MRM // 2021 Universal Registration Document

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Corporate governance

Report on corporate governance

Furthermore, pursuant to Recommendation 6.2 of the AFEP MEDEF Code, at its meeting of 5 April 2018 the Board of directors set the objectives, methods and results of its diversity policy to encourage gender balance and an appropriate mix of nationalities, international experience and expertise. Thus, with regard to its size and current composition, the Board of directors set the objective of maintaining the current degree of diversity in terms of independent members, expertise and women. As of the date of this report, the objectives have been achieved because the Board still has two independent members and three women and three men. 1.9 Assessment of the Board of directors in 2021 For the eighth consecutive year, the Company devised a self-assessment questionnaire based on the Board’s working methods and sent it to the directors in November 2021. This helped it to identify areas for improvement as well as those where progress has been made. The questionnaire covered the composition of the Board, its organisation, its operation and the composition and operation of its committees. All six directors responded to the questionnaire and the Board of directors dedicated an item on the agenda of its meeting of 8 December 2021 to present a summary of the responses to the questionnaire and discuss the topic. The main conclusions of this analysis are as follows: on a scale ranging from 1 to 5 (5 being the best score), the scores given by the directors were high, with a range of between 4.5 and 5 depending on the subject, and were generally stable compared to the previous year. In summary, the directors particularly praised the following positive points: • the composition of the Board was deemed to be very satisfactory with an increase in the score compared to the previous year. The assessment specifically commends: – the application of the principles set out by the Company as to the Board’s composition, – the perfect parity of gender representation on the Board, – the proportion of independent directors, in accordance with the recommendations of the AFEP-MEDEF Code, – the attendance record of directors, at more than 95% in 2021; • the organisation and operating conditions of the Board were deemed to be very satisfactory with a stable score compared to the previous year. The assessment highlights the following strengths: – the functioning of governance,

– the access to documents allowing a satisfactory knowledge of the Company, as well as their volume, – the respect for the confidentiality of the Board’s discussions and information provided in advance, – the management of the COVID-19 crisis by the Board as well as the logistical functioning of the Board during this period; The assessment also shows an improvement in: – the distribution of roles between the Board and management, – the relevance of the topics addressed in relation to the Company’s challenges and the Board’s missions, – the quality of the documents provided, – the effectiveness of meetings; • The Board activity was deemed very satisfactory with a stable score compared to the previous year. The assessment highlighted the following strengths: – the directors were satisfed that more time will be devoted to M.R.M. group’s strategy, allowing a greater contribution from the Board on this subject, – the assessment particularly welcomed all items related to Financial Management, the budget and the results, with a maximum score; • the functioning and quality of the Board Committees, was deemed particularly satisfactory with the score up on the previous year. The directors also had this to say: • the Board of directors of M.R.M. works just as well as the other Boards of directors on which they sit; • the current remuneration of Board and Committee members is appropriate; • on the whole, the recommendations stemming from the previous assessment had been taken into account. The Board also discussed the areas for improvement identified by the directors. On 20 April 2009, the Board decided to establish an Audit Committee with the following duties: • monitor the process used to prepare the financial and accounting information, including: – analysis of the annual and interim financial statements prepared by the Company before they are approved and examining certain items before presenting them to the Board of directors, 1.10 Composition and duties of the Audit Committee

M.R.M. 2021 UNIVERSAL REGISTRATION DOCUMENT

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