Hermès - Registration Document 2016

CORPORATE GOVERNANCE

REPORT FROM THE CHAIRMAN OF THE SUPERVISORY BOARD ON THE CORPORATE GOVERNANCE PRINCIPLES

Works completed:

Application of the principle of balanced representation of women and men within the Supervisory Board

3.2.2.2

s from2011 to 2013 are described in the 2013 registration document (Volume 2, pages 21 and 22); s in 2014 and 2015 are described in the 2014 registration document (Volume 2, page 19); s in2016aredescribed in the2015RegistrationDocument (Volume2, page 19). Since 8 August 2014, works completed have served to reach a propor- tion of at least 40% of each sex in the composition of the Supervisory Board. The General Meeting of 6 June 2017 will be asked to appoint two new women to the Supervisory Board: Dorothée Altmayer and Olympia Guerrand. Information regarding them is provided on page 107.

Change of the composition of the Board since 2011 Since 2011 the CAG Committee has been assigned to advise the Supervisory Board of its recommendations as to the changes in the Board’s composition. In order to make these recommendations to the Supervisory Board, the CAG Committee has organised its assignment in three stages: 1. definition of a “target Supervisory Board”; 2. pre-selection, with the help of an external expert, of potential candi- dates corresponding to identified requirements; 3. establishment of a schedule for changes in the Supervisory Board’s composition.

3

Number of members and representation of women and men on the Supervisory Board (excluding the employee representative)

31/12

2011

2012

2013

2014

2015

2016

2017 1

Number Emp. rep.

10

11

11

10

10

10

12

n/a

n/a

n/a

1

1

1

1

F

20% 80%

18% 82%

27% 73%

40% 60%

40% 60%

40% 60%

50% 50%

M

n/a: not applicable. (1) Subject to approval by the Combined General Meeting of 6 June 2017.

Independence of the members of the Supervisory Board

3.2.2.3

Independence criteria The criteria for qualifying a Supervisory Board member as an “independent”, which were formally adopted by the Supervisory Board in 2009, are the following: s they must comply with the criteria set out in the AFEP-MEDEF Corporate Governance Code, including the criterion pertaining to length of service, which has been respected since 2013 (Article 8.5 of the version revised in November 2016):

Not being or not having been during the previous five years: s employee or Executive Corporate Officer of the Company;

Criterion 1

s employee or Executive Corporate Officer of the Company or director of a company consolidated by the Company; s employee or Executive Corporate Officer or director of the parent company or a company consolidated by the parent company. Not being an Executive Corporate Officer of a company in which the Company directly or indirectly holds a position as director or in which an employee designated as such or an Executive Corporate Officer of the Company (currently or having served as one within the last five years) is serving as a director.

Criterion 2

Not being a client, supplier, business banker or financing banker: s that is significant for the Company or its group; or

Criterion 3

s for which the Company or its group represents a significant share of the business.

The appreciation of the significance or otherwise of the relationship with the Company or its group of companies is discussed by the Board, and the quantitative and qualitative criteria that led to this assessment (continuity, economic dependency, exclusivity, etc.) are described in the annual report.

Not having close family ties with a Corporate Officer.

Criterion 4 Criterion 5 Criterion 6

Not having been the Company’s Statutory Auditor during the previous five years.

Not having been a member of the Supervisory Board of the Company for more than 12 years. The loss of the independent status of a member of the Company’s Supervisory Board dates from the 12th anniversary of his or her appointment.

Not holding a significant percentage (over 10%) of the Company’s capital or voting rights.

Criterion 7

s meet additional criteria specific to Hermès International:

They may not be a partner or member of the Executive Management Board of Émile Hermès SARL, Active Partner.

Criterion 8

2016 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

113