HERMÈS - 2020 Universal registration document

CORPORATE GOVERNANCE SPECIALISED COMMITTEES

Purpose of duties

Main duties and work carried out in 2020

propose regular updates to the governance rules taking into account the recommendations issued by the Afep-Medef s Code, the application guide of the High Committee on Corporate Governance (HCGE) and the Financial Markets Authority (AMF) in its annual report on corporate governance and Senior Executive compensation; periodically verify the situation of the members of the Supervisory Board with regard to the independence criteria set by s the rules of procedure, the number of directorships, potential conflicts of interest and compliance with the requirement to hold a minimum of 100 shares; review the composition of the specialised committees; s determine at least annually the members of the Audit and Risk Committee with specific expertise in finance or accounting s and risk management; oversee the annual debate and evaluation of Supervisory Board practices; s manage the three-year formal evaluation of the Supervisory Board: the decision on whether or not to use an external firm, s evaluation process and questionnaire, launch of the evaluation, summary and analysis of findings, areas for improvement [n/a in 2020] ; update the Supervisory Board’s permanent file; s analyse related-party agreements before reclassifying them and giving an opinion to the Supervisory Board; s give an opinion to the Supervisory Board on the classification of an agreement entered into under arm’s length s conditions; review chapter 3 on corporate governance of the Universal Registration Document and in particular the provisions of the s Afep-Medef Code that have been set aside and the related explanations. assist the Supervisory Board in monitoring CSR issues; s assist the Supervisory Board in monitoring social, non-discrimination and diversity policies; s be informed of sustainable development and corporate social responsibility (CSR) issues, the achievements of the past s financial year in relation to the objectives and the outlook; monitor non-financial performance indicators and consideration of social and environmental issues; s be informed of the annual rankings regarding the representation of women in large companies and the criteria taken into s account in their preparation; be regularly informed of the assessments of non-financial agencies; s be informed of the content of the statement of non-financial performance (SNFP); s be informed, in a joint meeting with the Audit and Risk Committee, of exposure to CSR risks [from 2021] . s

Governance

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CSR

AUDIT AND RISK COMMITTEE

3.5.3

COMPOSITION AT 31 DECEMBER 2020

The Audit and Risk Committee does not include any Executive Corporate Officers. It is chaired by Ms Monique Cohen, Vice-Chairwoman of the Board, who is independent and an expert in finance. Changes in the composition of the Audit and Risk Committee are presented § 3.5.1.1.

3.5.3.1

Its rules of procedure provide that the Audit and Risk Committee is composed of at least four members of the Supervisory Board, the majority of whom are independent, with expertise in or carrying out professional activities in the areas in which the Committee performs its duties; and in particular in terms of finance and risk management. At least half of its members must, at the time of their appointment and for the entire term of their office, be qualified as independent under the Supervisory Board’s rules of procedure. This is currently the case.

2020 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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