Hermès // 2021 Universal Registration Document

CORPORATE GOUVERNANCE FUNCTIONING OF THE SUPERVISORY BOARD

MEETINGS OF THE SUPERVISORY BOARD AND THE JOINT COUNCIL MEETINGS OF THE SUPERVISORY BOARD

3.5.2

deals with any conflicts of interest that may arise within the s Supervisory Board as part of the procedure for managing conflicts of interest described in the rules of procedure.

3.5.2.1

The Supervisory Board is a collegial body in which decisions are taken collectively. The procedures for convening meetings and the rules of quorum and majority are described in chapter 7 “Information on the Company and its share capital”, § 7.1.1.3 [Article 19 of the Articles of Association]. The Board’s operations are described in detail in Article 1.2 of the Supervisory Board’s rules of procedure. The Chairman of the Supervisory Board sets the agenda for each Board meeting with the secretary of the Board. The Supervisory Board meets as often as the interests of the Company require and at least twice a year. In practice, the Supervisory Board meets at least seven times each year, as was the case in 2021. The schedule of meetings is drawn up annually for the following year and distributed at the beginning of the first half of each year. The Statutory Auditors and a representative of the Social and Economic Committee (see § 3.4.2.7.2) are invited to all Supervisory Board meetings. The Executive Management must be convened (see chapter 7 “Information on the Company and its share capital”, § 7.1.1.3 [Article 19.2 of the Articles of Association]) and may attend meetings of the Supervisory Board but without voting rights. At each Board meeting, the Executive Management informs its members of the main significant facts and events affecting the life of the Group that have occurred since the date of the previous Board meeting. In accordance with the provisions of Article 19.2 of the Articles of Association, meetings of the Supervisory Board are validly held when half of the members are present or represented, it being specified that members who participate in the meeting by videoconference or telecommunication means allowing their identification and guaranteeing their effective participation by the use of technical means allowing the continuous and simultaneous retransmission of the deliberations are deemed present. In practice, meetings held by videoconference or in mixed mode are exclusively reserved for exceptional situations (and notably including related to the Covid-19 crisis). An attendance register is kept that lists the names of the members present physically or by means of videoconference or telecommunication, or represented or absent. Proxies are appended to the attendance register. A file containing background documents related to issues on the agenda is sent via Herboard (see § 3.5.3.2) to each Board member prior to the meeting, at least ten days in advance whenever possible, and a minimum of 48 hours prior to each meeting, unless there is an urgent situation or a need to ensure total confidentiality.

As in previous years, the Chairman of the Supervisory Board was invited to attend all meetings of the Executive Management Board of Émile Hermès SAS.

3.5.1.2.2 Duties relating to shareholder dialogue and the activity review

Since 20 March 2018, the Chairman of the Supervisory Board has been responsible for communicating with shareholders, on behalf of the Supervisory Board, with a view to: explaining the positions taken by the Supervisory Board in its areas of s competence (particularly with regard to governance and Senior Executive compensation), which were previously the subject of a communication; ensuring that shareholders receive the information they expect from s the Company. The Chairman may seek the assistance of internal experts in these areas (in particular the Director of Financial Communications and Investor Relations or the Director of Corporate law and Stock Exchange Regulations, Supervisory Board Secretary and Compliance Officer). The Chairman must report annually to the Supervisory Board on the execution of his or her duties. No additional compensation is allocated to the Chairman for executing these duties. In early 2022, the Chairman reported to the Supervisory Board on the performance of his duties in 2021. In particular, he stated: having answered questions from individual shareholders; s having answered questions from institutional shareholders; s having responded to questionnaires from stakeholders. s It is specified that the answer to the written questions addressed to the Company on the occasion of the General Meeting is the responsibility of the Executive Management. In 2021, the Board did not entrust any other duties to the Chairman of the Supervisory Board.

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DUTIES OF THE VICE-CHAIRS OF THE SUPERVISORY BOARD

3.5.1.3

Two Vice-Chairs are appointed by the Supervisory Board from among its members. In practice, the Vice-Chairs are the Chairmen of one of the two committees. In accordance with the Articles of Association, in the absence of the Chairman, the oldest Vice-Chair shall perform his duties.

2021 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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