MRM // 2021 Universal Registration Document

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Corporate governance

Report on corporate governance

These internal regulations stipulate that the Board of directors must meet at least four times a year. A draft schedule of meetings is approved in October at the latest for the following year, to enable its members to attend. The Board also uses video-conferencing or telecommunications technology for Board meetings, and allows the directors who participate in Board meetings by such means to be considered as present for the purposes of calculating the quorum and majority, subject to the limitations and conditions laid down by current legislation and regulations. Apart from any exceptional legal or regulatory provisions related to the current context of health crisis, this method of participation by video-conference or telecommunication is not possible for meetings of the Board whose agenda concerns the appointment, remuneration or dismissal of the Chairman, the appointment, remuneration or dismissal of the Chief Executive Officer, the approval of the annual financial statements, the consolidated financial statements and the management report. The Board of directors may also take decisions by consulting the directors in writing under the conditions provided for by law. 1.8 Meetings of the Board of directors in 2021 The Board of directors of the Company met seven times in 2021 with meetings lasting two to three hours. A decision of the Board was also taken by written consultation carried out between 29 April and 4 May 2021. The main work carried out during 2021 related to: • reviews of fnancial matters: approval of the 2020 annual fnancial statements and the 2021 half-year fnancial statements, 2021 cash flow forecasts and budget, review of the 2020 Universal Registration Document, approval of the 2021 half-year fnancial report, authorisation to refnance bank debt, and implementation of the share buyback programme; • reviews of governance and human resources: appointment of the Chairman of the Board of directors and update on the

composition of the Board and its committees, remuneration of corporate offcers, self-assessment of the Board of directors, review of the independence of members of the Board of directors, adoption of a procedure for selecting new independent directors and updating of the internal regulations of the Board of directors and its committees, review of the succession plan for executives, approval of an allocation plan for free shares, and annual deliberation on gender equality in the workplace; • review and validation of business topics: monitoring of the management of the health crisis linked to the COVID-19 pandemic and its impacts, progress on the marketing of buildings, updating of the business plan, review of ongoing disputes, and reflection on the Company’s strategic orientations for the future; • review of CSR topics: monitoring of the implementation of the Climate Plan; • preparation and convening of the General Meeting of shareholders and adoption of the related reports (including Board reports and report on corporate governance); • the shareholder dialogue report. The Board’s annual review of the Chief Executive Officer’s performance takes place without the latter’s presence and, if the CEO is also a director, he or she does not take part in the vote determining his or her remuneration. To date, the Chief Executive Offcer is not a director. The Chief Executive Officer succession plan was presented by François de Varenne to the Board of directors and discussed and approved by the same on 7 December 2017 without the CEO being present at any time. The plan sets out the course of action should the Chairman or the CEO no longer be able to carry out their duties. The issue of executive succession was discussed during the Board meeting of 5 December 2019, and was effectively implemented in 2020 as part of the replacement of Jacques Blanchard as Chief Executive Officer. The succession plan was reviewed again at its meeting of 8 December 2021.

In 2021, the average attendance rate of the Board’s members was 95%. The following table shows the attendance of each Board member during the past year:

Members of the Board of directors

Attendance rate

François de Varenne Jacques Blanchard

6 meetings out of 7 (86%) 7 meetings out of 7 (100%) 7 meetings out of 7 (100%) 7 meetings out of 7 (100%) 6 meetings out of 7 (86%) 7 meetings out of 7 (100%)

Gilles Castiel

Brigitte Gauthier-Darcet

SCOR SE represented by Karina Lelièvre

Valérie Ohannessian

OVERALL RATE

95.2%

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M.R.M. 2021 UNIVERSAL REGISTRATION DOCUMENT