorsements and s guarantees granted and still in force; drew up responses to the opinion of the Social and Economic s Committee on the Company’s strategic orientations; approved the updated Hermès Group Stock Market Ethics Code; s noted the responsibility inherent in holding inside information; s reviewed the annual report of the Chairman of the Supervisory Board s on his duties with regard to shareholder dialogue; was informed of the content and impact of legislative and regulatory s developments affecting the Supervisory Board. RECOMMENDATIONS, AUTHORISATIONS 3.4.8.2 AND OTHER ITEMS

reviewed and/or approved the reports and work of the CAG-CSR s Committee described starting on page 250; set the allocation and payment of compensation and directors’ fees s for 2018 to Board and Committee members; kept itself informed at each meeting of all transactions carried out by s the Executive Chairmen pursuant to the AMF’s position-recommendation set out in DOC-2016-08 “Guide to permanent information and managing inside information”; was informed of the setting by the Executive Management Board of s Émile Hermès SARL, Active Partner, of the Executive Chairmen’s 2019 compensation and the incorporation of a CSR criterion for the 2020 compensation in respect of 2019; approved the proposals of reappointment or replacement of members s of the Supervisory Board to be considered at the General Meeting; decided how new independent members are to be recruited and how s the target profile is to be defined; noted the resignation of Ms Sharon MacBeath from her position as s member of the Supervisory Board; was informed by the Executive Management of the adoption of free s share allocation plans; decided on the composition of the Audit and Risk Committee and the s CAG-CSR Committee after the General Meeting. At each meeting the CAG-CSR Committee informed the Supervisory Board of current events relating to governance ( e.g . AMF reports, Afep-Medef reports, HCGE report and implementation guide, IFA studies). Ethics and compliance issues as well as the related programmes have been shared regularly with the Supervisory Board since 2015. Since 11 September 2018, the Supervisory Board’s rules of procedure have included new duties relating to the system for the prevention and detection of corruption and influence-peddling (section 1.2.4.2.), following the revision of the Afep-Medef Code in June 2018. On 16 November 2018, the Audit and Risk Committee was assigned a new duty relating to the prevention of corruption: Ensure the implementation of a system for the prevention and detection of corruption and influence-peddling. On 19 March 2019, the Supervisory Board decided to rename the Audit Committee the “Audit and Risk Committee”. In 2019, the Supervisory Board was informed about ethics and compliance programmes and on the progress of the corruption prevention plan in compliance with law 2016-1691 of 9 December 2016, known as “Sapin II”, within the Group. ETHICS AND COMPLIANCE – PERSONAL DATA 3.4.8.4 PROTECTION

3

GOVERNANCE – APPOINTMENTS –

3.4.8.3

COMPENSATION

In 2019, the Supervisory Board: approved the updated rules of procedure of the Supervisory Board, s the CAG-CSR Committee and the Audit and Risk Committee;

2019 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

245