MRM - 2019 Universal Registration Document

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Corporate governance

Corporate governance report

This information will be the subject of an ordinary resolution submitted for the approval of shareholders at the forthcoming 2020 General Meeting, in accordance with Article L.225-100 II of the French Commercial Code. In 2019, the Company’s executive corporate officers were: • François de Varenne, Chairman of the Board of directors and as such a non-executive corporate officer; • Jacques Blanchard, Chief Executive Officer and as such an executive corporate officer. In 2019, the Company’s non-executive corporate officers were Brigitte Gauthier-Darcet, Valérie Ohannessian, Gilles Castiel and SCOR SE. The Company’s executive and non-executive corporate officers received no stock options or free shares, given that the Company has not set up any stock option or free share allocation plans.

At its meeting of 29 May 2019, the Board of directors of the Company decided to use the amount of €55,000 allocated to directors’ remuneration for 2019 by the General Meeting of 1 June 2017 to remunerate the attendance of the independent directors, namely Brigitte Gauthier-Darcet and Valérie Ohannessian, pending further decision. Jacques Blanchard has received remuneration as Chief Executive Officer of the Company, but has not received any remuneration for his office of director. François de Varenne has not received any remuneration or benefit from the Company or its subsidiaries as Chairman of the Board of directors. He is remunerated by SCOR SE, the Company’s parent company as defined by Article L.233-16 of the French Commercial Code, as a member of its Executive Committee. To this end, no remuneration is due or awarded to him as Chairman of the Board of directors of M.R.M.

The table below provides a summary of the total remuneration and options and shares allocated by the Company to the executive corporate officers over the last two years:

2019

2018

Jacques Blanchard, Chief Executive Officer Remuneration awarded for the financial year

€289,828

€289,712

Value of multi-year variable remuneration awarded during the year

- - -

- - -

Value of options awarded during the year

Value of free share awards

TOTAL

€289,828

€289,712

136

M.R.M. 2019 UNIVERSAL REGISTRATION DOCUMENT