MRM // 2021 Universal Registration Document

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Corporate governance

Report on corporate governance

Brigitte Gauthier-Darcet Independent director

Brigitte Gauthier-Darcet has an engineering degree from the École Centrale de Paris and is a graduate of the Paris Institute of Political Studies (IEP). She has over 40 years’ professional experience in the fields of engineering, construction, communications and investment. Having started her career at Serete where she headed the Finance Department, she held a number of financial and senior management positions at Lagardère Active. She subsequently carried out a number of consultancy and management assignments and was director and Deputy Chief Executive Officer of CIPM International from 2007 to 2013. She now oversees the support functions at CBRE France. SCOR SE is a European company with share capital of €1,469,373,374.58, whose head office is located at 5, avenue Kléber, 75016 Paris, and is listed under number 562 033 357 in the Paris Trade and Companies Register. The fourth largest reinsurer worldwide, the SCOR group is organised around two commercial activities, SCOR Global P&C (Property & Casualty reinsurance) and SCOR Global Life (Life reinsurance), and an asset management business, SCOR Investment Partners. Karina Lelièvre, permanent representative of SCOR SE on M.R.M.’s Board of directors, is a graduate of ESSEC business school. She worked for six years in the senior management team of a subsidiary of the Pierre & Vacances Group before joining the Sales & Marketing Department of the Méridien Hotels Group. She joined the SCOR group’s Financial Communications Department in 2003 and then spent seven years as the Chairman’s Executive Assistant. She joined the SCOR SE general secretariat in 2010 as Deputy Company Secretary. Valérie Ohannessian is a graduate of the Paris Institute of Political Studies (IEP) and holds a diploma in French law, as well as a Master’s Degree in Banking and Financial Law from Université Paris I Panthéon-Sorbonne. She joined the French Association of Financial Analysts (SFAF) in January 2021 as Chief Executive Officer. She was the Chief Executive Officer of Coop de France from 2018 to 2019. Between 2001 and 2018 she was at the French Banking Federation, where she became Deputy CEO in 2008. She previously held various management positions in marketing, communication and public affairs at Gan, the French Federation of Insurance Companies, and Andersen Consulting.

SCOR SE represented by Karina Lelièvre Director

Valérie Ohannessian Independent director

1.4 Missions of the Board of directors In accordance with Article L.225-35 of the French Commercial Code, the Board of directors determines the Company’s business policies, monitors their implementation in line with its interests and controls the management of the Company, while taking into account the social and environmental impacts of the Company’s business. Subject to the powers expressly attributed by law to General Meetings and within the limits of the corporate purpose, the Board may consider any matter related to the successful operation of the Company, and makes decisions governing any matters that concern it. Any significant transaction that does not form part of the announced strategy, especially as described in Section 1.6, below, is subject to prior approval by the Board of directors. It may also conduct any examinations and controls that it deems necessary. The Board of directors may discuss any matter within its legal, regulatory and statutory powers. In particular, the Board of directors examines and approves the interim and annual financial statements (corporate and consolidated financial statements), approves the terms of the reports on the activity and results of the Company, and examines the report on corporate governance. The Chief Executive Officer shall report regularly and by any means to the Board of directors on the Company’s financial position, cash position and commitments, and on any significant events and transactions pertaining to the Company.

At least once every quarter, the Chief Executive Officer shall present a report to the Board of directors on the activity and operation of the Group. Each director is entitled to provide additional information on their own initiative, with the Chief Executive Officer being available to provide the Board of directors with explanations and relevant information. Directors may also ask to receive additional training on specific aspects of the Company’s business, segments, and matters pertaining to social and environmental responsibility. 1.5 Duties of the Chairman of the Board of directors Since 29 May 2013, the roles of Chairman of the Board of directors and Chief Executive Officer have been separated to reflect the Company’s shareholder structure and to draw on the experience of its executive team. The Chairman of the Board of directors performs the duties assigned to him by law. As such, he organises and directs the work of the Board of directors and reports thereon to the General Meeting. The Chairman ensures the proper operation of the Company’s decision-making bodies, and in particular ensures that the directors are able to fulfil their duties.

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M.R.M. 2021 UNIVERSAL REGISTRATION DOCUMENT