MRM - 2018 Registration document

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Corporate governance

Corporate governance report

1.3.2 Changes to the composition of the Board of directors in 2018 On 27 March 2018, Valérie Ohannessian, an independent director and member of the Audit Committee, stepped down from the Board of directors and said committee for personal reasons. She was not replaced. Gilles Castiel was coopted at the Board of directors meeting of 6 December 2018 to replace Jean Guitton who resigned from the Board with effect on 30 November 2018. On 29 May 2019, the Combined General Meeting will be asked to ratify the cooptation of Gilles Castiel.

Gérard Aubert, independent director and member of the Audit Committee, passed away on 30 December 2018. On 21 February 2019, the Board of directors appointed Valérie Ohannessian to replace Gérard Aubert as a director and member of the Audit Committee on a temporary basis for the remaining duration of his term, that is, until the end of the Combined General Meeting of 29 May 2019. On 29 May 2019, the Combined General Meeting will be asked to ratify this temporary appointment. It will also be asked to renew this appointment for a period of four years, i.e. until the end of the General Meeting called in 2023 to approve the financial statements for the year ending.

The table below summarises the changes in the composition of the Board of directors and its committees that occurred in 2018:

Departure

Appointment

Board of directors

Valérie Ohannessian (27/03/2018) (1) Jean Guitton (30/11/2018) Gérard Aubert (30/12/2018) Valérie Ohannessian (27/03/2018) (1) Jean Guitton (30/11/2018) Gérard Aubert (30/12/2018)

Gilles Castiel (06/12/2018)

Audit Committee

Gilles Castiel (06/12/2018)

Strategic Committee

Jean Guitton (30/11/2018) Gilles Castiel (06/12/2018)

(1) On 21 February 2019, the Board of directors reappointed Valérie Ohannessian to its ranks and to the Audit Committee on a temporary basis to replace Gérard Aubert.

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M.R.M. 2018 REGISTRATION DOCUMENT