HERMÈS - 2020 Universal registration document

CORPORATE GOVERNANCE ORGANISATION OF THE SUPERVISORY BOARD

APPOINTMENT OF THE CHAIRMAN AND VICE-CHAIRMEN

3.3.1.2

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).

TERM OF OFFICE

3.3.1.3

Category

Appointment procedures

Term of office

Number

Board members

Appointment by the Shareholders’ General Meeting

3 years (until the end of the 3rd Ordinary General Meeting following their appointment)

12

Board members representing employees

Designated by the Group Works Council 3 years (from the date of their appointment)

2

AGE LIMIT

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. Following the General Meeting of 2 June 2009, the Company has introduced, in accordance with the recommendations of the Afep-Medef Code, the practice of replacing one-third of Supervisory Board members each year.

3.3.1.6

3

Pursuant to Article 18.3 of the Articles of Association “No person over the age of 75 May be appointed to the Supervisory Board if their appointment would result in more than one-third of Board members being over that age”. The Chairman and Vice-Chairmen are not subject to any age limit other than the collective age limit applicable to all Board members. No member of the Supervisory Board has reached the age of 75 and the oldest member was 67 in 2020. The breakdown of Board members by age group is detailed in the "Age" chart on page 224.

CO-OPTATION

3.3.1.4

EMPLOYEE REPRESENTATION ON THE SUPERVISORY BOARD

3.3.1.7

In the event of a vacancy, the Supervisory Board may appoint a new member of the Board on a provisional basis, subject to ratification by the next Ordinary General Meeting, for the remaining term of office of his or her predecessor.

3.3.1.7.1 Members of the Supervisory Board representing employees (with voting rights)

Pursuant to Article L. 225-79-2 of the French Commercial Code, two members of the Supervisory Board representing the Group’s employees (one woman and one man) sit on the Board with voting rights. The process for selecting the members of the Supervisory Board representing employees is described § 3.3.1.1. They have the same status, rights and obligations as any other member of the Supervisory Board, including confidentiality. They are required to comply with the Board’s rules of procedure. The members of the Supervisory Board representing employees are not counted for the purpose of determining the minimum and maximum number of members of the Supervisory Board, nor for the calculation of the diversity of the Board or the proportion of independent members. Their term of office as members of the Supervisory Board is three years.

NUMBER OF SHARES TO BE HELD BY MEMBERS

3.3.1.5

OF THE SUPERVISORY BOARD

The rules of procedure, since their adoption in 2009, require Supervisory Board members, except for the employee representatives, for whom this requirement is waived, to own a relatively significant number of registered shares. The number was originally set at 200. In view of the high Hermès International share price, the number of shares to be held by the members of the Board was reduced in 2019 to 100 shares. At the Hermès International share price as at 31 December 2020 (€879.60), this represents more than three years of compensation for a member of the Board. The Supervisory Board meeting of 11 January 2021 noted that all members of the Supervisory Board continued to comply with this obligation at 31 December 2020. The number of shares held by each member of the Supervisory Board is shown § 3.9.1. Information on the restrictions on the sale of shares by members of the Supervisory Board is provided § 3.9.2.3.

2020 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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