Hermès // 2022 UNIVERSAL REGISTRATION DOCUMENT

3

CORPORATE GOVERNANCE ORGANISATION OF THE SUPERVISORY BOARD

SUMMARY TABLE OF THE DIVERSITY POLICY APPLIED TO MEMBERS OF THE SUPERVISORY BOARD

3.4.3.2

Size (number of Board members) Pursuant to Article 18.1 of the Articles of Association, the Supervisory Board comprises between three and fifteen members appointed by the General Meeting. Objective: Maintain the size of the Board at 14 members, which is satisfactory, ensures a balanced representation of men and women, meets the legal obligation to appoint two members representing employees and fulfils the market recommendations in terms of proportion of independent members. This objective could be reconsidered if new constraints lead to the need to review the size of the Board. Implementation procedures and results obtained: Since November 2019 the Board has comprised twelve members appointed by the General Meeting and two members representing employees, appointed by the Group Works Council. Pursuant to Article 18.3 of the Articles of Association, the number of members aged over 75 cannot exceed one‑third of the total (collective age limit). Since 2021, pursuant to Article 2.1.7.1 of the Board’s rules of procedure, as an internal rule, no person may be appointed to the Supervisory Board or have his or her term renewed if they have reached the age of 80 (individual age limit). Objective: Maintain the current statutory age limit rule, which is satisfactory. Implementation procedures and results obtained: As at 31December 2022: no member was over the age of 75; the members of the Board were between the ages of 39 and 69; the average age of Board members was 53; as shown in the “Age” chart in §3.4.1, the breakdown of age groups within the Board is balanced. Gender parity Article L.22‑10‑74 of the French Commercial Code ( Code de commerce ) requires a minimum of 40% of each gender. Objective: Maintain a proportion of women and men in line with legal requirements. Implementation procedures and results obtained: Since the end of 2017: 50% women and 50% men; the legal requirement is therefore exceeded. Number of independent members In accordance with Article 10.3 of the Afep‑Medef Code revised in December 2022, independent members must make up at least one‑third of the Supervisory Board in controlled companies as defined by Article L.233‑3 of the French Commercial Code ( Code de commerce ). This minimum proportion has been included in the Supervisory Board’s rules of procedure (Article 2.1.5.3). Objective: Maintain the proportion of independent members, which is satisfactory and complies with market recommendations. Implementation procedures and results obtained: The proportion of one‑third independent members has been met since it was introduced in 2009, i.e. as at 31December 2022, four out of 12 members appointed by the General Meeting. 1 1 Only Board members appointed by the General Meeting are included in the calculation of the percentages of women members (Article L.225‑79, II of the French Commercial Code (Code de commerce)) and independent members (Afep‑Medef Code – Article 10.3), not employee representatives. (1) Age

14 members

Average age: 53 years

50% women members 1

1/3 independent

2022 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

278

Made with FlippingBook - professional solution for displaying marketing and sales documents online