Hermès // 2021 Universal Registration Document
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CORPORATE GOUVERNANCE SPECIALISED COMMITTEES
AUDIT AND RISK COMMITTEE
3.6.3
COMPOSITION AS AT 31 DECEMBER 2021
The Audit and Risk Committee does not include any Executive Corporate Officers. It is chaired by Ms Monique Cohen, Vice-Chairwoman of the Board, who is independent and an expert in finance. Changes in the composition of the Audit and Risk Committee are presented in § 3.6.1.1. The main areas of expertise and experience of the members of the Audit and Risk Committee are presented in the information concerning them (see § 3.4.8).
3.6.3.1
Its rules of procedure provide that the Audit and Risk Committee is composed of at least four members of the Supervisory Board with expertise in or carrying out professional activities in the areas in which the Committee performs its duties; and in particular in terms of finance, risk management and CSR. At least half of its members must, at the time of their appointment and for the entire term of their office, be qualified as independent under the Supervisory Board’s rules of procedure. This is currently the case.
As at 31 December 2021, the Audit and Risk Committee comprised the following five members, including two women and three men:
Expiry of term of office on the Board
Length of service on the Committee 1
2021 DATA
Personal details
Independence Date of appointment
Attendance
Monique Cohen (F) (Chairwoman) Nationality: French 65 years 1 – 28/01/1956 Charles-Éric Bauer (M) Nationality: French 57 years 1 – 09/01/1964 Estelle Brachlianoff (F) Nationality: French 49 years 1 – 26/07/1972 Renaud Momméja (M) Nationality: French 59 years 1 – 20/03/1962 Alexandre Viros (M) Nationality: French 43 years 1 – 08/01/1978
03/06/2014
2023 GM
7 years
100.00%
5 MEMBERS -- 5 MEETINGS -- 60% INDEPENDENCE -- 40% WOMEN
26/01/2005 2
2022 GM 16 years
100.00%
04/06/2019
2022 GM
2 years
66.67%
03/06/2008
2023 GM 13 years
100.00%
04/06/2019
2024 GM
2 years
100.00%
AVERAGE ATTENDANCE 93.33% 3
The ages indicated are determined in number of full years at 31 December 2021. (1) Mr Charles-Éric Bauer was appointed to the Audit and Risk Committee before joining the Supervisory Board (before Order No. 2008-1278 of 8 December 2008 (2) there was no law requiring Board membership). This figure reflects the average attendance of the members of the Audit and Risk Committee in office as at 31 December 2021, and does not take into account (3) members who left the Committee during the year.
RULES OF PROCEDURE
The rules of procedure of the Audit and Risk Committee were revised on 26 November 2021 (version No. 6). The main changes concern: the addition of new provisions for educational purposes or inspired by s best stock market practices; more detailed description of Committee practices. s The main provisions of the Audit and Risk Committee’s rules of procedure are set out in this chapter 3 of the universal registration document.
3.6.3.2
On 24 March 2010, the Supervisory Board adopted rules of procedure which specify the rules governing the composition, powers and operating procedures of the Audit and Risk Committee. These rules of procedure are regularly reviewed to adapt to legal and regulatory changes and to take into account the recommendations of the Financial Markets Authority (AMF) and revisions to the Afep-Medef Code. The full text of the Audit and Risk Committee rules of procedure is made available at each update at https://finance.hermes.com/en/ governing-bodies-rules-procedure-articles-association/ .
288 2021 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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