MRM // 2022 Universal Registration Document

4.

CORPORATE GOVERNANCE

Report on corporate governance

4.1

In accordance with Articles L.225-37, L.225-37-4 and L.22-10-8 to L.22-10-11 of the French Commercial Code, the purpose of this report is to present information on the composition, workings and powers of the Board of directors and executives of M.R.M. SA (the “Company”), information on executive remuneration, and information on factors likely to have an impact in the event of a takeover bid. In preparing this report, the Board of directors based their work on the French Financial Markets Authority’s (AMF) 2022 annual report on corporate governance, remuneration of executive corporate officers of listed companies, on the

AFEP-MEDEF Corporate Governance Code (AFEP-MEDEF Code) application guidelines issued by the High Committee for corporate governance (HCGE) in June 2022, and the HGCE annual report of November 2022. The AFEP-MEDEF Code, amended in December 2022, is available online at www.afep.com. The report’s preparation gave rise to preparatory work involving the Chairman of the Board of directors, the Chief Executive Officer and the Chief Financial Officer. This report is reviewed by the Board of directors.

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Information related to the composition, workings and powers of the Board of directors

1.1 Reference to the AFEP-MEDEF Corporate Governance Code

a CSR Committee. The Company had no other specialist committee on the date of this report. This situation is explained by the Company’s size and business and the fact that it has only four employees. The duties of a remuneration committee, as defined in the AFEP-MEDEF Code, are currently directly performed by the Board of directors. In addition, the necessity for such a committee appears limited at the present time insofar as the Chief Executive Officer is the sole corporate officer paid by the Company, and it was decided that only nonemployee directors of the majority shareholder of the Company would receive remuneration, in accordance with the allocation rule presented in Section 2.2.3 “Remuneration of non-executive corporate officers” of this report. Similarly, the duties of a nomination committee, as defined in the AFEP-MEDEF Code, are for the same reasons currently directly performed by the Board of directors.

Since the Board of directors’ meeting of 24 November 2008, the Company has referred to the AFEP-MEDEF Code. The AFEP-MEDEF Code and the HCGE’s recommendations may be consulted at the Company’s head office and online at www.afep.com. In accordance with Article L.22-10-10, paragraph 4 of the French commercial code, this report details the reasons why certain provisions of the AFEP-MEDEF Code, which the Company voluntarily adopted, were rejected or are in the course of being implemented.

Rejected recommendations

Composition and number of specialist committees (Recommendations 17, 18 and 19 of the AFEP-MEDEF Code) The Board of directors is assisted in the performance of its work by an Audit Committee, an Investment Committee and

M.R.M. 2022 UNIVERSAL REGISTRATION DOCUMENT

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