MRM // 2021 Universal Registration Document

4

Corporate governance

Report on corporate governance

1.15 CSR Committee’s work in 2021

• considering the ESG criteria to be used when acquiring a building; • reviewing the section of the 2021 management report dedicated to social, environmental and societal information; • monitoring regulatory and market developments; • conducting a study for the potential certifcation of the portfolio; • conducting a case study on the impact of shopping centre activity on biodiversity.

The CSR Committee met three times in 2021 and its two hour meetings focused on: • reviewing and monitoring the portfolio’s compliance with the Tertiary Eco-Energy system; • reviewing and monitoring the Company’s local roots;

In 2021, the average attendance rate of the CSR Committee’s members was 100%. The following table shows the attendance of each member of the Audit Committee during the past year:

Members of the CSR Committee

Attendance rate

Valérie Ohannessian Jacques Blanchard Brigitte Gauthier-Darcet

3 meetings out of 3 (100%) 3 meetings out of 3 (100%) 3 meetings out of 3 (100%)

OVERALL RATE

100%

1.16 Delegations for capital increases In accordance with the provisions of Article L.225-37-4, paragraph 3, of the French Commercial Code, we inform you that no delegation granted by the General Meeting of shareholders to the Board of directors in respect of capital

increases pursuant to Articles L.225-129-1 and L.225-129-2 of the French Commercial Code was in force as of 31 December 2021.

Please note, however, that the Board of directors has been granted a current authorisation to award new or existing free shares, for which the details are as follows:

Nature of the delegation or authorisation Authorisation to award free shares

GM date Expiration date

Amount authorised

Uses

0.5% of the share capital on the day of the GM, i.e. 218,339 shares (1)

24/06/2021

23/08/2023

None (2)

(1) Before reverse stock split (10,916 shares after reverse stock split) (2) The allocation decided by the Board of directors on 1 April 2021 for 76,770 shares (before reverse stock split) was carried out on the basis of the authorisation of 29 May 2019, which ended at the General Meeting held on 24 June 2021.

1.17 Management of conficts of interest To the Company’s knowledge, and on the day of this report, no member of an administrative, management or supervisory body, in the past five years: • was found guilty of fraud; • was involved in any insolvency, sequestration proceedings or liquidation or court-ordered administration of a business in the course of their duties as a member of an administrative, management or supervisory body; • was accused of any offence and/or incurred any official public penalty imposed by statutory or regulatory authorities (including designated professional bodies); • was prevented by a court order from acting as a member of an administrative, management or supervisory body of an issuer or from being involved in the management or conduct of the affairs of any issuer;

• is linked to the issuer or any of its subsidiaries by a service agreement granting any specific benefits as set out by said agreement. The directors of the Company and their representatives, in the case of corporate entities, report to the Board of directors on any actual or potential conflicts of interest to which they are or may be exposed. There are potential conflicts of interest with respect to SCOR SE, in its dual capacity as majority shareholder and director of the Company, and for directors from the SCOR group. You will recall that the directors have a duty of loyalty to the Company and are required to act in its interest. Conflicts of interests between companies and majority shareholders are governed by current legislation and case law, and the Company has also drawn up specific rules to prevent conflicts of interest in the internal regulations of the Board of directors.

M.R.M. 2021 UNIVERSAL REGISTRATION DOCUMENT

141

Made with FlippingBook. PDF to flipbook with ease