Hermès // CSR Extract 2023
CORPORATE GOVERNANCE THE COMPANY’S CORPORATE GOVERNANCE CODE
Provisions of the Afep‑Medef Code not applied due to the Company’s legal form Proportion of independent members on the Audit Committee (Article 17.1) Independent directors should account for at least two thirds of Audit Committee members and the Committee should not include any Executive Corporate Officers.
Explanations
This provision of the Afep‑Medef Code is therefore not applicable to Hermès International, given its legal form and the role assigned to the Supervisory Board (described in § 3.5.1). The Supervisory Board determined that slightly less than two‑thirds of the Audit and Risk Committee members are independent (60%, i.e. three out of five members). This situation enables the Audit and Risk Committee to carry out its duties in an appropriate manner. The Audit and Risk Committee rules of procedure stipulate that at least one‑half of the seats on the Audit and Risk Committee should be held by members who qualified as independent at the time of their appointment and throughout their term of office. The HCGE considers: in its 2014 report “that an Audit Committee with, for example, three independent members out of five remains compliant with the spirit of the Code, provided that the Chairman is an independent member”; s in its 2017 report “that it would prefer to see the proportions not completely achieved rather than having the independence criteria interpreted too freely (for example by excluding the criterion requiring 12 years of service on the Board), and that it considers that 60% independent members on the Audit Committee or 50% on the other two committees does not constitute a serious deviation”. s There are no immediate plans to increase the proportion of independent members of the Audit and Risk Committee to two‑thirds, however the Board will review the matter at each annual evaluation. The Company made a commitment to pay Mr Axel Dumas a severance payment under the conditions described in § 3.8.1.2.4. Given the importance of the role of the Active Partner in a société en commandite par actions (partnership limited by shares) - who has the power to appoint and dismiss any Executive Chairman - and in the case of a legal entity, its legal representative, it was considered that the termination of duties as Executive Chairman of Mr Axel Dumas, which would result from the replacement of the Chairman of Émile Hermès SAS, should be treated as a forced departure. The Supervisory Board therefore considered that the deferred compensation commitment made to Mr Axel Dumas complied with the requirements of the Afep‑Medef Corporate Governance Code. In its November 2018 report on corporate governance and Senior Executive compensation, the AMF recommends that the Board carry out a regular review of the components of compensation that may be due at the time of or subsequent to the departure of a Senior Executive and that it questions the possibility and desirability of compliance with new Code provisions.
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Severance payment (Article 26.5.1) The performance requirements set out by Boards for these benefits must be evaluated over at least two financial years. They must be demanding and may not allow for the indemnification of a director unless his or her departure is forced, regardless of the form of this departure.
Provisions of the Afep‑Medef Code excluded for other reasons
Explanations
None
The compliance measures carried out during the last update of the Afep‑Medef Code in December 2022 were described on page 257 of the 2022 universal registration document (which is available on the website https://finance.hermes.com/en/, under “General Meetings”). Corporate governance award
True to the values of the craftspeople and the authenticity of its craftsmanship model, Hermès is committed to seeking quality in all domains and is constantly reinventing itself in a spirit of continuous progress. Since 2009, the Grand Prix de la transparence, now known as the Transparency Awards , have rewarded the quality of regulated information of French SBF 120 companies. The objective of these awards is to enable issuers to measure their performance each year in terms of transparency and to identify market best practices. The Transparency Awards are based on the criteria of accessibility, accuracy, comparability, availability and clarity of information in each company’s key media (universal registration document, finance website, notice of general meeting brochure). An independent Scientific Committee ensures the neutrality and fairness of the ranking. It is composed of approximately 10 members of organisations and associations representing users of information, including Paris Europlace, Euronext, AMF, IFA, SFAF, AFG and F2ic. These awards recognise the work of all the House’s teams who contribute to the production of regulated information. 2023: Winner of the “CAC Large 60” (CAC 40 and CAC Next 20) Transparency Award and nominated for the “ESG Information”, s
Launched in 2004, the AGEFI Corporate Governance Awards have become a benchmark over the years for best practices in governance. 2021: Winner of the “CAC Large 60” (CAC 40 and CAC Next 20) Grand Prix de la Transparence and nominated for the “All categories” and “Website” awards s 2020: Winner of the “Notice of meeting” Grand Prix de la Transparence s 2019: Nominated for the “Clarity of the registration document” award s 2018: Winner of the “Best progress” Grand Prix de la Transparence s 2017: Winner of the “Governance Dynamics” Gold Grand Prix s 2014: Winner of the “Operation of corporate bodies” Silver Governance Grand Prix s “Universal registration document” and “Notice of meeting” awards 2022: Winner of the “SBF 120” Transparency Award (All categories) and nominated for the “ESG Information”, “Universal registration document”, “Website” and “Notice of meeting” awards s
2023 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL EXTRACT FROM 2023 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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