MRM - 2018 Registration document

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Corporate governance

Corporate governance report

Lastly, given that the functions of Chief Executive Officer and Chairman of the Board of directors are separate, and given that the Company took care to set out rules in the Board’s internal regulations to prevent conflicts of interest, the Board found it unnecessary to appoint a lead director to handle conflicts of interest.

In this regard, they undertake to submit to the Board of directors and the Audit Committee, in accordance with the procedure described in Appendix 1, any draft agreement, prior to its signature, falling under Article L.225-38 of the French Commercial Code. They ensure their participation on the Board of directors is not a source for them or the Company of a Conflict of Interest on a personal level and in terms of the professional interests they represent. When in doubt regarding conflicts of interest, a director may consult the Chairman of the Board who will give them guidance on this point. In the event of a known Conflict of Interest at the time a specific matter is submitted to the Board of directors, the director concerned must fully inform the Board before its meeting on this point and must abstain from participating in discussions and Board decisions on this point (they are in this instance excluded from the quorum and voting calculations). Each director also undertakes, in the event of a known general Conflict of Interest, to: • notify the Chairman of the Board of it as soon as possible; and • if this situation has not ended within one (1) month following its notification, immediately resign from their office as director.” In this regard, Brigitte Gauthier-Darcet highlighted a potential conflict of interest concerning her which the Board of directors considered and rejected at its meeting of 15 December 2015 (see report of the Chairman of the Board of directors on the operation of the Board and on internal control in Section 4.5 of the 2016 Registration Document). Thus, to the Company’s knowledge, and on the day of this report, no conflict of interests was identified among the duties of each member of the Board of directors and general management as regards their duties as corporate officers of the Company and their private interests or other duties. To the Company’s knowledge, and on the day of this report, no arrangement or agreement with main shareholders, customers or suppliers exists under the terms of which any member of the Board of directors acts in this capacity. To the Company’s knowledge, and on the day of this report, no restrictions have been agreed with the members of the Board of directors and general management concerning the sale of their shareholding in the Company.

1.16 Participation of shareholders in the General Meeting

In accordance with Article L.225-37-4 paragraph 9 of the French Commercial Code, the methods relating to shareholders’participation in the General Meeting are outlined in Article 16 of the Articles of Association. General Meetings of Shareholders are called and held under the terms and conditions established by law. The notice of General Meetings in which dividends are decided upon shall reiterate shareholders’obligations under Article 8 “Rights attached to each share – Threshold crossing” of the Articles of Association. Any shareholders other than natural persons holding directly or indirectly at least 10% of dividend rights in the Company must confirm or contradict the information declared in accordance with Article 8 of the Articles of Association no later than three days before the date of the General Meeting. Meetings are held either at the head office or in another venue in Paris or its neighbouring departments or in any other place indicated in the notice of meeting. Any shareholder may take part in the meetings, personally or by proxy, provided that their shares are registered in their name or the name of the agent registered on their behalf, in accordance with Article L.228-1, paragraph 7, of the French Commercial Code, at midnight on the second business day prior to the meeting, or in the registered share accounts held by the Company, or in bearer share accounts held by an authorised intermediary. For the purposes of determining a quorum and a majority, shareholders attending General Meetings by video conference or by telecommunications media permitting their identification and complying with applicable regulations, when the Board of directors decides on such methods of participation, before sending the notice of the General Meeting, shall be counted. 1.17 Agreements between a corporate officer or a shareholder and a subsidiary None.

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M.R.M. 2018 REGISTRATION DOCUMENT