MRM - 2018 Registration document

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Corporate governance

Corporate governance report

(vii) hire any employee under a permanent or fixed-term employment contract; (viii) issue any guarantee, bond or security or grant any collateral and make any off-balance sheet commitment on the part of a Group entity for an amount above €100,000; (ix) sign any transaction agreement relating to a dispute in which the Company and/or its subsidiaries must pay or are likely to have to pay an amount above €100,000; (x) carry out any intra-group restructuring such as a merger, spin-off, partial asset contribution, dissolution or creation of an entity; (xi) change any of the Group’s accounting methods; and (xii) carry out any significant transaction that does not form part of the Company’s announced strategy. No annual authorisation was given by the Board of directors to the Chief Executive Officer to give deposits, securities and guarantees to the tax and customs authorities and/or with respect to third parties on the Company’s behalf, for a period not exceeding one year and, except in the case of guarantees given to tax and customs authorities, subject to the limitations of an overall ceiling set by the Board. Thus every guarantee, bond or security given by the Company with regard to commitments entered into by third parties must be authorised in advance by the Board in accordance with Article L.225-35 of the French Commercial Code. The Board of directors meets as often as required in the interests of the Company, either at the head office or in any other place specified in the notice of meeting. Board meetings may be convened by the Chairman or any person delegated by the Chairman, by any means. If the Board has not met for more than two months, at least one-third of its members may ask the Chairman to call a meeting to consider a particular agenda. In the event of separation of the functions of Chairman of the Board of directors and Chief Executive Officer, as has been the case since 29 May 2013, the Chief Executive Officer may also ask the Chairman to call a Board meeting to consider a particular agenda. Meetings are chaired by the Chairman of the Board of directors. In the event that the Chairman is absent, the Board is chaired either by a Vice-Chairman (if one has been appointed) or, in the absence of any Vice-Chairman, by one of its members appointed by the Board to chair the meeting. The Board can only validly deliberate if at least half of its members are present. Decisions are taken by a majority of the votes of the members present or represented. 1.7 Meetings and decisions of the Board of directors

These internal regulations stipulate in particular that the Board of directors must meet at least four times a year. A draft schedule of meetings is approved in October at the latest for the following year, to enable its members to attend. The Board also organises the use of video conferencing or telecommunications technology for Board meetings, and allows the directors who participate in Board meetings by such means to be considered as present for the purposes of calculating quorum and majority, subject to the limitations and conditions laid down by current legislation and regulations. Such participation via video conferencing or telecommunications is not applicable to Board meetings called in relation to the appointment, remuneration or dismissal of the Chairman, the appointment, remuneration or dismissal of the Chief Executive Officer, the approval of the annual financial statements, consolidated financial statements and the management report. 1.8 Meetings of the Board of directors in 2018 The Board of directors of the Company met five times in 2018 with meetings lasting two to three hours. The main work carried out during 2018 related to: • reviewing financial matters, namely approving the 2017 annual financial statements, 2018 interim financial statements and 2018 budget, reviewing the 2017 Registration Document, and approving the 2018 half- year financial report; • reviewing governance and human resources matters, namely setting the remuneration of the Chief Executive Officer, conducting a self-assessment of the Board of directors, considering the independence of Board members, determining directors’fees, considering gender equality and parity (annual review), reviewing the executive corporate officer succession plan adopted on 7 December 2017, noting the resignation of directors from the Board, co-opting a director onto the Board, reviewing the composition of the Board and its committees, and updating the Board’s internal regulations; • organising and assigning investor relations; • reviewing and validating business matters, namely monitoring the disposal plan of office properties, upgrading retail properties, and extending then repaying the loan granted by SCOR SE; • convening the General Meeting of Shareholder and approving the related reports (Board of directors reports and the corporate governance report). The Board’s review of the Chief Executive Officer’s performance takes place without the latter’s presence, and he does not take part in the vote determining his remuneration.

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M.R.M. 2018 REGISTRATION DOCUMENT