HERMÈS - 2018 Registration document

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Corporate Governance

Supervisory Board’s report on corporate governance

Role and composition of the Supervisory Board at 31 December 2018

Composition of the Supervisory Board

3.1.4.4

Applicable principles The Supervisory Board comprises three to 15 members (not including employee representatives) selected from among shareholders who are neither an Active Partner nor the legal representative of an Active Partner nor an Executive Chairman (Article 18.1 of the Articles of Association). They are appointed by the Ordinary General Meeting (Article L. 226-4 of the French Commercial Code). When appointments to the Supervisory Board come up for renewal, the number of Supervisory Board members is set by a decision adopted by the Active Partner. Amember of the Supervisory Board representing the Group’s employees (or two if the Supervisory Board has more than 13 members) is desi- gnated by the Group works council (Article 18.6 of the Articles of Association). Pursuant to paragraph 3 of Article L. 225-79-2 II of the French Commercial Code ( Code de commerce ), when two members are appointed, the Group Committee appoints one woman and one man. The termof office of themembers of the Supervisory Board is three years (Article 18.2 of the Articles of Association). This duration may be less: s s at the time of first appointment, in accordance with the principle of replacing one-third of theSupervisory Board, as set out in Article18.2 of the Articles of Association; s s if there is a renewal, in accordance with the rules relative to the dura- tion of the term of office for independent members or to the age limit. After the General Meeting of 2 June 2009, the Company instituted the practice of replacing one-third of Supervisory Boardmembers each year. No person over the age of 75may be appointed to the Supervisory Board if their appointment has the effect of bringing more than one-third of Boardmembers over that age (Article18.3 of the Articles of Association). The Supervisory Board elects a Chairman (a natural person) and two Vice-Chairmen from among its members (Article 19.2 of the Articles of Association).

At 31 December 2018, the Supervisory Board comprised 13 members: Mr Éric de Seynes, Chairman, Ms Monique Cohen and Ms Dominique Senequier, Vice-Chairwomen, Mr Frédéric Afriat (employee representa- tive), MsDorothée Altmayer, Mr Charles-Éric Bauer, MrMatthieuDumas, Mr Blaise Guerrand, Ms Julie Guerrand, Ms Olympia Guerrand, Ms SharonMacBeath, Mr RenaudMomméja andMr Robert Peugeot. All the Supervisory Board members are French except Ms Sharon MacBeath, who is British. Ms Olympia Guerrand is a dual French and Portuguese national. Changes to the Board after 31 December 2018 Mr Robert Peugeot had served in his post for 12 years on 24 January 2019 and accordingly lost his capacity as an independent member of the Board under the criteria of the AFEP-MEDEF Corporate Governance Code. His appointment was renewed by the General Meeting of 5 June 2018 for a period of one year so as to replace him in the best possible conditions with a new member of the Supervisory Board having inde- pendent status at the 2019 General Meeting. The Supervisory Board deemed it better to have a slightly lower proportion of independent members on the Board than that required by the AFEP-MEDEF Code for a few months rather than to waive one of the independence criteria with regard to Mr Robert Peugeot. Ms Sharon MacBeath resigned from her post as a member of the Supervisory Board as of 20 March 2019 for personal reasons. On the publication date of this Registration Document, the Board, in conjunction with the CAG-CSR Committee, is continuing its selection process that will enable it to propose, at the General Meeting to be held on 4 June 2019, the appointment of two new independent members to replace Mr Robert Peugeot and Ms Sharon MacBeath.

Ms Nathalie Besombes, Corporate Law and Stock exchange regulations Director and Securities Compliance Officer, is the Supervisory Board Secretary.

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2018 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL