MRM - 2019 Universal Registration Document

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Corporate governance

Corporate governance report

2.2.2 Remuneration of the Chairman of the Board of directors François de Varenne, Chairman of the Company’s Board of Directors, does not receive any remuneration from the Company or its subsidiaries. As a member of the Executive Committee of SCOR SE (the entity controlling the Company as defined by Article L.233-16 of the French Commercial Code), he receives remuneration and benefits from SCOR SE. However, no remuneration is due or awarded to him as Chairman of the Board of directors of M.R.M.

At its meeting of 29 May 2019, as in previous years, the Board of directors decided to use this amount to remunerate the attendance of independent directors, in the following proportions, specifically linked to industry practice, as follows: • remuneration of €1,100 per Board meeting attended by the independent director; • remuneration of €1,100 per Audit Committee meeting attended by the independent director; • remuneration of €2,200 per Committee meeting attended by the Chairman or Chairwoman (independent director) of the committee in question; • remuneration of €1,100 per independent director to be invested in Company shares. Except for the last item, which is intended to promote compliance with the share ownership requirement imposed by the internal regulations, this remuneration is variable in full and based entirely on independent directors’ attendance and participation in Board of directors and Audit Committee meetings. The table below summarises the remuneration received by non-executive directors over the last two years:

2.2.3 Remuneration of the non-executive corporate officers

The remuneration set out by Article L.225-45 of the French Commercial Code (formerly referred to as “Director’s fees”) is the only remuneration component paid to non-executive corporate officers. The Ordinary General Meeting of 1 June 2017 decided to set the total amount of Directors’ remuneration at €55,000, pending further decision.

2019

2018

Remuneration for the office of director, and other remuneration paid or awarded by the Company

Amounts awarded

Amounts paid

Amounts awarded

Amounts paid

Gilles Castiel Remuneration for the office of director

- -

- -

- -

- -

Other remuneration

Brigitte Gauthier-Darcet Remuneration for the office of director

€19,800

€19,800

€18,700

€9,900

Other remuneration

-

-

-

-

Valérie Ohannessian Remuneration for the office of director

€12,100

€6,600

€2,200

€2,200

Other remuneration

-

-

-

-

SCOR SE represented by Karina Lelièvre Remuneration for the office of director

- -

- -

- -

- -

Other remuneration

Gérard Aubert (1) Remuneration for the office of director

€2,200

€9,900

€7,700

Other remuneration

-

-

-

Jean Guitton (2) Remuneration for the office of director

- -

- -

Other remuneration

TOTAL

€31,900 €28,600 €30,800 €19,800

(1) Director until 30 November 2018. (2) Director until 30 November 2018, the date on which his resignation became effective.

M.R.M. 2019 UNIVERSAL REGISTRATION DOCUMENT

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