Hermès // CSR Extract 2023

3

CORPORATE GOVERNANCE ORGANISATION OF THE SUPERVISORY BOARD

3.4.7.5

MEASURES TAKEN TO ENSURE A BALANCE OF POWERS WITHIN THE BOARD AND AVOID POTENTIAL CONFLICTS OF INTEREST

3.4.7.6 PLURALITY AND NUMBER OF OFFICES The offices of members of the Supervisory Board are not taken into account when calculating the plurality of offices, Articles L. 225‑21 and L. 225‑77 of the French Commercial Code ( Code de commerce ) being expressly excluded from the provisions applicable to sociétés en commandite par actions (partnerships limited by shares). Each member of the Supervisory Board must disclose the list of offices and positions held in any company during the last five years at the time of his or her first appointment and each year when the universal registration document is being prepared. The information disclosed, and in particular the offices held in listed companies, is detailed in the information on each individual Board member presented in § 3.4.8. The examination of the situation of each member of the Supervisory Board and of the Executive Chairmen as regards the plurality and number of offices, showed that no member of the Supervisory Board or Executive Chairman was in a situation of concurrent holding of offices, with regard to both the legal rules and to the principles set out in Article 20.4 of the Afep‑Medef Code revised in December 2022. The declaration serves as a basis to evaluate the material nature of business relationships that could affect the independence of a Supervisory Board member as required by recommendation 10.5.3 of the Afep‑Medef Code revised in December 2022. The business relationship evaluation criteria are quantitative (amount of sales or revenue generated during the financial year and the percentage represented by those amounts in relation to the counterparty’s total sales or revenue) and qualitative (nature of existing business relationships). As regards the quantitative criteria, the Supervisory Board did not consider it appropriate, given the diversity of possible situations, to set a threshold below which a business relationship would be deemed immaterial. The evaluation is made on a case‑by‑case basis. Mses Monique Cohen and Estelle Brachlianoff, and Mr Alexandre Viros did not declare any business relationship with the Company. Ms Dominique Senequier declared a non‑significant business relationship described in chapter 5 “Consolidated financial statements”, § 5.6 (Note 13.2 [Ardian Holding]) under related‑party transactions. After examining each of these situations in early 2024, the CAG‑CSR Committee concluded that none of them were of such a nature as to constitute a conflict of interest for the persons concerned and that none of the independent members of the Board had, directly or indirectly, significant business relationships with the Company or its group.

The governance of the Company is by nature dissociated (see § 3.2.3), which guarantees a strict separation of executive powers and control powers. The Supervisory Board comprises at least one‑third independent members (see § 3.4.3.2). The Audit and Risk Committee is three‑fifths independent members and the CAG‑CSR Committee two‑thirds. In accordance with Article 2.2.2.4 of the Supervisory Board’s rules of procedure, each member of the Supervisory Board shall at all times maintain his or her independence of thought, analysis, judgment and action and shall endeavour to this end to avoid any conflicts of interest. Each member shall inform the Supervisory Board of any conflicts of interest in which they might be involved. In the event of a potential conflict of interest, the member concerned must immediately notify the Chairman of the Supervisory Board, who then informs the CAG‑CSR Committee so that, based on an analysis of the situation declared, it can form an opinion. This opinion is then submitted to the Supervisory Board and, if the Board decides to follow it, is then notified to the person concerned by the Chairman of the Board. The Board’s decision is recorded in the minutes of the meeting. The Supervisory Board member concerned shall refrain from attending the discussions and from voting on the corresponding deliberation and any decisions on the matters in question. More specifically, the member concerned shall inform the Chairman of the Supervisory Board of their intention to accept a new corporate office or any involvement in the specialised committees of a corporate body, or any new position, such that the Supervisory Board, upon the proposal of the CAG‑CSR Committee, may decide on the compatibility of such an appointment with the term of office as a member of the Company’s Supervisory Board. At the end of their term of office, members of the Supervisory Board must respect a minimum period of three years before seeking and/or accepting the exercise of a term of office in a company conducting activities that compete with those of the Group and/or in a company in which the Group holds a significant investment. Each member of the Supervisory Board must also make a sworn statement stating whether or not there is a conflict of interest, even a potential one: at the time of his or her appointment; s each year when the universal registration document is being prepared. s The declaration describes all possible situations, with precise examples, inviting the members of the Board to declare all situations that could represent a potential conflict of interest.

2023 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL 309 EXTRACT FROM 2023 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL 32