MRM - 2019 Universal Registration Document

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Corporate governance

Corporate governance report

To the Company’s knowledge, and on the date of this report, no potential conflict of interests had been identified (other than the aspects referred to above regarding SCOR SE and directors from the SCOR group) between the duties of any member of an administrative, management or supervisory body to the issuer and their private interests and/or other duties. To the Company’s knowledge, and on the date of this report, no arrangement or agreement with main shareholders, customers or suppliers exists under the terms of which any member of an administrative, management or supervisory body has been selected for that role. To the Company’s knowledge, and on the date of this report, no restriction has been agreed by any member of an administrative, management or supervisory body as regards the disposal of the issuer securities that they hold within a specific time period, with the exception of the obligation set out by Section 1.2 above (registered shares held by directors and executive corporate officers not linked to the majority shareholder, for a minimum number of shares representing a value of €1,000, throughout their term of office). 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 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 Company’s Articles of Association (excluding in the specific context of the health crisis linked to the COVID-10 epidemic enabling the Shareholders’ Meeting to be held virtually through a videoconference under certain conditions). 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 must reiterate the shareholders’ obligations under Article 8 “Rights attached to each share – Threshold crossing” of the Articles of Association. Any shareholders other than natural persons directly or indirectly holding at least 10% of the 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. 1.16 Participation of shareholders in the General Meeting

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. It is recalled that 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. 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 in the Board of directors is not a source for them or the Company of a Conflict of Interest on a personal level or 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.”

M.R.M. 2019 UNIVERSAL REGISTRATION DOCUMENT

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