MRM - 2020 Universal Registration Document

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Corporate governance

Report on corporate governance

Fairness ratios In accordance with Article L.22-10-9 I of the French Commercial Code and with AFEP guidelines on remuneration multiples, the table below shows the fairness ratios for the last five years between the total gross remuneration paid to the Chief Executive Officer (the ratio was not presented for the Chairman of the Board of directors, as he receives no remuneration in respect of his term of offce) and the mean/median gross (1) remuneration paid to employees for the financial year in question:

2020

2019

2018

2017

2016

Mean remuneration of employees, excluding corporate officers

€95,255

€95,348

€90,619

€87,585

€79,865

-0.1%

+5.2%

+3.5%

+9.7%

+3.5%

Change N/N-1

Median remuneration of employees, excluding corporate officers

€96,780

€99,740

€92,336

€88,919 +14.7%

€77,500

-3.0%

+8.0%

+3.8%

+7.2%

Change N/N-1

Total remuneration of the Chief Executive Officer

€282,508

€289,828

€265,712

€388,688

€281,445

-2.5%

+9.1%

-31.6%

+38.1%

+0.2%

Change N/N-1

Ratio to average remuneration of employees Change N/N-1 Ratio to median remuneration of employees

297% -2.4%

304%

293%

444%

352% -3.1%

+3.7%

-33.9%

+25.9%

292%

291%

288%

437%

363% -6.5%

+0.5%

+1.0%

-34.2%

+20.4%

Change N/N-1

In addition, the table below shows changes in the Group’s performance over the last five years:

2020

2019

2018

2017

2016

Consolidated net income

-€7,173 thousand €3,157 thousand -€10,428 thousand -€4,628 thousand €5,089 thousand

-327.2%

-130.3%

+125.3%

-190.9%

-30.2%

Change N/N-1

Net operating cash ow

€2,946 thousand €2,958 thousand €2,400 thousand €1,733 thousand €4,948 thousand

-0.4%

+23.3%

+38.5%

-65.0%

+12.9%

Change N/N-1

2.2.2 Remuneration of the Chairman of the Board of directors François de Varenne, Chairman of the Company’s Board of directors, does not receive any remuneration from the Company or its subsidiaries. As a member of the Executive Committee of SCOR SE (the entity controlling the Company as defined by Article L.233-16 of the French Commercial Code), he receives remuneration and benefits from SCOR SE. However, no remuneration is due or awarded to him as Chairman of the Board of directors of M.R.M.

2.2.3 Remuneration of the non-executive corporate of cers

The remuneration set out by Article L.225-45 of the French Commercial Code (formerly referred to as “director’s fees”) is the only item of remuneration paid to non-executive corporate officers. The Ordinary General Meeting of 26 June 2020 decided to set the total amount of this type of remuneration for directors at €65,000, pending a further decision.

(1) As the free shares granted to employees decided in 2019 and in 2020 have not yet been definitively granted, they have not been included in the total remuneration of employees, it being noted that the Chief Executive Officer has not benefited from them.

M.R.M. 2020 UNIVERSAL REGISTRATION DOCUMENT

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