MRM - 2020 Universal Registration Document

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Corporate governance

Report on corporate governance

1.9 Assessment of the Board of directors in 2020 For the seventh consecutive year, the Company devised an assessment questionnaire based on the Board’s working methods and sent it to the directors in November 2020. This helped it to identify areas for improvement as well as those where progress has been made. The questionnaire covered the composition of the Board, its organisation, its operation and the composition and operation of both its committees (Audit Committee and Strategic Committee). All six directors responded to the questionnaire and the Board of directors dedicated an item on the agenda of its meeting of 3 December 2020 to present a summary of the responses to the questionnaire and to discuss the topic. The main conclusions of this analysis are as follows: on a scale of scores ranging from 1 to 5 (with 5 being the best score), the scores given by the directors are high, with a range of between 4.2 and 5 depending on the subjects, and were generally stable compared to the past year. In summary, the directors particularly praised the following positive points: • composition of the Board deemed very satisfactory. The assessment specifically commends: –– the application of the principles set out by the Company as to the Board’s composition, –– the perfect parity of gender representation on the Board, –– the proportion of independent directors, in accordance with the recommendations of the AFEP-MEDEF Code, –– attendance record of directors, at more than 95% in 2020; • organisation and operating conditions of the Board, deemed very satisfactory with a slight improvement in rating compared to last year. The assessment highlights the following strengths: –– quality of the decision-making process, –– access to documents allowing a satisfactory knowledge of the Company, as well as their volume, –– respect for the confdentiality of the Board’s discussions and information provided in advance, –– respect for freedom of speech within the Board, –– management of the COVID-19 crisis by the Board as well as the logistical operation of the Board during this crisis. The assessment also shows an improvement in: –– deadlines for the prior submission of documents, –– access to training allowing a satisfactory knowledge of the Company, –– communication of important Company events outside the Board meetings, –– usefulness of the preparatory work of the Committees for decision-making by the Board;

• The Board’s activities, deemed very satisfactory with an increase in the score compared to last year. The assessment highlights the following areas of progress: –– the directors were satisfed that more time has been devoted to the strategy of the M.R.M. group in 2020, allowing a greater contribution from the Board on this subject, –– a better assessment of the risks incurred by the Company and the means implemented to manage them, thanks to the implementation of risk mapping. The assessment particularly welcomes: –– the quality of the recruitment and appointment process for the new Chief Executive Offcer, as well as the Board’s involvement in defning the Chief Executive Offcer’s remuneration policy, –– all items linked to financial management, budgets and results; • the functioning and quality of the Committees which were deemed extremely satisfactory. The directors also had this to say: • the Board of directors of M.R.M. works just as well as the other Boards of directors on which they sit; • the current remuneration of Board and Committee members is appropriate; • on the whole, the recommendations stemming from the previous assessment had been taken into account. The Board also discussed the areas for improvement identifed by the directors. 1.10 Composition and duties of the Audit Committee On 20 April 2009, the Board decided to establish an Audit Committee with the following duties: • monitor the process used to prepare the financial information, including: –– analyse of the annual and interim financial statements prepared by the Company before they are approved and examine certain elements before presenting them to the Board of directors, –– ensure the relevance and consistency of the regulatory accounting methods adopted to prepare the corporate and consolidated financial statements, –– study the changes in and amendments to the accounting principles and rules, –– ensure the relevance and consistency of accounting methods, in particular those used to record significant transactions undertaken by the Company,

M.R.M. 2020 UNIVERSAL REGISTRATION DOCUMENT

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