Hermès // 2021 Universal Registration Document

3

CORPORATE GOUVERNANCE FUNCTIONING OF THE SUPERVISORY BOARD

FUNCTIONING OF THE SUPERVISORY BOARD

3.5

ROLE OF THE SUPERVISORY BOARD

3.5.1

examines the desired balance between its composition and that of its s committees, and defines its diversity policy (see § 3.4.3). Certain decisions of the Supervisory Board are prepared by specialised committees (see § 3.6). Details of the subjects dealt with by the Supervisory Board in 2021 are provided in § 3.5.4.

DUTIES OF THE SUPERVISORY BOARD

3.5.1.1

3.5.1.1.1 Principle of collegiality The confidentiality of the Board’s work and the principle of collegiality prevent any individual public position being taken by members of the Supervisory Board.

DUTIES OF THE CHAIRMAN OF THE SUPERVISORY BOARD

3.5.1.2

3.5.1.1.2 Legal and statutory duties

3.5.1.2.1 General duties In relations with the other bodies of the Company and vis-à-vis third parties, the Chairman is the sole person authorised to speak and act on behalf of the Board, other than in exceptional circumstances. The Chairman ensures the proper functioning of the Supervisory Board. In this respect: with the support of the CAG-CSR Committee, the approval of the Board s and of the Shareholders’ General Meeting where appropriate, he or she strives to create an effective and balanced Board, and to manage the replacement and succession planning processes concerning the Board and the appointments for which it is responsible; he or she may attend all the committees and may add to the agenda s any subject he or she considers relevant; he or she ensures that the members of the Board have the s documentation and information they need to carry out their duties in a timely manner, in a clear and appropriate form. The Chairman organises and directs the work of the Supervisory Board in order to enable it to perform all its duties. In this respect, he or she: calls meetings of the Supervisory Board, determine the agenda s and chairs the meetings; organises the proceedings of the Supervisory Board and reports s on these to the General Meeting, and coordinates its work with that of the specialised committees; ensures the quality of discussions and the collegiality of Board s decisions; oversees the proper functioning of the Board and its committees s in accordance with the principles of good governance and ensures that the members of the Board are able to fulfil their duties; chairs and directs discussions at Shareholders’ General s Meetings;

The duties of the Supervisory Board of a société en commandite par actions (partnership limited by s hares) are mainly to exercise permanent control over the management of the Company in accordance with the law and the Articles of Association. The role and powers assigned by law and the Articles of Association to the Supervisory Board are described in § 3.2.3. The Supervisory Board describes the due diligence procedures it carried out during the financial year ended 31 December 2021 in a report presented to the General Meeting called to approve the financial statements (see chapter 8 “Combined General Meeting of 20 April 2022”, § 8.3). In accordance with Article L. 22-10-78 of the French Commercial Code ( Code de commerce ), the Supervisory Board also presents this corporate governance report. 3.5.1.1.3 Governance assignments not covered by the Articles of Association The rules of procedure (Article 1.1.3) provide, in respect of governance assignments not covered by the Articles of Association, that the Supervisory Board: approves or refuses the acceptance by an Executive Chairman of any s new office in a listed company; is informed about market developments, the competitive environment s and the most important aspects facing the Company, including in the area of social and environmental responsibility; regularly reviews, via the Audit and Risk Committee, the opportunities s and risks, such as financial, legal, operational, social and environmental risks, as well as the measures taken accordingly; is regularly informed of the Company’s financial position, cash s position and commitments; ensures the establishment of a system for preventing and detecting s corruption and influence-peddling; ensures that the Executive Corporate Officers implement a policy of s non-discrimination and diversity, notably with regard to the balanced representation of men and women on the Governing bodies;

276 2021 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL