MRM // 2022 Universal Registration Document

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Corporate governance

Report on corporate governance

The table below shows a summary of the Board’s members, reviewed by the Board on 7 April 2022, in relation to the above independence criteria:

Name and surname/Criteria

1

2

3

4

5

6

7

8 Independent

François de Varenne

-

√

√

√

√

√

√

- (1)

No

SCOR SE represented by Karina Lelièvre Brigitte Gauthier-Darcet

-

√ √ √ √ √

√ √ √ √ √

√ √ √ √ √

√ √ √ √ √

√ √ √ √

-

-

No

√ √

√ √ √

√ √

Yes Yes

Valérie Ohannessian

Gilles Castiel (2)

- -

- (1)

No No

Jacques Blanchard (3)

-

-

√

(1) Employee of the SCOR group. (2) Director until 28 July 2022. (3) Director until 16 November 2022.

Karine Trébaticky and Altarea, respectively appointed directors of the Company on 28 July 2022 and 16 November 2022, are not considered as independent directors by the Board of directors, in accordance with the recommendations of the AFEP-MEDEF Code and the internal regulations of the Board of directors. On 7 April 2022, the Board of directors endorsed compliance with the independence criteria for Brigitte Gauthier-Darcet and Valérie Ohannessian. There are no business ties between the Company or its Group and any independent directors. In addition, at its meeting of 8 December 2021, the Board of directors adopted a written procedure for selecting future independent directors. This procedure, appended to the

internal regulations of the Board of directors and available on the Company’s website (http://mrminvest.com/), provides / that the Chairman of the Board of directors be responsible for identifying persons likely to be appointed as independent directors, regardless of their role on the Board of directors, and establishing and endeavouring to maintain a list of said persons, which will be periodically reviewed. In determining potential candidates, the Chairman assesses their knowledge, skills, professional experience, expertise, nationality, good repute, age and independence with regard to the Company and its activity and the current composition of the Board of directors. This procedure has not yet been implemented.

1.3.5 Experience and expertise of directors

François de Varenne Chairman of the Board

François de Varenne is a graduate of the French Polytechnic, a qualified engineer from Ponts et Chaussées, holds a doctorate in economics and is a qualified actuary from the Institut de Science Financière et d’Assurances. He joined the SCOR group in 2005 as director of Corporate Finance and asset management before becoming Group Chief Operating Officer. He has been a member of the SCOR group Executive Committee since 2007. At the end of 2008, François de Varenne was appointed Chairman of the Management Board of SCOR Investment Partners SE. On 7 December 2021, he became Chairman of the Supervisory Board of SCOR Investment Partners SE. Since 2 September 2021, he has been responsible for an extended scope encompassing, in addition to Investments, Technologies and Budget, the SCOR group Project Office and Group Corporate Finance. In his new role, he is leading the transformation of the SCOR group. In addition, he currently serves as Interim Chief Executive Officer of the SCOR group. SCOR SE is a European company with share capital of €1,415,265,813.82, whose registered office is located at 5, avenue Kléber, 75016 Paris, and is listed under number 562 033 357 in the Paris Trade and Companies Register. The fourth largest reinsurer worldwide, the SCOR group is organised around two commercial activities, SCOR Global P&C (Property & Casualty reinsurance) and SCOR Global Life (Life reinsurance), and an asset management business, SCOR Investment Partners. Karina Lelièvre, permanent representative of SCOR SE on M.R.M.’s Board of directors, is a graduate of ESSEC Business School. She worked for six years in the senior management team of a subsidiary of the Pierre & Vacances Group before joining the Sales & Marketing Department of the Méridien Hotels Group. She joined the SCOR group’s Financial Communications Department in 2003 and then spent seven years as the Chairman’s Executive Assistant. She joined the SCOR SE general secretariat in 2010 as Deputy General Secretary.

SCOR SE represented by Karina Lelièvre Director

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