MRM - 2020 Universal Registration Document

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Corporate governance

Report on corporate governance

In accordance with the internal regulations of the Board of directors, the Chief Executive Officer may not undertake the following without prior authorisation from the Board: (i) approve and make any significant changes to the Company’s or Group’s annual budget or multi-year business plan; (ii) acquire or dispose of any Group assets whatsoever (including Company shares and fund units), or carry out any capital expenditure above €1,000,000; (iii) carry out any operating expenditure for the Group above €100,000 a year; (iv) sign on behalf of the Group any lease agreement relating to a total surface area of more than 1,000 Sqm and for which the economic terms fall short of those stipulated in the multi-year business plan; (v) incur any new debt or change the terms of any existing debt (including any early repayment, renegotiation or refinancing of bank loans); (vi) make any corporate decision requiring advance approval by the Group’s banks pursuant to existing financing arrangements or which are likely to impact the Company and its subsidiaries’ compliance with their respective declarations and obligations pursuant to said financing arrangements; (vii) hire any employee under a permanent or fixed-term employment contract; (viii) issue any guarantee, bond or security or grant any collateral and make any off-balance sheet commitment on the part of a Group entity for an amount above €100,000; (ix) sign any transaction agreement relating to a dispute in which the Company and/or its subsidiaries must pay or are likely to have to pay an amount above €100,000; (x) carry out any intra-group restructuring such as a merger, spin-off, partial asset contribution, dissolution or creation of an entity; (xi) change any of the Group’s accounting methods; or (xii) carry out any significant transaction that does not form part of the Company’s announced strategy. No annual authorisation was given by the Board of directors to the Chief Executive Officer to give deposits, securities and guarantees to the tax and customs authorities and/or with respect to third parties on the Company’s behalf, for a period not exceeding one year and, except in the cases set out by regulations, subject to the limitations of an overall ceiling set by the Board. Thus, every guarantee, bond or security given by the Company with regard to commitments entered into by third parties must be authorised in advance by the Board of directors in accordance with Article L.225-35 of the French Commercial Code.

On 23 September 2020, the Board of directors took note of the decision of Jacques Blanchard to resign from his duties as Chief Executive Offcer as of 1 October 2020, in order to retire. The Board of directors accordingly appointed François Matray as Chief Executive Offcer with effect from 1 October 2020 for a term of offce due to end following the Ordinary General Meeting to be held in 2024 called to approve the fnancial statements for the preceding fnancial year. 1.7 Meetings and decisions of the Board of directors The Board of directors meets as often as required in the interests of the Company, either at the head office or in any other place specified in the notice of meeting. Board meetings may be convened by the Chairman or any person delegated by the Chairman, by any means. If the Board has not met for more than two months, at least one-third of its members may ask the Chairman to call a meeting to consider a particular agenda. As the roles of Chairman of the Board of directors and Chief Executive Officer are separate, the Chief Executive Officer may also ask the Chairman to call a Board meeting to consider a particular agenda. Meetings are chaired by the Chairman of the Board of directors. In the event that the Chairman is absent, the Board is chaired either by a Vice-Chairman (if one has been appointed) or, in the absence of any Vice-Chairman, by one of its members appointed by the Board to chair the meeting. The Board can only validly deliberate if at least half of its members are present. Decisions are taken by a majority of the votes of the members present or represented. These internal regulations stipulate that the Board of directors must meet at least four times a year. A draft schedule of meetings is approved in October at the latest for the following year, to enable its members to attend. The Board also uses video-conferencing or telecommunications technology for Board meetings, and allows the directors who participate in Board meetings by such means to be considered as present for the purposes of calculating the quorum and majority, subject to the limitations and conditions laid down by current legislation and regulations. Apart from any exceptional legal or regulatory provisions related to the current context of the health crisis, this method of participation by video-conference or telecommunication is not possible for meetings of the Board whose agenda concerns the appointment, remuneration or dismissal of the Chairman, the appointment, remuneration or dismissal of the Chief Executive Offcer, the approval of the annual fnancial statements, the consolidated fnancial statements and the management report. The Board of directors may also take decisions by consulting the directors in writing under the conditions provided for by law.

M.R.M. 2020 UNIVERSAL REGISTRATION DOCUMENT

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