MRM - 2020 Universal Registration Document

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Corporate governance

Report on corporate governance

or granted in respect of the past fnancial year in accordance with the remuneration policies for corporate offcers approved by the General Meeting of 26 June 2020 in its sixth, seventh and eighth resolutions, to each of the corporate offcers by the Company and the companies included in the scope of consolidation within the meaning of Article L.223-16 of the French Commercial Code. This information will be the subject of an ordinary resolution submitted for the approval of shareholders at the forthcoming 2021 General Meeting, in accordance with Article L.20-10-34 I of the French Commercial Code. In 2020, the Company’s executive corporate officers were: • François de Varenne, Chairman of the Board of directors and, as such, a non-executive corporate officer; • Jacques Blanchard, Chief Executive Offcer and, as such, executive corporate offcer until 1 October 2020; • François Matray, Chief Executive Offcer and, as such, executive corporate offcer since 1 October 2020. The non-executive corporate offcers of the Company for the 2020 fnancial year were Brigitte Gauthier-Darcet, Valérie Ohannessian, Gilles Castiel and SCOR SE represented by Karina Lelièvre, as well as Jacques Blanchard since 1 October 2020. The Company’s executive and non-executive corporate officers received no stock options or free shares from the Company, given that the Company has not set up any stock option or free share allocation plans for its corporate offcers. At its meeting of 26 June 2020, the Board of directors of the Company decided to use the budget of €65,000, which was allocated for the remuneration for directorships by the shareholders’ Meeting of 26 June 2020, until further notice, for the purpose of remunerating the attendance of the independent directors (namely Brigitte Gauthier-Darcet and Valérie Ohannessian) and directors who are not employees of the SCOR group (namely, Jacques Blanchard), for the year 2020. Jacques Blanchard, Chief Executive Offcer of the Company until 1 October 2020, received from the Company only remuneration for his offce as Chief Executive Offcer of the Company, but no remuneration for his offce as director. François de Varenne has not received any remuneration or benefit from the Company or its subsidiaries as Chairman of the Board of directors. He is remunerated by SCOR SE, the Company’s parent company as defined by Article L.233-16 of the French Commercial Code, as a member of its Executive Committee. To this end, no remuneration is due or awarded to him as Chairman of the Board of directors of M.R.M.

Remuneration awarded for the office of member of the Board The Chairman of the Board of directors may receive remuneration for his or her office as a member of the Board, under the same conditions as have been set for other members (see below). Benefits in kind The Chairman of the Board may have healthcare and personal risk cover, as well as a company car. The Annual General Meeting of 26 June 2020 stated in its ffth ordinary resolution the total annual amount of remuneration to be allocated to the members of the Board of directors at €65,000, it being specifed that this amount was valid for the current fnancial year and until a further decision of the General Meeting. The remuneration policy for members of the Board, 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). At its meeting of 2 April 2020, the Board of directors amended the distribution criteria for the fixed annual amount allocated by the General Meeting to members of the Board. The criteria are now as follows: The amount is used to remunerate the attendance of independent directors and directors who are not employees of the SCOR group, in the following proportions, specifically linked to industry practice, as follows: • remuneration of €1,100 per Board meeting attended by the director; • remuneration of €1,100 per Committee meeting attended by the director; • remuneration of €2,200 per Committee meeting attended by the director Chairperson of the Committee in question; • remuneration of €1,100 per director to be invested in Company shares. 2.1.3 Remuneration policy for members of the Board of directors 2.2 Total remuneration and bene ts paid to the corporate of cers in 2020 (approval of the information set out in Article L.22‑10-9 of the French Commercial Code – overall ex-post vote) Pursuant to Article L.22-10-9 I of the French Commercial Code, the Company reports below on the total remuneration and benefts of any kind paid during the past fnancial year

M.R.M. 2020 UNIVERSAL REGISTRATION DOCUMENT

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