MRM - 2020 Universal Registration Document

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Corporate governance

Report on corporate governance

Valérie Ohannessian Independent director

Valérie Ohannessian is a graduate of the Paris Institute of Political Studies (IEP) and holds the “certi cat d’aptitude à la profession d’avocat” (French law diploma) as well as a Master’s Degree in Banking and Financial Law from Université Paris I Panthéon-Sorbonne. She joined the French Association of Financial Analysts (SFAF) in January 2021 as Chief Executive Offcer. She was the Chief Executive Officer of Coop de France from 2018 to 2019. Between 2001 and 2018 she was at the French Banking Federation, where she became Deputy CEO in 2008. She previously held various management positions in marketing, communication and public affairs at Gan, the French Federation of Insurance Companies, and Andersen Consulting.

1.4 Missions of the Board of directors In accordance with Article L.225-35 of the French Commercial Code, the Board of directors determines the Company’s business policies, monitors their implementation and controls the management of the Company, while taking into account the social and environmental impacts of the Company’s business. Subject to the powers expressly attributed by law to General Meetings and within the limits of the corporate purpose, the Board may consider any matter related to the successful operation of the Company, and makes decisions governing any matters that concern it. Any significant transaction that does not form part of the announced strategy, especially as described in Section 1.6, below, is subject to prior approval by the Board of directors. It may also conduct any examinations and controls that it deems necessary. The Board of directors may discuss any matter within its legal, regulatory and statutory powers. In particular, the Board of directors examines and approves the interim and annual financial statements (corporate and consolidated financial statements), approves the terms of the reports on the activity and results of the Company, and examines the corporate governance report. The Chief Executive Officer shall report regularly and by any means to the Board of directors on the Company’s financial position, cash position and commitments, and on any significant events and transactions pertaining to the Company. At least once every quarter, the Chief Executive Officer shall present a report to the Board of directors on the activity and operation of the Group. Each director is entitled to provide additional information on their own initiative, with the Chief Executive Officer being available to provide the Board of directors with explanations and relevant information. Directors may also ask to receive additional training on specific aspects of the Company’s business, segments, and matters pertaining to social and environmental responsibility.

1.5 Duties of the Chairman of the Board of directors Since 29 May 2013, the roles of Chairman of the Board of directors and Chief Executive Officer have been separated to re ect the Company’s shareholder structure and to draw on the experience of its executive team. The Chairman of the Board of directors performs the duties assigned to him by law. As such he organises and directs the work of the Board of directors and reports thereon to the General Meeting. The Chairman ensures the proper operation of the Company’s decision-making bodies, and in particular ensures that the directors are able to fulfil their duties. The Chairman of the Board of directors is also the Chairman of the Company’s Strategic Committee. As such he organises and oversees the work of the Strategic Committee and reports thereon to the Board of directors. On 5 April 2018, the Board of directors tasked its Chairman with the handling of investor relations. This role entails explaining to shareholders the positions taken by the Board of directors in its areas of expertise and making sure shareholders are kept apprised.

1.6 Duties and powers of the Chief Executive Of cer

The Chief Executive Officer has the widest powers to act in all circumstances on behalf of the Company subject to the limitations set forth hereunder. He exercises those powers within the limits of the corporate purpose, subject to the powers that are expressly attributed by law to General Meetings and those that are especially reserved for the Board of directors. The Chief Executive Officer represents the Company in its relations with third parties.

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M.R.M. 2020 UNIVERSAL REGISTRATION DOCUMENT