HERMÈS - 2020 Universal registration document

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CORPORATE GOVERNANCE FUNCTIONING OF THE SUPERVISORY BOARD

FUNCTIONING OF THE SUPERVISORY BOARD

3.4

ROLE OF THE SUPERVISORY BOARD

3.4.1

ensures that the Executive Corporate Officers implement a policy of s non-discrimination and diversity, notably with regard to the balanced representation of men and women on the governing bodies; considers what the desirable balance of its membership and that of s the Board committees should be, particularly in terms of diversity (gender representation, nationalities, age, qualifications, professional experience, etc.). Certain decisions of the Supervisory Board are prepared by specialised committees (see § 3.5). Details of the subjects dealt with by the Supervisory Board in 2020 are provided § 3.4.3.

DUTIES OF THE SUPERVISORY BOARD

3.4.1.1

As briefly presented in the § "Governance by nature dissociated" on page 222, the primary role of the Supervisory Board of a société en commandite par actions (part nership limited by shares) is to maintain ongoing control over the Company’s management in accordance with the law and the Articles of Association. 3.4.1.1.1 Legal and statutory duties In this respect, the Supervisory Board is responsible for evaluating the advisability of strategic choices; monitoring the correctness of Executive Management’s actions; ensuring equal treatment of all shareholders; and verifying the procedures implemented by the Company to ensure the fairness and accuracy of the parent company and consolidated financial statements. To fulfil these obligations, every year, the Supervisory Board presents any comments it may have on the parent company financial statements, decides on the proposed allocation of net income, and provides all recommendations and authorisations. The functions exercised by the Supervisory Board do not entail any interference with the Executive Management, or any liability arising from the management’s actions or from the results of such actions. The Supervisory Board describes the due diligence procedures it carried out during the financial year ended 31 December 2020 in a report presented to the General Meeting called to approve the financial statements (see in chapter 8 “Combined General Meeting of 4 May 2021”, § 8.3). In accordance with Article L. 22-10-78 of the French Commercial Code, the Supervisory Board also presents this report on corporate governance. 3.4.1.1.2 Governance assignments not covered by the Articles of Association The rules of procedure (Article 1.2.4.) provide, in respect of governance assignments not covered by the Articles of Association, that the Supervisory Board: approves or refuses the acceptance by an Executive Chairman of any s new office in a listed company; is informed about market developments, the competitive environment s and the most important aspects facing the Company, including in the area of social and environmental responsibility; regularly reviews, via the Audit and Risk Committee, the opportunities s and risks, such as financial, legal, operational, social and environmental risks, as well as the measures taken accordingly; is regularly informed of the Company’s financial position, cash s position and commitments; ensures the establishment of a system for preventing and detecting s corruption and influence-peddling;

DUTIES OF THE CHAIRMAN OF THE SUPERVISORY BOARD

3.4.1.2

3.4.1.2.1 General duties

The main duties of the Chairman of the Supervisory Board are as follows: call meetings of the Supervisory Board, determine the agenda s and chair meetings; organise the work and lead the discussions of the Supervisory s Board and report to the General Meeting; ensure the quality of discussions and the collegiality of Board s decisions; oversee the proper functioning of the Board and its committees s in accordance with the principles of good governance and ensure that the members of the Board are able to fulfill their duties; ensure proper coordination with the Active Partner Émile s Hermès SARL, in particular by participating in the meetings of the Executive Management Board and by chairing the meetings of the Joint Council; chair and direct discussions at Shareholders’ General Meetings; s participate in the selection process for new members of the s Supervisory Board.

3.4.1.2.2 Duties relating to shareholder dialogue and the activity review

At its meeting of 20 March 2018 the Supervisory Board made its Chairman responsible for communicating with shareholders on behalf of the Board, with a view to: explaining the positions taken by the Supervisory Board in its areas of s competence (particularly with regard to governance and Senior Executive compensation), which were previously the subject of a communication;

274 2020 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL