MRM // 2021 Universal Registration Document

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Corporate governance

Report on corporate governance

1.3.4 Independent directors – Annual review of the independence of each director The Company applies the definition and criteria for independence established in Recommendation 9 of the AFEP-MEDEF Code. A director is independent when “he or she has no relationship of any kind whatsoever with the Company, its Group or its management which may interfere with the exercise of his or her free judgement”. At the date of this report, the Board of directors deemed two of its six directors to be independent as defined by the AFEP-MEDEF Code and its internal regulations, namely Brigitte Gauthier-Darcet and Valérie Ohannessian, or one third of its members, in accordance with the proportion referred to in Recommendation 9.3 of the AFEP-MEDEF Code applicable to controlled companies (1) . Pursuant to the AFEP-MEDEF Code, the Board takes into account the following criteria when deciding on the independence of a director: 1. “Is not an employee or executive corporate officer of the Company, an employee, executive corporate officer or director of a company consolidated by the Company, an employee, executive corporate officer or director of the Company’s parent company or one of its consolidated entities, and has not been in the last five years. 2. Is not an executive corporate officer of an entity of which the Company, directly or indirectly, is a director or of which an employee designated as such or an executive corporate officer of the Company (currently or in the last five years) is a director.

3. Is not a client, supplier, commercial banker, investment banker or consultant (or related directly or indirectly to these persons): - with significant weighting for the Company or its Group, - for which the Company or its Group represents a significant share of business. 4. Has no close family ties with a corporate officer of the Company; 5. Has not been a statutory auditor of the Company over the previous five years; 6. Has not been a director of the Company for more than twelve years.” In addition to the aforementioned criteria defined by the AFEP-MEDEF Code, the Company applies the following criteria and stipulations: 7. Has not received from the Company, in any form, with the exception of directors’ fees, gross remuneration of more than €100,000 over the previous five years; 8. Does not represent a significant shareholder of the Company, where: – (i) a shareholder is considered significant if it owns more than 5% of the share capital or voting rights (calculated by consolidating its various equity investments), – (ii) below this threshold, the Board of directors shall systematically examine their independent status taking into account the Company’s capital structure and any potential conflicts of interest. The internal regulations of the Board of directors include a requirement to perform an individual review of each director to confirm their independence on an annual basis and before they are co-opted or put to the General Meeting for approval.

The table below shows a summary of the Board’s members, reviewed by the Board on 1 April 2021, in relation to the above independence criteria:

Name and surname/Criteria

1

2

3

4

5

6

7

8 Independent

François de Varenne Jacques Blanchard

No No No

- - -

√ √ √ √

√ √ √ √

√ √ √ √

√ √ √ √

√

√

- (1)

-

-

√

Gilles Castiel

√ √

√ √

- (1)

Brigitte Gauthier-Darcet SCOR SE represented by Karina Lelièvre

√

√

Yes

-

√ √

√ √

√ √

√ √

√ √

-

-

No

Valérie Ohannessian

√

√

√

Yes

(1) Employee of the SCOR group.

(1) Since 29 May 2013, the Company has been controlled by SCOR SE which owns the majority of voting rights and shares in the Company and as such exerts decisive influence over the Company’s management, particularly given that three out of six of the directors are from SCOR SE.

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M.R.M. 2021 UNIVERSAL REGISTRATION DOCUMENT