HERMÈS - 2018 Registration document

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Corporate Governance

Supervisory Board’s report on corporate governance

These rules of procedure provide that at least half of the members of the Audit and Risk Committee must, at the time of their appointment and for the term this office, be qualified as independent under the Supervisory Board’s rules of procedure. This proportion was complied with until 24 January 2019. 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 documenta- tion on items on the agenda requiring prior analysis and review. In 2018 the Audit and Risk committee met six times (as in 2017). Individual and average rates of attendance are indicated in the table on page 177.

Summary presentation of members of the Audit and Risk Committee at 31 December 2018

Specific expertise in finance or accounting

Date of appointment

Term of office on the Board

Length of service on the Committee

Name

Independent

Monique Cohen (Chairwoman)

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√ 3/06/2014 √ 26/01/2005 √ 31/05/2016 √ 3/06/2008 √ 3/06/2008

2020 GM 5 years 2019 GM 14 years 1 2019 GM 3 years 2020 GM 11 years 2019 GM 11 years

Charles-Éric Bauer Sharon MacBeath Renaud Momméja

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Robert Peugeot

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(1) Mr Charles-Éric Bauer was appointed to the Audit and Risk Committee before joining the Supervisory Board (before Order 2008-1278 of 8 December 2008 there was no law requiring Board membership).

Changes to the Audit and Risk Committee after 31 December 2018 Mr Robert Peugeot had served in his office for 12 years on 24 January 2019 and accordingly lost his independent member status of the Board under the criteria of the AFEP-MEDEF Corporate Governance Code. His appointment was renewed by the General Meeting of 5 June 2018 for a period of one year so as to replace him in the best possible conditions with a newmember of the Supervisory Board having independent status at the 2019 General Meeting.

Ms Sharon MacBeath resigned from her office as a member of the Supervisory Board as of 20March2019, meaning that she also resigned from her office as a member of the Audit and Risk Committee on the same date. On the publication date of this Registration Document, the Board, in conjunction with the CAG-CSR Committee, is continuing its selection process in order to propose the appointment, at the General Meeting to be held on 4 June 2019, of two new independent members to replace Mr Robert Peugeot and Ms Sharon MacBeath.

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2018 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL