MRM - 2018 Registration document

4.

CORPORATE GOVERNANCE

Corporate governance report

4.1

In accordance with Article L.225-37 of the French Commercial Code, the purpose of this report is to present information on the composition, workings and powers of the Board of directors and managers of M.R.M. SA (the “Company”), information on executive remuneration, and information on factors likely to have an impact in the event of a takeover bid. In preparing this report, the Board of directors relied on the 2018 annual report on corporate governance, executive compensation, internal control and risk management of the French Financial Markets Authority ( Autorité des Marchés

Financiers ) and the revised and enhanced version of the AFEP- MEDEF Corporate Governance Code application guidelines issued by the High Committee for corporate governance ( Haut Comité de Gouvernement d’Entreprise ). The AFEP-MEDEF Code is available online at www.afep.com. The report’s preparation gave rise to preparatory work involving the Chairman of the Board of directors, the Chief Executive Officer and the Chief Financial Officer. This report is subject to internal review by the Group’s various governing bodies, namely the Strategic Committee and the Board of directors.

1.

Information on the composition, workings and powers of the Board of directors

1.1 Reference to the AFEP-MEDEF Corporate Governance Code Since the Board of directors’meeting of 24 November 2008, the Company has referred to the AFEP-MEDEF Code. The AFEP-MEDEF Code and HCGE Recommendations may be consulted at the Company’s head office and online at www.afep.com. In accordance with Article L.225-37-4, paragraph 8, of the French Commercial Code, the present report details the reasons why certain provisions of the AFEP-MEDEF Code, which the Company voluntarily adopted, were rejected or are in the course of being implemented. Composition and number of specialist committees (Recommendations 16 and 17 of the AFEP-MEDEF Code) The Board of directors is assisted in the performance of its work by an Audit Committee and a Strategic Committee. The Company had no other specialist committee on the date of this report. This situation is explained in particular by the Company’s size and business and the fact that it has only four employees. The duties of a Remuneration Committee, as defined in the AFEP-MEDEF Code, are currently directly performed by the Board of directors. In addition, the necessity for such a committee appears limited at the present time insofar as the Rejected recommendations

Chief Executive Officer is the sole executive corporate officer paid by the Company and it was decided that only independent directors would receive directors’fees, in accordance with the allocation rule presented in paragraph 2.2.1 “Remuneration of non-executive corporate officers” of this report. Similarly, the duties of a Nomination Committee, as defined in the AFEP-MEDEF Code, are for the same reasons currently directly performed by the Board of directors. 1.2 Rules governing the composition of the Board of directors The Company’s Articles of Association stipulate that the Board of directors is composed of a minimum of three members and a maximum of twelve, unless there is a legal exemption. Directors are appointed by the Ordinary General Meeting, which may also remove them from office at any time. The terms of office of outgoing directors may be renewed. In the event of absence due to death or the resignation of one or more directors’seats, the Board of directors may make provisional appointments between two General Meetings. If the number of directors falls below three, the remaining director(s) must immediately call an Ordinary General Meeting with a view to adding members to the Board. Provisional appointments made by the Board are subject to ratification by the earliest Ordinary General Meeting. A director appointed to replace another remains in office for the remaining term of office of their predecessor.

M.R.M. 2018 REGISTRATION DOCUMENT

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