MRM // 2021 Universal Registration Document

4.

CORPORATE GOVERNANCE

Report on corporate governance

4.1

In accordance with Articles L.225-37, L.225-37-4 and L.22-10-8 to L.22-10-11 of the French Commercial Code, the purpose of this report is to present information on the composition, workings and powers of the Board of directors and executives of M.R.M. SA (the “Company”), information on executive remuneration, and information on factors likely to have an impact in the event of a takeover bid. In preparing this report, the Board of directors based their work on the 2021 French Autorité des Marchés Financiers (the “AMF”) annual report on corporate governance, remuneration of executive corporate offcers of listed companies, on the

AFEP-MEDEF Corporate Governance Code (the “AFEP MEDEF Code”) application guidelines issued by the High Committee for corporate governance (the “HCGE”) in March 2020, and the HGCE annual report of November 2021. The AFEP-MEDEF Code is available online at www.afep.com. The report’s preparation gave rise to preparatory work involving the Chairman of the Board of directors, the Chief Executive Officer and the Chief Financial Officer. This report is subject to internal review by the Group’s various governing bodies, namely the Strategic Committee and the Board of directors.

1.

Information on the composition, workings and powers of the Board of directors

1.1 Reference to the AFEP-MEDEF Corporate Governance Code

The Company had no other specialist committee on the date of this report. This situation is explained by the Company’s size and business and the fact that it has only fve employees. The duties of a Remuneration Committee, as defined in the AFEP-MEDEF Code, are currently directly performed by the Board of directors. In addition, the necessity for such a committee appears limited at the present time insofar as the Chief Executive Officer is the sole corporate officer paid by the Company, and it was decided that only nonemployee directors of the majority shareholder of the Company would receive remuneration, in accordance with the allocation rule presented in Section 2.2.3 “Remuneration of non-executive corporate officers” of this report. Similarly, the duties of a Nomination Committee, as defined in the AFEP-MEDEF Code, are for the same reasons currently directly performed by the Board of directors.

Since the Board of directors’ meeting of 24 November 2008, the Company has referred to the AFEP-MEDEF Code. The AFEP-MEDEF Code and HCGE Recommendations may be consulted at the Company’s head office and online at www.afep.com. In accordance with Article L.22-10-10, paragraph 4, of the French Commercial Code, this report details the reasons why certain provisions of the AFEP-MEDEF Code, which the Company voluntarily adopted, were rejected or are in the course of being implemented.

Rejected recommendations

Composition and number of specialist committees (Recommendations 16 and 17 of the AFEP-MEDEF Code) The Board of directors is assisted in the performance of its work by an Audit Committee, a Strategic Committee and a Corporate Social Responsibility Committee.

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M.R.M. 2021 UNIVERSAL REGISTRATION DOCUMENT