HERMES_REGISTRATION_DOCUMENT_2017

3

CORPORATE GOVERNANCE

SUPERVISORY BOARD’S REPORT ON CORPORATE GOVERNANCE

After the General Meeting of 2 June 2009, the Company instituted the practice of replacing one-third of Supervisory Boardmembers each year. No person over the age of 75may be appointed to the Supervisory Board if their appointment has the effect of bringing more than one-third of Boardmembers over that age (Article18.3of the Articles of Association). The Supervisory Board elects a Chairman (a natural person) and two Vice Chairs from among its members (Article 19.2 of the Articles of Association). Role and composition of the Supervisory Board at 31 December 2017 TheSupervisoryBoardcurrentlycomprises13members:EricdeSeynes, (Chairman), Dominique Senequier, (Vice-Chairwoman), Monique Cohen (Vice-Chairwoman), Frédéric Afriat (employee representative), Dorothée Altmayer, Charles-Éric Bauer, Matthieu Dumas, Blaise Guerrand, Julie Guerrand, OlympiaGuerrand, SharonMacBeath, RenaudMomméja and Robert Peugeot. All the Supervisory Board members are French except Sharon MacBeath who is British. Olympia Guerrand is of French and Portuguese nationalities. Nathalie Besombes, director of company law and stock markets and compliance officer, is the Board Secretary.

Composition of the Supervisory Board

3.1.3.4

Applicable principles TheSupervisoryBoardcomprisesthreetofifteenmembers(notincluding employee representatives) selected from among shareholders who are neither an Active Partner nor the legal representative of an Active Partner nor an Executive Chairman (Article 18.1 of the Articles of Association). They are appointed by the Ordinary General Meeting (Article L. 226-4 of the French Commercial Code. When appointments to the Supervisory Board come up for renewal, the number of Supervisory Board members is fixed by a decision adopted by the Active Partner. Amember of the Supervisory Board representing the Group’s employees (ortwoiftheSupervisoryBoardhasmorethan13members)isdesignated by the Group Committee (Article 18.6 of the Articles of Association). The termof office of themembers of the Supervisory Board is three years (Article 18.2 of the Articles of Association). This duration may be less: s At the time of first appointment this periodmay be shorter on account of the principle of replacing one-third of the Supervisory Board set out in Article 18.2 of the Articles of Association. s If there is a renewal in application of the rules relative to the duration of the mandate for independent members or at the age limit.

128

2017 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL