MRM - 2020 Universal Registration Document

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Corporate governance

Report on corporate governance

1.8 Meetings of the Board of directors in 2020 The Board of directors of the Company met five times in 2020 with meetings lasting two to three hours. The main work carried out during 2020 related to: • review of fnancial matters: approval of the 2019 annual fnancial statements and the 2020 half-year fnancial statements, decision to waive a distribution to shareholders in 2020 in respect of 2019, cash flow forecasts and budget for 2020, review of the Universal Registration Document, approval of the 2020 half-year fnancial report, authorisation of the signing of amendments to two credit agreements, implementation of the share buyback programme; • review of governance and human resources: approval of a free share allocation plan for employees, annual deliberation on gender equality in the workplace and pay, remuneration of corporate offcers, self-assessment of the Board of directors, review of the independence of the members of the Board of directors, distribution of the remuneration allocated to the members of the Board of directors, training of the members of the Board of directors, succession/ recruitment of the Chief Executive Offcer, appointment of the new Chief Executive Offcer, creation of the CSR Committee, update on the composition of the Board of directors and its committees, and update of the internal regulations of the Board of directors and its committees;

• review and validation of business topics, including: monitoring of the management of the health crisis related to the COVID-19 pandemic and its impacts, review of the retail property value-enhancement plan, updating of the business plan, review of ongoing disputes, adoption of a Climate Plan, reflection on the Company’s strategic directions for the future; • preparation and convening of the General Meeting of shareholders and the adoption of the related reports (in particular Board reports and corporate governance report); • shareholder dialogue report. The Board’s annual review of the Chief Executive Officer’s performance takes place without the latter’s presence and, if the CEO is also a director, he or she does not take part in the vote determining his or her remuneration. To date, the Chief Executive Offcer is not a director. The Chief Executive Officer succession plan was presented by François de Varenne to the Board of directors and discussed and approved by the same on 7 December 2017 without the CEO being present at any time. The plan sets out the course of action should the Chairman or the CEO no longer be able to carry out their duties. The issue of executive succession was discussed during the Board meeting of 5 December 2019, and was effectively implemented in 2020 as part of the replacement of Jacques Blanchard as Chief Executive Offcer. The succession plan will be reviewed again in 2021.

In 2020, the average attendance rate of the Board’s members was 95.2%. The following table shows the attendance of each Board member during the past year:

Members of the Board of directors

Attendance rate

François de Varenne Jacques Blanchard

7 meetings out of 7 (100%) 7 meetings out of 7 (100%) 7 meetings out of 7 (100%) 7 meetings out of 7 (100%) 5 meetings out of 7 (71.4%) 7 meetings out of 7 (100%)

Gilles Castiel

Brigitte Gauthier-Darcet

SCOR SE represented by Karina Lelièvre

Valérie Ohannessian

OVERALL RATE

95.2%

Furthermore, pursuant to Recommendation 6.2 of the AFEP-MEDEF Code, at its meeting of 5 April 2018 the Board of directors set the objectives, modalities and results of its diversity policy to encourage gender balance and an appropriate mix of nationalities, international experience and expertise. Thus, with regard to its size and current composition, the Board of directors set the objective of maintaining the

current degree of diversity in terms of independent members, expertise and women. As of the date of this report, the objectives have been achieved because the Board still has two independent members and three women and three men.

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M.R.M. 2020 UNIVERSAL REGISTRATION DOCUMENT