MRM - 2018 Registration document

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Corporate governance

Corporate governance report

The table below shows a summary of the Board’s members, reviewed by the Board on 5 April 2018, in relation to the above independence criteria:

Name and surname/Criteria

1

2

3

4

5

6

7

8 Independent

François de Varenne Jacques Blanchard

No No

- -

√ √ √ √ √

√ √ √ √ √

√ √ √ √ √

√ √ √ √ √

√ √ √ √ √

√

(1)

-

√ √ √

Gérard Aubert

√ √

√ √ √

Yes Yes

Brigitte Gauthier-Darcet

Jean Guitton

-

No

(1)

SCOR SE, represented by Karina Lelièvre

√

√

√

√

-

No

-

√

(2)

(1) Employee of SCOR SE. (2) SCOR SE granted a loan to a subsidiary of M.R.M.

On 5 April 2018, the Board of directors endorsed compliance with the independence criteria for Gérard Aubert and Brigitte Gauthier-Darcet. On 6 December 2018, the Board of directors appointed Gilles Castiel to its ranks on a temporary basis to replace Jean Guitton who had stepped down from his position. Gilles Castiel is not considered an independent director under the aforementioned criteria. On 21 February 2019, the Board of directors appointed Valérie Ohannessian to its ranks on a temporary basis to replace Gérard Aubert. That same day, the Board of directors noted that Valérie Ohannessian could be considered independent under the independence criteria.

The third independence criterion in the internal regulations of the Board of directors was updated on 21 February 2019 to comply with the new independence criteria set out in the AFEP-MEDEF Code revised in June 2018: “Is not a client, supplier, commercial banker, investment banker or consultant (or related directly or indirectly to these persons): • with significant weighting for the Company or its Group; • for which the Company or its Group represents a significant share of business.” There are no business ties between the Company or its Group and any independent directors.

M.R.M. 2018 REGISTRATION DOCUMENT

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