MRM - 2020 Universal Registration Document

4.

CORPORATE GOVERNANCE

Report on corporate governance

4.1

In accordance with Articles L.225-37, L.225-37-4 and L.22-10-8 to L.22-10-11 of the French Commercial Code, the purpose of this report is to present information on the composition, workings and powers of the Board of directors and executives of M.R.M. SA (the “Company”), information on executive remuneration, and information on factors likely to have an impact in the event of a takeover bid. In preparing this report, the Board of directors relied on the 2020 annual report on corporate governance, executive remuneration, internal control and risk management of the

French Financial Markets Authority (AMF) and the revised and enhanced version of the AFEP-MEDEF Corporate Governance Code application guidelines issued by the High Committee for Corporate Governance (HCGE). The AFEP-MEDEF Code is available online at www.afep.com. The report’s preparation gave rise to preparatory work involving the Chairman of the Board of directors, the Chief Executive Officer and the Chief Financial Officer. This report is subject to internal review by the Group’s various governing bodies, namely the Strategic Committee and the Board of directors.

1.

I nformation on the composition, workings and powers of the Board of directors

1.1 Reference to the AFEP-MEDEF Corporate Governance Code

had no other specialist committee on the date of this report. This situation is explained in particular by the Company’s size and business and the fact that it has only four employees. The duties of a remuneration committee, as defined in the AFEP-MEDEF Code, are currently directly performed by the Board of directors. In addition, the necessity for such a committee appears limited at the present time insofar as the Chief Executive Officer is the sole corporate officer paid by the Company, and it was decided that only nonemployee directors of the majority shareholder of the Company would receive remuneration, in accordance with the allocation rule presented in Section 2.2.3 “Remuneration of non-executive corporate officers” of this report. Similarly, the duties of a nomination committee, as defined in the AFEP-MEDEF Code, are for the same reasons currently directly performed by the Board of directors. To date, the Board of directors has not adopted a procedure for selecting future independent directors; it will nevertheless examine this opportunity during one of its meetings in 2021.

Since the Board of directors’ meeting of 24 November 2008, the Company has referred to the AFEP-MEDEF Code. The AFEP-MEDEF Code and HCGE Recommendations may be consulted at the Company’s head office and online at www.afep.com. In accordance with Article L.22-10-10, paragraph 4, of the French Commercial Code, this report details the reasons why certain provisions of the AFEP-MEDEF Code, which the Company voluntarily adopted, were rejected or are in the course of being implemented.

Rejected recommendations

Composition and number of specialist committees (Recommendations 16 and 17 of the AFEP-MEDEF Code) The Board of directors is assisted in the performance of its work by an Audit Committee, a Strategic Committee and a Corporate Social Responsibility Committee. The Company

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M.R.M. 2020 UNIVERSAL REGISTRATION DOCUMENT