MRM // 2021 Universal Registration Document

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Corporate governance

Report on corporate governance

Two of the Audit Committee’s three members are deemed independent with regard to the criteria indicated in Section 1.3.4 above, i.e. equal to the two-thirds ratio recommended by the AFEP-MEDEF Code. With at least three members, two thirds of whom are independent, the composition of the Audit Committee complies with the Board’s internal regulations. The Company also complies with the stipulations of the Poupart Lafarge report on the composition of Audit Committees. Brigitte Gauthier-Darcet, Chairwoman of the Audit Committee, has special expertise in finance and accounting. She also has more than 40 years of professional experience in engineering, construction, communications and investment. Having started her career at Serete where she headed the finance department, Brigitte Gauthier-Darcet held a number of financial and senior management positions at Lagardère Active. She now oversees the support functions at CBRE France. Gilles Castiel is an expert in real estate financing, having been Head of Loan Origination France at EuroHypo from 2005 to 2013, and Head of Mortgage Lending at SCOR from 2013 to 2018. As a graduate of the French Association of Financial Analysts (SFAF) and a CFA charterholder, he brings considerable expertise in financial analysis and accounting to the Audit Committee. His AMF certification and fund management experience are further proof of his understanding of financial markets and asset management. Valérie Ohannessian has special expertise in banking and financial law, financing and communications. Before assuming this role, she spent ten years as the Deputy CEO of the French Banking Federation where she was responsible for the “strategy, public affairs, communication” and “retail banking, payment methods and systems, and digital” sectors. The Audit Committee is governed by internal regulations that were last updated on 8 December 2021. These internal regulations, appended to the Board of directors’ internal regulations, are available on the Company’s website at www.mrminvest.com.

The Audit Committee’s internal regulations stipulate that it may call on external experts and question the Statutory Auditors as well as the Group’s financial and accounting managers, that it must have sufficient time to examine the financial statements, and that in order to examine the financial statements it shall receive a report from the Statutory Auditors highlighting the essential points not only of the results but also of the accounting policies chosen, and a report from the Finance Department outlining the Company’s exposure to risk, including social and environmental risks, and material off-balance sheet commitments. 1.11 The Audit Committee’s work in 2021 The Audit Committee met six times during the 2021 financial year and its meetings, lasting two to three hours, mainly covered: • meetings with the Statutory Auditors and the Finance Department regarding the preparation of the interim consolidated financial statements; • meetings with the Statutory Auditors and the Finance Department regarding the preparation of the annual and consolidated financial statements, including a presentation by the Statutory Auditors highlighting the essential points of the results of the statutory audit and of the accounting policies chosen; • meetings with the Statutory Auditors and the Finance Department regarding the internal control procedures, including a presentation by the Statutory Auditors on the results of their interim assignment; • meetings with the independent appraisers for the Group’s twice-yearly appraisal valuation of properties; • review of the annual budget, monitoring of the Group’s 12-month cash flow forecasts, and monitoring of the Group’s receipts in the context of the health crisis linked to the COVID-19 pandemic; • update on the new reporting requirements in the European Single Electronic Format (ESEF).

In 2021, the average attendance rate of the Audit Committee’s members was 94%. The following table shows the attendance of each member of the Audit Committee during the past year:

Members of the Audit Committee

Attendance rate

Brigitte Gauthier-Darcet

6 meetings out of 6 (100%) 5 meetings out of 6 (83%) 6 meetings out of 6 (100%)

Gilles Castiel

Valérie Ohannessian

OVERALL RATE

94%

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