Hermès // CSR Extract 2023
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CORPORATE GOVERNANCE FUNCTIONING OF THE SUPERVISORY BOARD
1
Purpose
Main duties and work carried out in 2023
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 annually review the individual situation of the members of the Supervisory Board with regard to independence, plurality of offices, potential conflicts of interest and compliance with the threshold of 100 shares; s approve the revised rules of procedure of the Supervisory Board, the CAG‑CSR Committee and the Audit and Risk Committee [n/a in 2023] ; ● review the annual report of the Chairman of the Supervisory Board on his duties with regard to shareholder dialogue; s take note of the succession plans in place for Senior Executives and issue an assessment of the quality and appropriateness of these plans; 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 [n/a in 2023] ; ● 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 be informed through the CAG‑CSR Committee of the main challenges facing the Company in the area of corporate social responsibility and non‑financial performance; s be informed through the CAG‑CSR Committee of the main HR issues facing the Company; s assess, through the CAG‑CSR Committee, the level of achievement of the CSR criterion attached to the compensation of the Executive Chairmen (see § 3.8.2.1.2). s establish the compensation policy applicable to members of the Supervisory Board; s issue an advisory opinion on the compensation policy for Executive Chairmen established by the Active Partner; s be informed of the payment of additional profit‑sharing decided by the Executive Management [n/a in 2023] ● be informed of the general increase in the gross monthly compensation of all employees in France. ● regularly review, through the Audit and Risk Committee, the anti‑corruption system; s ensure, through the Audit and Risk Committee, the implementation of a system for the prevention and detection of corruption and influence‑peddling and be regularly informed of the Group’s situation; s be informed, through the Audit and Risk Committee, of the personal data protection system put in place within the Group and its compliance with the GDPR regulation (European regulation of 27 April 2016 no. 2016/679). s authorise and declassify, where applicable, related‑party agreements and carry out an annual review of those whose effect persisted over time (see the Supervisory Board’s report to the General Meeting in chapter 8 “Combined General Meeting of 20 April 2023”, § 8.3); s take note of the annual report of the Current Agreements Committee (see § 3.9.1.3); s discuss the Company’s policy with regard to gender equality and equal pay; s authorise the Executive Management to grant sureties, endorsements and guarantees to commitments by the companies controlled without limit of amount and time and be informed annually by the Executive Management of the guarantees granted; s conduct an annual review of all sureties, endorsements and guarantees granted that are still in force; s take note of the opinion of the Social and Economic Committee on the strategic orientations of the Company, on which the Executive Management is required to formulate a reasoned response; s take note of the update of the Hermès Group Stock Market Ethics Code; ● remind the relevant persons of the responsibility inherent in holding inside information and take note of the blackout periods applicable to Permanent Insiders; s approve the amendment of certain articles of the Articles of Association of Émile Hermès SAS, Active Partner [n/a in 2023]; ● approve the renewal of the Fondation d’entreprise Hermès. ● attend several detailed presentations in the year on a specific or general topic relating to the Group’s activity; s devote one of its meetings to a site visit to improve its knowledge of one of the Group’s subsidiaries or to gain a concrete understanding of an area of the Group’s activity. s set the allocation and payment of compensation of members of the Board and committees; s be informed of the adoption of free share allocation plans by the Executive Management; ●
Governance
CSR/HR (see § 3.5.6)
Compensation
Ethics and compliance Personal data protection (see § 3.5.5)
Recommendations, authorisations and other items
Major annual themes – site visits (see § 3.5.3.4 and § 3.5.3.5)
(1) List not exhaustive . s Annual topics ● Occasional or multi‑year topics.
2023 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL EXTRACT FROM 2023 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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