MRM - 2019 Universal 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 forthcoming 2020 General Meeting, in accordance with the principles and criteria applying to the remuneration of the Chief Executive Officer approved by the General Meeting of 29 May 2019 in its eleventh resolution:

Components of remuneration paid during the financial year ended or allocated for the financial year ended

Amount or accounting valuation put to the vote €200,000 (gross amount in equal monthly payments in 2019) €80,000 (gross amount paid in 2019 for 2018) €80,000 (amount payable for 2019, following approval by the forthcoming 2020 General Meeting, subject to a vote in favour)

Presentation

Fixed remuneration

Annual fixed gross remuneration of €200,000 (unchanged since 1 August 2013). See Section 2.2.1 for the variable amount paid for 2018. The performance criteria on which annual variable remuneration awards for 2019 are based include: (i) increasing rental income of retail properties to reach the target of €10 million in annualised net rents, (ii) completing the value-enhancement plan of the Valentin shopping centre (extension works and lettings), (iii) acquiring retail properties and selling them for an amount which matches their appraisal value, and (iv) helping to develop an acquisition strategy and a three-year investment plan. At its meeting of 27 February 2020, the Board of Directors assessed the Chief Executive Officer’s achievement level of targets (i), (ii) and (iv) at 100%, criterion (iii) being inapplicable. The Board of directors reserves the right to award a multi-year variable remuneration in cash to the Chief Executive Officer whose amount and payment will be subject to achieving quantitative and/or qualitative performance criteria 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 2019. 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 2019. The Chief Executive Officer receives no remuneration for his office of director.

Annual variable remuneration

Multi-year variable remuneration in cash

-

Exceptional remuneration -

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

-

N/A

€9,828

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

M.R.M. 2019 UNIVERSAL REGISTRATION DOCUMENT

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