MRM - 2018 Registration document

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Corporate governance

Corporate governance report

Each director must own at least one Company share. To ensure that directors’interests match those of the Company, the Board, at its meeting of 26 February 2014, strengthened this obligation by setting the minimum shareholding requirement at a number of shares worth €1,000 to be held for the entire term of office of each director involved (these being understood to be directors not related to the majority shareholder). Moreover, pursuant to Recommendation 22 of the AFEP-MEDEF Code, the Board of directors, when reappointing its executive corporate officers (Chairman of the Board of directors and Chief Executive Officer) in 2017, decided to also require them to acquire (directly or indirectly) and retain in registered form until the end of their term of office a number of shares worth a minimum of €1,000, bearing in mind that executive corporate officers employed by the Company’s majority shareholder are not personally bound by this obligation as their interest in the good governance of the Company is inherent to the fact that the Company employing them holds over 50% of M.R.M.’s share capital. The directors’term of office lasts four years and expires at the end of the Ordinary General Meeting held to approve the financial statements for the past year, held in the year in which the term expires. On an exceptional basis, at a General Meeting reappointing directors by rotation, the General Meeting may appoint one or more directors for a term of office less than four years. The number of directors having reached the age of 70 may not exceed one-third of members of the Board. If this limit is reached, the oldest director is expected to step down at the end of the Ordinary General Meeting called to approve the financial statements for the year in which the abovementioned one-third limit is exceeded.

The Board of directors appoints one of its members as Chairman. The Chairman must be a natural person and the Chairman’s term of office cannot exceed their term of office as a director. The Board may terminate their term of office at any time. When the Board votes on the termination of the Chairman’s term of office, the Chairman does not take part in this vote. The age limit for holding office as Chairman is 68. The Board of directors may, if it deems necessary, appoint one or more Vice-Chairmen whose sole role is to chair Board meetings in the absence of the Chairman. 1.3.1 Current composition of the Board of directors and its committees Currently the Board of directors has six members, two of whom are independent directors. It is made up of five natural persons and one legal person. The Board of directors complies with the provisions of Law No. 2011-103 of 27 January 2011 on gender balance on Boards of directors as it is composed of three women and three men, i.e. an equal number of each gender. There are no family ties between the directors or the Company’s general management. For the requirements of their offices, the business address of directors is the Company’s head office, i.e. 5 avenue Kléber in Paris (16 th arrondissement ). 1.3 Composition of the Board of directors

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M.R.M. 2018 REGISTRATION DOCUMENT