Hermès // 2022 UNIVERSAL REGISTRATION DOCUMENT

3

CORPORATE GOVERNANCE FUNCTIONING OF THE SUPERVISORY BOARD

MAIN DUTIES OF THE SUPERVISORY BOARD AND WORK CARRIED OUT IN 2022

3.5.4

The purpose and nature of the main duties and work carried out by the Supervisory Board in 2022 were as follows: Purpose Main duties and work carried out in 2022 Group activity and finance 1

be updated on the Group’s activities by the Executive Management at each meeting; s be given a presentation by the Executive Management on the annual and half‑year consolidated financial statements and parent company financial statements and related draft financial press releases; s be informed about the Company’s financial position, cash position and commitments; s be informed of the Statutory Auditors’ conclusions relating to the annual and half‑year consolidated financial statements; s review the budget for each financial year; s review documents on forecasting and planning; s review the situation of certain affiliates; s formally note proposals for Group acquisitions, disposals and equity investments; s formally note investment proposals; s examine and/or approve the reports and work of the Audit and Risk Committee described in §3.6.3.4; s regularly review, via the Audit and Risk Committee, the opportunities and risks, such as financial, legal, operational, social and environmental risks, as well as the measures taken accordingly; s be informed of changes in the composition of the Executive Committee; ӳ be informed of changes made by the Executive Management to the list of banks, the list of bank signatories and the prudential rules; ӳ attend a presentation on the stock market performance of Hermès International shares. s be informed of the Executive Management’s decision to pay an interim dividend; s decide the proposed allocation of net income to be submitted to the General Meeting; s prepare the Supervisory Board’s corporate governance report; s prepare the Supervisory Board’s report to the General Meeting; s approve the explanatory statements and the resolutions put to the General Meeting and acquaint itself with the reports drawn up by the Executive Management. s decide how new independent members would be recruited and how the target profile would be defined [n/a in 2022] ; ӳ approve the proposals of reappointment or replacement of members of the Supervisory Board to be considered at the General Meeting; s decide on the renewal of the duties of the Chairman [n/a in 2022] and Vice‑Chairmen after the General Meeting; ӳ decide on the renewal of the composition of the Audit and Risk Committee and the CAG‑CSR Committee. s keep itself informed at each meeting of all transactions carried out by the Executive Chairmen pursuant to the AMF’s position‑recommendation set out in DOC‑2016‑08 “Guide to Permanent Information and Management of Inside Information”; s examine and/or approve the reports and work of the CAG‑CSR Committee described in §3.6.2.4 and be informed of governance news (AMF reports, Afep‑Medef reports, HCGE report and application guide, IFA studies, etc.) ; s approve the revised rules of procedure of the Supervisory Board, the CAG‑CSR Committee and the Audit and Risk Committee; ӳ review the annual report of the Chairman of the Supervisory Board on his duties with regard to shareholder dialogue; s take note of the gender equality objectives set by the Executive Management, as well as its implementation methods and the results obtained; s approve or refuse the acceptance by an Executive Chairman of any new office in a listed company; ӳ ensure that the Executive Corporate Officers implemented a policy of non‑discrimination and diversity, notably with regard to the balanced representation of men and women on Governing bodies; s decide on the diversity policy applied to the Supervisory Board (representation of women and men, nationalities, ages, qualifications and professional experience, etc.); s conduct a periodic self‑assessment of its operation (see §3.7) ; s set the amount of preparation time allocated to the members of the Supervisory Board representing employees to carry out their duties (minimum 15 hours per Board meeting); s determine the content of the training program to be followed by the employee representative members of the Supervisory Board (see §3.4.2.7.1 ). s

General Meeting of 20April 2022

Appointments

Governance

2022 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

314

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