HERMÈS - 2018 Registration document

3

Corporate Governance

Supervisory Board’s report on corporate governance

Number of Supervisory Board members and gender parity (excluding the employee representative)

31/12

2011

2012

2013

2014

2015

2016

2017 

2018

2019 1

Number

10

11

11

10

10

10

12

12

11

F

20% 80%

18% 82%

27% 73%

40% 60%

40% 60%

40% 60%

50% 50%

50% 45.45% 50% 54.55%

M

Employee rep.

n/a

n/a

n/a

1

1

1

1

1

1

n/a: not applicable. (1) At the date of publication of this Registration Document.

Independence of the members of the Supervisory Board

3.1.4.6

Independence criteria In 2009 the Supervisory Board formally adopted the following criteria for its members to be deemed independent: s s Comply with the criteria set out in the AFEP-MEDEF Code (Article 8.5 of the version revised in June 2018):

Criterion 1:

Employee or Corporate Officer in the previous five years Not to be and not to have been during the course of the previous five years: s s an employee or Executive Corporate Officer of the Company; s s an employee, Executive Corporate Officer or a director of a company consolidated by the Company; s s an employee, Executive Corporate Officer or a director of the Company’s parent company or a company consolidated by this parent. Cross-directorships Not to be an Executive Corporate Officer of a company in which the Company holds a directorship, directly or indirectly, or in which an employee appointed as such or an Executive Corporate Officer of the Company (currently in office or having held such office during the last five years) is a director.

Criterion 2:

Significant business relationships Not to be a customer, supplier, commercial banker, investment banker or consultant: s s that is material to the Company or its group; s s or for which the Company or its group represents a significant part of its business.

Criterion 3:

The assessment of the significant or non-significant relationship with the Company or its group must be debated by the Board and the quantitative and qualitative criteria that lead to the assessment (continuity, economic dependence, exclusivity, etc.) must be explicitly stated in the annual report.

Family ties Not to be related by close family ties to a Corporate Officer.

Criterion 4:

Statutory Auditor Not to have been a Statutory Auditor of the Company within the previous five years.

Criterion 5:

Term of office exceeding twelve years Not to have been a Director of the company for more than twelve years. The status of independent director is lost on the anniversary date of the twelve years. Status of the non-Executive Corporate Officer A non-Executive Corporate Officer cannot be considered as independent if he/she receives variable compensation in cash or in shares or any compensation linked to the performance of the Company or the Group. Status of main shareholder Directors representing main shareholders of the Company or its parent company can be considered as independent provided that they do not contribute to the control of the Company. However, beyond the threshold of 10% shareholding or voting rights, the Board, based on the report of the Appointments Committee, systematically reviews the qualification of independence, by taking into account the share ownership in the Company and the existence of a potential conflict of interest.

Criterion 6:

Criterion 7:

Criterion 8:

s s Comply with an additional criterion specific to Hermès International:

Criterion 9:

Status of Partner or member of the Executive Management Board of the Active Partner. Not to be a partner or member of the Executive Management Board of Émile Hermès SARL, Active Partner.

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2018 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL