MRM - 2018 Registration document

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Corporate governance

Corporate governance report

The table below presents all the proposed components of remuneration subject to approval by the General Meeting of 29 May 2019 in accordance with the principles and criteria applying to the remuneration of the corporate officers approved by the General Meeting of 31 May 2018 in its seventh resolution:

Components of remuneration paid or allocated for the year ended

Amount or accounting valuation put to the vote €200,000 (gross amount in equal monthly payments in 2018) €80,000 (amount payable subject to approval by the General Meeting)

Presentation

Fixed remuneration

Annual fixed gross remuneration of €200,000 (unchanged since 1 August 2013). The variable annual remuneration for 2018 is conditional on: (i) selling the last two office buildings at a price consistent with their value recorded in the financial statements at 31 December 2017, (ii) implementing the retail property value-enhancement plans, (iii) increasing the rental income from the retail properties, (iv) acquiring and selling retail properties as and when the opportunity arises, and (v) preparing a complete data room on the retail properties. At its meeting of 21 February 2019, the Board of directors assessed the Chief Executive Officer’s achievement level of targets (i), (ii) and (v) at 100% and of target (iii) at 75% – target (iv) being inapplicable. The Board of directors reserves the right to award a multiyear variable remuneration in cash to the Chief Executive Officer whose amount and payment will be subject to achieving quantitative and/or qualitative objectives assessed over a minimum period of three years, such as reaching a target IRR over the period in question. The Board of directors awarded no such remuneration for 2018. The Board of directors may decide to grant exceptional remuneration to the Chief Executive Officer in view of very specific circumstances. Payment of this type of remuneration must be justified by an event such as completing a major transaction for the Company. The Board of directors awarded no such remuneration for 2018.

Annual variable remuneration

Multiyear variable remuneration in cash

-

Exceptional remuneration

-

Directors’fees

-

The Chief Executive Officer receives no directors’fees which are reserved for independent directors.

Components of remuneration due following termination or change of duties, retirement benefits and non-compete commitments Accounting valuation of benefits in kind

N/A

€9,712

The Chief Executive Officer has healthcare and personal risk cover as well as a company car.

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M.R.M. 2018 REGISTRATION DOCUMENT