MRM - 2018 Registration document

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Corporate governance

Corporate governance report

1.13 The Strategic Committee’s work in 2018

• updating and monitoring the three year business plans; • managing bank debt; • monitoring changes in the retail property market;

The Strategic Committee met ten times during 2018 and its meetings, lasting two to three hours, mainly covered: • approving the conditions for marketing the main rental properties and asset disposals; • approving and monitoring planned investments above €1,000,000;

• drafting the financial communication policy; • monitoring procedures related to disputes.

In 2018, the average attendance rate of the Strategic Committee’s members was 100%. The following table shows the attendance of each member of the Strategic Committee during the past year:

Members of the Strategic Committee

Attendance rate

François de Varenne Jacques Blanchard

10 meetings out of 10 (100%) 10 meetings out of 10 (100%) 9 meetings out of 9 (100%)

Jean Guitton (1) Gilles Castiel (2) OVERALL RATE

1 meeting out of 1 (100%)

100%

(1) Director until 30 November 2018, the date on which his resignation became effective. (2) Director coopted on 6 December 2018 to replace Jean Guitton.

1.14 Delegations for capital increases In accordance with the provisions of Article L.225-37-4, paragraph 3, of the French Commercial Code, we inform you that no delegation granted by the General Meeting of Shareholders to the Board of directors in respect of capital increases pursuant to Articles L.225-129-1 and L.225-129-2 of the French Commercial Code was in force as of 31 December 2018. 1.15 Management of conflicts of interest To the Company’s knowledge, and on the day of this report, no member of the Board of directors and general management, in the past five years: • was found guilty of fraud; • was associated in any insolvency, sequestration proceedings or liquidation; • was accused of any offence and/or incurred any official public penalty imposed by statutory or regulatory authorities; • was prevented by a court order from acting as a member of an administrative, management or supervisory body of an issuer or from being involved in the management or conduct of the affairs of any company; • is linked to the Company or any of its subsidiaries by a service agreement granting any specific benefits.

The directors of the Company and their representatives, in the case of corporate entities, report to the Board of directors on any actual or potential conflicts of interest to which they are or may be exposed. Potential conflicts of interest exist concerning SCOR SE in its dual role as majority shareholder and director of the Company and concerning directors from the SCOR Group. Directors have a duty of loyalty to the Company and are bound to act in its best interests. Conflicts of interests between companies and majority shareholders are governed by the legislation and case law in force, and the Company has also drawn up specific rules to prevent conflicts of interests in the internal regulations adopted at the Board of directors meeting of 21 February 2019. The rules to prevent and manage conflicts of interest set out in the internal regulations are as follows: “Each director has a duty of loyalty towards the Company. They can under no circumstances act for their own interest against that of the Company. Each director undertakes not to seek or accept from the Company or the Group or any third party, directly or indirectly, positions, benefits or situations likely to be considered as being of a nature to compromise their independence of analysis, judgement or action in the performance of their duties on the Board of directors (a “Conflict of Interest”). They must also reject any direct or indirect pressure that may be exerted on them by other directors, particular Groups of shareholders, creditors, suppliers and any third party in general.

M.R.M. 2018 REGISTRATION DOCUMENT

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