Hermès // CSR Extract 2023
3
CORPORATE GOVERNANCE SPECIALISED COMMITTEES
3.6.3 AUDIT AND RISK COMMITTEE 3.6.3.1 COMPOSITION AS AT 31 DECEMBER 2023 Its rules of procedure provide that the Audit and Risk Committee is composed of at least four members of the Supervisory Board with expertise in or carrying out professional activities in the areas in which the Committee performs its duties; and in particular in terms of finance, risk management and CSR. At least half of its members must, at the time of their appointment and for the entire term of their office, be qualified as independent under the Supervisory Board’s rules of procedure. This is currently the case.
The Audit and Risk Committee does not include any Executive Corporate Officers. It is chaired by Ms Monique Cohen, Vice‑Chairwoman of the Board, who is independent and an expert in finance. Changes in the composition of the Audit and Risk Committee are presented in § 3.6.1.2. The main areas of expertise and experience of the members of the Audit and Risk Committee are presented in the information concerning them (see § 3.4.8).
As at 31 December 2023, the Audit and Risk Committee comprised the following five members, including two women and three men:
Expiry of term of office on the Board
Length of service on the Committee 1
Date of appointment
2023 data
Personal details
Independence
Attendance
Monique Cohen (F) (Chairwoman) Nationality: French 67 years old – 28/01/1956 Charles-Éric Bauer (M) Nationality: French 59 years old – 09/01/1964 Estelle Brachlianoff (F) Nationality: French 51 years old – 26/07/1972 Renaud Momméja (M) Nationality: French 61 years - 20/03/1962 1 1 1 1
√
03/06/2014
2026 GM
9 years
100.00%
5 MEMBERS -- 6 MEETINGS -- 60% INDEPENDENT -- 40% WOMEN
2
26/01/2005
2025 GM 18 years
100.00%
√
04/06/2019
2025 GM
4 years
100.00%
03/06/2008
2026 GM 15 years
100.00%
Alexandre Viros (M) Nationality: French 45 years old – 08/01/1978 1
√
04/06/2019
2024 GM
4 years
100.00%
3
AVERAGE ATTENDANCE
100.00%
The ages and length of service indicated are determined in number of full years as at 31 December 2023. (1) Mr Charles-Éric Bauer was appointed to the Audit and Risk Committee before joining the Supervisory Board (before Order no. 2008‑1278 of 8 December 2008, there was no law requiring Board membership). (2) This figure reflects the average attendance of the members of the Audit and Risk Committee in office as at 31 December 2023, and does not take into account members who left the Committee during the year, where applicable. (3)
3.6.3.2
RULES OF PROCEDURE
3.6.3.3 The main provisions of the Audit and Risk Committee’s rules of procedure are set out in this chapter 3 of the universal registration document. OPERATION The operation of the Audit and Risk Committee complies with the principles applicable to the Supervisory Board committees (see § 3.6.1). The Audit and Risk Committee meets as many times as necessary and usually six times per financial year, including once before the approval of the annual financial statements by the Executive Management and once before the review of the half‑yearly financial statements by the Supervisory Board.
On 24 March 2010, the Supervisory Board adopted rules of procedure which specify the rules governing the composition, powers and operating procedures of the Audit and Risk Committee. These rules of procedure are regularly reviewed to adapt to legal and regulatory changes and to take into account the recommendations of the French Financial Markets Authority (AMF) and revisions to the Afep‑Medef Code. The full text of the Audit and Risk Committee rules of procedure is made available at each update at https://finance.hermes.com/ en/governing‑bodies‑rules‑procedure‑articles‑association/.
2023 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL 344 EXTRACT FROM 2023 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL 46
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