MRM // 2021 Universal Registration Document

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Corporate governance

Report on corporate governance

the Board of directors, at its meeting of 26 February 2014, strengthened this obligation by setting the minimum shareholding requirement at a number of shares worth €1,000 to be held for the entire term of office of each director involved (these being understood to be directors not related to the majority shareholder of the Company). Moreover, pursuant to Recommendation 23 of the AFEP-MEDEF Code, the Board of directors, when reappointing its executive corporate officers (Chairman of the Board of directors and Chief Executive Officer) in 2017, decided to also require them to acquire (directly or indirectly) and retain in registered form until the end of their term of office a number of shares worth a minimum of €1,000, bearing in mind that executive corporate officers employed by the Company’s majority shareholder are not personally bound by this obligation as their interest in the good governance of the Company is inherent in the fact that the Company employing them holds over 50% of M.R.M.’s share capital. The directors’ term of office lasts four years and expires at the end of the Ordinary General Meeting held to approve the financial statements for the past year, held in the year in which the term expires. On an exceptional basis, at a General Meeting reappointing directors by rotation, the General Meeting may appoint one or more directors for a term of office of less than four years. The number of directors having reached the age of 70 may not exceed one third of members of the Board. If this limit is reached, the oldest director is expected to step down at the end of the Ordinary General Meeting called to approve the financial statements for the financial year in which the abovementioned one-third limit is exceeded. The Board of directors appoints one of its members as Chairman. The Chairman must be a natural person and the Chairman’s term of office cannot exceed his term of office as a director. The Board may terminate his term of office at any time. When the Board votes on the termination of the Chairman’s term of office, the Chairman does not take part in this vote. The age limit for holding office as Chairman is 70. The age limit applied to the Chief Executive Officer and Deputy CEOs is the same as that applied to the Chairman of the Board of directors, and will take effect at the end of the Ordinary General Meeting called to approve the financial statements for the financial year in which the party in question reaches the age of 70. The Board of directors may, if it deems necessary, appoint one or more Vice-Chairmen whose sole role is to chair Board meetings in the absence of the Chairman.

Establishment of gender diversity targets within governing bodies (Recommendation 7.1 of the AFEP-MEDEF Code) The Board of directors, during its meeting of 3 December 2020, confirmed that it considers it necessary to seek a balanced representation of women and men within the Company’s management bodies, as well as in the most senior positions. However, the Board of directors has decided not to set gender equality targets within the management bodies, given the already balanced representation of men and women in the Company’s management, its small workforce and the absence of an Executive Committee. As of the date of this report, gender equality remains perfectly balanced within the Company’s management.

Recommendation adopted during the past financial year

Selection of new independent directors (Recommendation 17.2.1 of the AFEP-MEDEF Code)

At its meeting of 8 December 2021, the Board of directors adopted a written procedure for selecting future independent directors. These internal regulations, appended to the Board of directors’ internal regulations, are available on the Company’s website at www.mrminvest.com. 1.2 Rules governing the composition of the Board of directors The Company’s Articles of Association stipulate that the Board of directors is composed of a minimum of three members and a maximum of twelve, unless there is a legal exemption. Directors are appointed by the Ordinary General Meeting, which may also remove them from office at any time. The terms of office of outgoing directors may be renewed. In the event of absence due to death or the resignation of one or more director’ seats, the Board of directors may make provisional appointments between two General Meetings. If the number of directors falls below three, the remaining director(s) must immediately call an Ordinary General Meeting with a view to adding members to the Board. Provisional appointments made by the Board are subject to ratification by the earliest Ordinary General Meeting. A director appointed to replace another remains in office for the remaining term of office of his predecessor. Each director must own at least one company share. To ensure that directors’ interests match those of the Company,

M.R.M. 2021 UNIVERSAL REGISTRATION DOCUMENT

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