MRM - 2020 Universal Registration Document

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Corporate governance

Report on corporate governance

a severance payment not exceeding six months of gross annual fxed remuneration under the following conditions: • in the event of their removal from offce as Chief Executive Offcer due to a change in control or strategy of the M.R.M. group or for just cause, except for gross negligence, attributable to the Chief Executive Offcer or following a notoriously negative performance of the Company (one-off performance) (a “Forced Departure”), the Chief Executive Offcer will beneft from a severance payment limited to an amount of €87,500, equivalent to a maximum of six months of gross annual fxed remuneration (the “Compensation”) subject to compliance with performance conditions. The payment of this Compensation will be subject to prior verifcation of the performance condition defned below. The performance condition (“Performance Condition”) will be met in respect of a given fnancial year if at least two of the following three criteria are met consecutively over the two fnancial years preceding the date of departure of the Chief Executive Offcer: –– the IRR of the M.R.M. group must be at least 5%, –– the change in the share price of M.R.M. over the reference period must not be more than 10% lower than that of the IEIF SIIC France index, –– M.R.M.’s Climate Plan is in line with the roadmap approved by the Board of directors; • in the event of a Forced Departure, the Board will meet to determine whether or not the Performance Condition has been met. In the event that the Board determines that the Performance Condition has been met, the Compensation shall be paid to the Chief Executive Offcer as soon as possible. For all practical purposes, it is specifed that in the event of a Forced Departure before the expiry of a period of two years from the date of taking offce as Chief Executive Offcer, the Performance Condition will be considered as fulflled if one of the above criteria is met over the actual time in offce of the Chief Executive Offcer. Except in the event of a Forced Departure and in particular, but without limitation, if the Chief Executive Offcer resigns, no Compensation of any kind will be payable to the Chief Executive Offcer. These criteria for the severance package contribute to the objectives of the remuneration policy as they aim in particular to promote the Group’s proftability and its attractiveness to investors and to accelerate its CSR strategy, a factor of long-term growth. In accordance with the recommendations of the AFEP- MEDEF Code, the Chief Executive Officer does not have an employment contract. Should the Board of directors decide to appoint one or more Deputy Chief Executive Officers, the remuneration policy applicable to the Chief Executive Officer would also be applicable to the Deputy Chief Executive Officers.

Should the Board of directors decide to combine the positions of Chairman and Chief Executive Officer, the remuneration policy applicable to the Chief Executive Officer would be also be applicable to the Chairman and Chief Executive Officer. Payment of the components of variable remuneration and where applicable exceptional remuneration allocated for the past financial year is subject to approval by the Ordinary General Meeting of the components of remuneration and benefits in kind paid to the Chief Executive Officer during the previous financial year or allocated for that financial year ( ex-post individual vote). Consequently, payment of these items will be made, subject to this condition, after the General Meeting to be held in 2022, called to approve the financial statements for 2021. 2.1.2 Remuneration policy for the Chairman of the Board of directors The remuneration policy for the Chairman of the Board of directors, as set by the Board of directors, is described below. It will be the subject of an ordinary resolution submitted for the approval of shareholders at the forthcoming 2021 General Meeting ( ex-ante vote). The Board of directors decided that if the Chairman of the Board is an employee of SCOR group, he will not receive remuneration in respect of his office as Chairman of the Board of M.R.M. Therefore, François de Varenne, Chairman of the Board of directors of M.R.M. and an employee of the SCOR group, receives no remuneration or benefits from the Company and its subsidiaries. Similarly, he does not receive any remuneration or benefit likely to be due or allocated in respect of his office as Chairman of the Board of directors of M.R.M. However, should the Board of directors decide to appoint a new Chairman of the Board who is not an employee of the SCOR group, the remuneration policy would be as follows. The components of the total remuneration and benefits in kind due, in respect of his office, and their respective weightings, are as follows: Annual fixed remuneration The Chairman of the Board of directors would receive annual fixed remuneration payable in twelve monthly instalments whose amount would be determined according to the extent of his or her duties and responsibilities, taking into account market practices.

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M.R.M. 2020 UNIVERSAL REGISTRATION DOCUMENT