HERMÈS - 2020 Universal registration document

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CORPORATE GOVERNANCE EVALUATION OF THE SUPERVISORY BOARD AND COMMITTEES

2020 EVALUATION OF THE CAG-CSR

The pandemic required the organisation of an emergency meeting of the Joint Council of the Executive Management Board and the Supervisory Board during the lockdown period in order to: note the waiver by the Executive Chairmen of the increase in their s fixed and variable compensation awarded in 2020; amend the proposal for the distribution of the ordinary dividend s submitted to the General Meeting; approve the amendments to the fourth, seventh, eighth and ninth s resolutions submitted to the General Meeting (reduction of the compensation of the Executive Chairmen and the amount of the dividend); take note of the procedures for the General Meeting to be held in s closed session. A major annual theme was replaced by a presentation of the measures taken in the context of Covid-19 to protect store staff and customers, and another by a presentation of cybersecurity within the Group. The other major theme (Presentation on investment) was maintained as was the on-site visit. A presentation of the impact of Covid-19 on the activities of the audit and risk management department, which is heavily involved in the management of the crisis unit, was made to the Audit and Risk Committee. The Herboard secure digital collaborative platform (see § 3.4.2.4) proved its relevance during this period.

3.6.3.2

COMMITTEE

As every year, in 2020 the CAG-CSR Committee discussed its operation. Positive points: This self-assessment showed that it was operating satisfactorily. The Committee members acknowledged that the areas for improvement identified during the formal evaluation of the work of the CAG-CSR Committee conducted in 2019 were taken into account with, in particular, regular monitoring of CSR topics. Areas identified for improvement: The members of the Committee stressed the importance of continuing to regularly address the topic of “talent management” while incorporating other issues such as the Group’s ability to absorb the growth in its workforce and the Group’s policy in the areas of inclusion and diversity. As every year, the Audit and Risk Committee discussed its operation in 2020. Positive points: This self-assessment showed that it was operating satisfactorily. The members of the Committee acknowledged that the areas for improvement identified during the formal assessment of the Audit and Risk Committee’s work conducted in 2019 were taken into account, in particular: - the organisation of an IFRS 16 training session and a presentation on foreign exchange; - increased detail on the action plans relating to IT risk mapping and 2020 EVALUATION OF THE AUDIT 3.6.3.3 AND RISK COMMITTEE

In view of the findings of the above analysis, the Supervisory Board deemed its functioning and that of its committees to be very satisfactory overall.

corruption prevention risk mapping. Areas identified for improvement:

The members of the Committee wanted to receive more information in advance of meetings, to have comparables with the practices of Audit Committees and to benefit from being able to put financial operations (M&A) into perspective in the strategy.

IMPACT OF COVID-19 ON THE FUNCTIONING

3.6.3.4

OF THE SUPERVISORY BOARD AND COMMITTEES

The Board welcomed the availability of the Board members and the agility with which they had adapted to the use of remote connection tools due to Covid-19. The organisation of Board and committee meetings have had to be adapted (100% videoconferencing or hybrid meetings, strict hygiene arrangements and layout of the rooms to ensure compliance with health measures and social distancing).

290 2020 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL