MRM - 2019 Universal Registration Document

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Corporate governance

Corporate governance report

2.1.2 Remuneration policy for the Chairman of the Board of directors The remuneration policy for the Chairman of the Board of directors, as set by the Board of directors, is described below. It will be the subject of an ordinary resolution submitted for the approval of shareholders at the forthcoming 2020 General Meeting ( ex-ante vote). The Board of directors decided that if the Chairman of the Board is an employee of SCOR group, he will not receive remuneration in respect of his office as Chairman of the Board of M.R.M. Therefore, François de Varenne, Chairman of the Board of directors of M.R.M. and an employee of the SCOR group, receives no remuneration or benefits from the Company and its subsidiaries. Similarly, he does not receive any remuneration or benefit likely to be due or allocated in respect of his office as Chairman of the Board of directors of M.R.M. However, should the Board of directors decide to appoint a new Chairman of the Board who is not an employee of the SCOR group, the remuneration policy would be as follows. The components of the total remuneration and benefits in kind due, in respect of his office, and their respective weightings, are as follows: Annual fixed remuneration The Chairman of the Board of directors would receive annual fixed remuneration payable in twelve monthly instalments whose amount is determined according to the extent of his duties and responsibilities, taking into account market practices. Remuneration awarded for the office of member of the Board The Chairman of the Board of directors may receive remuneration for his office as a member of the Board, under the same conditions as have been set for other members (see below). Benefits in kind The Chairman of the Board could have healthcare and personal risk cover as well as a company car.

2.1.3 Remuneration policy for members of the Board of directors

The thirteenth ordinary resolution of the General Meeting of 1 June 2017 set the annual overall remuneration amount for members of the Board to directors at €55,000. In order to allow for the possibility of extend the remuneration of members of the Board of directors who are not employees of the SCOR group, the forthcoming 2020 General Meeting will be asked to increase this amount from €55,000 to €65,000. Please note that this amount would be valid for the financial year in progress, and until any new decision by the General Meeting. The remuneration policy for members of the Board, as set by the Board of Directors, is described below. It will be the subject of an ordinary resolution submitted for the approval of shareholders at the forthcoming 2020 General Meeting (ex-ante vote). At its meeting of 2 April 2020, the Board of directors amended the distribution criteria for the fixed annual amount allocated by the General Meeting to members of the Board. The criteria are now as follows: The amount is used to remunerate the attendance of independent directors and directors who are not employees of the SCOR group, in the following proportions, specifically linked to industry practice, as follows: • remuneration of €1,100 per Board of directors meeting attended by the director; • remuneration of €1,100 per Committee meeting attended by the director; • remuneration of €2,200 per Committee meeting attended by the director Chairman or Chairwoman of the Committee in question; • remuneration of €1,100 per director to be invested in Company shares. Please note that previously, only independent directors were eligible for such remuneration. (approval of the information set out by Article L.225-37-3 (I) of the French Commercial Code – overall ex-post vote) In accordance with Article L.225-37-3 of the French Commercial Code and in accordance with the principles and criteria applying to the remuneration of the executive corporate officers approved by the General Meeting of 29 May 2019 in its tenth and eleventh resolutions, the Company reports below on the total remuneration and benefits in kind paid in the financial year ended to each corporate officer by the Company or entities under its control as defined by Article L.223-16 of the French Commercial Code. 2.2. Total remuneration and benefits paid to the corporate officers in 2019

M.R.M. 2019 UNIVERSAL REGISTRATION DOCUMENT

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