HERMÈS - 2020 Universal registration document

3

CORPORATE GOVERNANCE SPECIALISED COMMITTEES

At 31 December 2020, the Audit and Risk Committee comprised the following five members, including two women and three men:

Expiry of term of office on the Board

Length of service on the Committee 1

2020 DATA

Personal details

Independence Date of appointment

Attendance

Monique Cohen (F) (Chairwoman) Nationality: French 64 years 1 – 28/01/1956 Charles-Éric Bauer (M) Nationality: French 56 years 1 – 09/01/1964 Estelle Brachlianoff (F) Nationality: French 48 years 1 – 26/07/1972 Renaud Momméja (M) Nationality: French 58 years 1 – 20/03/1962 Alexandre Viros (M) Nationality: French 42 years 1 – 08/01/1978



03/06/2014

2023 GM

6 years

100.00%

5 MEMBERS -- 5 MEETINGS -- 60% INDEPENDENCE -- 40% WOMEN

26/01/2005 2

2022 GM 15 years

100.00%



04/06/2019

2022 GM

1 year

60.00%

03/06/2008

2023 GM 12 years

100.00%



04/06/2019

2021 GM

1 year

100.00%

AVERAGE ATTENDANCE 92.00% 3

The ages indicated are determined in number of full years at 31 December 2020. (1) Mr Charles-Éric Bauer was appointed to the Audit and Risk Committee before joining the Supervisory Board (before Order no. 2008-1278 of 8 December 2008 (2) there was no law requiring Board membership). This figure reflects the average attendance of the members of the Audit and Risk Committee in office as at 31 December 2020, and does not take into account (3) members who left the Committee during the year.

RULES OF PROCEDURE

The Audit and Risk Committee meets when convened by its Chairman, who sets the agenda of the meeting in writing or verbally, in any location indicated in the notice of meeting. Before each Audit and Risk Committee meeting, Audit and Risk Committee members are sent, in good time, with reasonable lead time and subject to confidentiality requirements, a file containing documentation on items on the agenda requiring prior analysis and review. The main areas of expertise and experience of the members of the Audit and Risk Committee are presented in the information concerning them (see § 3.3.7). The Executive Vice-President of Governance and Organisational Development, systematically participates in the meetings of the Audit and Risk Committee. The Director of Audit and Risk, is responsible for the Secretariat under the responsibility of the Chairwoman. The Statutory Auditors attend the two meetings relating to the review of the annual and interim financial statements. At the first Supervisory Board meeting following a meeting of the Audit and Risk Committee, the Chairwoman gives an oral report on the Committee’s work to the members of the Board, a summary of which is then included in the minutes of the Board meeting. The Audit and Risk Committee uses the “Herboard” secure digital platform (see § 3.4.2.4).

3.5.3.2

On 24 March 2010, the Supervisory Board adopted rules of procedure which specify the rules governing the composition, powers and operating procedures of the Audit and Risk Committee. These rules of procedure are regularly reviewed to adapt to legal and regulatory changes and to take into account the recommendations of the Financial Markets Authority (AMF) and revisions to the Afep-Medef Code. The full text of the Audit and Risk Committee rules of procedure is made available at each update at https://finance.hermes.com/en/ governing-bodies-rules-procedure-articles-association/. The rules of procedure of the Audit and Risk Committee were not updated in 2020. The main provisions of the Audit and Risk Committee’s rules of procedure are set out in this chapter 3 of the Universal Registration Document.

OPERATION

3.5.3.3

The Audit and Risk Committee meets as many times as necessary and on average five to six times per financial year, including once before the approval of the annual financial statements by the Executive Management and once before the review of the half-yearly financial statements by the Supervisory Board.

286 2020 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL