HERMÈS - 2019 Universal Registration Document

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CORPORATE GOVERNANCE SUPERVISORY BOARD'S' REPORT ON CORPORATE GOVERNANCE

reasons attributable to them or for any other reason, including reasons pertaining to the rules specific to the Company, they must inform the Chairman of the Supervisory Board, seek solutions to remedy this situation and, if unable to do so, accept the resulting personal consequences regarding the fulfilment of their mandate. Annex: Articles 18, 19, 20 of the Articles of Association (see pages 383 to 385) CAG-CSR COMMITTEE RULES 3.7.2 OF PROCEDURE Entered into force on 24 March 2010 – Version No. 7 modified on 16 November 2018

Rules governing reimbursement of accommodation and travel 3.2 expenses Supervisory Board members are reimbursed for travel (from their principal residence), accommodation and restaurant expenses incurred to attend the Supervisory Board and Committee meetings, upon presentation of substantiating documents or receipts. The Board determines applicable the policy for the reimbursement of expenses which should be based upon the rules applicable to Group employees. This policy lists the eligible transportation classes and the limits for expenses incurred for each meeting of the Supervisory Board, of the Audit and Risk Committee and of the CAG-CSR Committee. These reimbursements apply only to meetings of the Board and of the committees, and do not in any case apply to General Meetings. 3.3 Participation in General Meetings Members of the Supervisory Board, and particularly those who are also a member of a Specialised committee, are strongly encouraged to participate in General Meetings.

Purpose

The Compensation, Appointments, Governance and CSR Committee or “CAG-CSR Committee” of Hermès International is a Specialised committee of the Supervisory Board.

3.4 Application of the rules of procedure

If a member of the Supervisory Board ceases to be in a position to perform their duties in accordance with the rules of procedure, either for

It was first set up on 26 January 2005 and the Board decided to progressively assign it new duties and responsibilities, renaming it as follows:

26 January 2005 18 March 2009 20 January 2010 16 November 2018

Compensation Committee

Compensation and Appointments Committee

Compensation, Appointments and Governance Committee Compensation, Appointments, Governance and CSR Committee

These rules of procedure define the composition, duties, structure and functioning of the CAG-CSR Committee of Hermès International, which acts under the collective and exclusive responsibility of the Supervisory Board. Their purpose is to enhance the quality of the CAG-CSR Committee’s work by promoting the application of good corporate governance principles and best practices, in the interests of ethics and greater effectiveness. 1. Composition of the CAG-CSR Committee Chairmanship – Number of members 1.1 The Chairman of the CAG-CSR Committee is appointed by the Supervisory Board. The Compensation and Governance Committee comprises at least three members of the Supervisory Board. Proportion of independent members 1.2 At least half of the members of the CAG-CSR Committee must, at the time of their appointment and for the duration of their office, be qualified as independent as defined in the Supervisory Board rules of procedure.

the Supervisory Board or for any other period defined by the Supervisory Board. They may be reappointed indefinitely. 2. Duties of the CAG-CSR Committee The CAG-CSR Committee studies and prepares certain proceedings of the Supervisory Board and submits its opinions, proposals or recommendations to the Board. Without prejudice to the powers of the Supervisory Board, which it does not replace, the duties of the CAG-CSR Committee are to: With respect to compensation: be consulted and draw up recommendations from the Supervisory s Board to the Executive Management on the terms governing the compensation paid to Executive Committee members; be consulted and draw up recommendations from the Supervisory s Board to the Executive Management on the terms and conditions of granting any stock options and free shares to Executive Committee members; draw up proposals and opinions on the total amount and distribution, s in particular on the basis of attendance of Supervisory Board members at meetings, of directors’ fees and other compensation and benefits awarded to members of the Supervisory Board and its committees;

Term of appointment to the CAG-CSR Committee 1.3

The members of the CAG-CSR Committee are appointed by the Supervisory Board for the duration of their term of office as a member of

2019 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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