MRM // 2022 Universal Registration Document

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Corporate governance

Report on corporate governance

(xi) change any of the Group’s accounting methods; or (xii) carry out any significant transaction that does not form part of the Company’s stated strategy. No annual authorisation was given by the Board of directors to the Chief Executive Officer to give deposits, securities and guarantees to the tax and customs authorities and/or with respect to third parties on the Company’s behalf, for a period not exceeding one year and, except in the cases set out by regulations, subject to the limitations of an overall ceiling set by the Board. Thus, every guarantee, bond or security given by the Company with regard to commitments entered into with third parties must be authorised in advance by the Board of directors in accordance with Article L.225-35 of the French commercial code. The Board of directors meets as often as required in the interests of the Company, either at the head office or in any other place specified in the notice of meeting. Board meetings may be convened by the Chairman or any person delegated by the Chairman, by any means. If the Board has not met for more than two months, at least one-third of its members may ask the Chairman to call a meeting to consider a particular agenda. As the roles of Chairman of the Board of directors and Chief Executive Officer are separate, the Chief Executive Officer may also ask the Chairman to call a Board meeting to consider a particular agenda. Meetings are chaired by the Chairman of the Board of directors. In the event that the Chairman is absent, the Board is chaired either by a Vice-Chairman (if one has been appointed) or, in the absence of any Vice-Chairman, by one of its members appointed by the Board to chair the meeting. The Board can only validly deliberate if at least half of its members are present. Decisions are taken by a majority of the votes of the members present or represented. These internal regulations stipulate that the Board of directors must meet at least four times a year. A draft schedule of meetings is approved in October at the latest for the following year, to enable its members to attend. The Board also uses video-conferencing or telecommunications technology for Board meetings, and allows the directors who participate in Board meetings by such means to be considered as present for the purposes of calculating the quorum and majority, subject to the limitations and conditions laid down by current legislation and regulations. This method of participation by video-conference or telecommunication is not possible for the adoption of the following decisions: (i) preparation of the annual financial statements and management report and (ii) preparation of the annual consolidated financial statements and the Group’s management report. 1.7 Meetings and deliberations of the Board of directors

The Board of directors may also take decisions by consulting the directors in writing under the conditions provided for by law.

1.8 Meetings of the Board of directors during the 2022 financial year The Board of directors of the Company met eight times in 2022, with meetings lasting two to three hours. The main work carried out during 2022 related to: • Business issues: approval of the Acquisition Transaction and its financing, business review, market trends and real estate assets, authorisation of the signature of leases for surface areas exceeding 1,000 m 2 , validation of the change of property managers and review of ongoing disputes; • Financial issues: approval of the 2021 annual financial statements and the 2022 interim financial statements, 2022 cash-flow forecasts and budget, implementation of a reverse stock split, review of the 2021 Universal Registration Document, payment of the dividend and premiums for the 2021 financial year and implementation of the share buyback programme, approval of the 2022 half-year financial report, authorisation of the signing of a new bank loan as part of the Acquisition Transaction, implementation of a share capital increase through a contribution in kind by Altarea and a share-capital increase with preferential subscription rights for shareholders; • CSR issues: monitoring of the implementation of the Climate Plan, approval of the 2022 CSR CAPEX, and the Statement of Non-Financial Performance on a voluntary basis; • Governance and human resources: composition of the Board and its committees, self-assessment of the workings of the Board, review of the independence of the members of the Board of directors, update of the internal regulations of the Board of directors and creation of a new specialist committee within the Board, remuneration of corporate officers, approval of a free share allocation plan, authorisation to recruit two people and annual deliberation on gender equality and equal pay; • Shareholder dialogue: preparation and convening of the three General Meetings held in 2022 and the adoption of the related reports, minutes of the shareholder dialogue. The Board’s annual review of the Chief Executive Officer’s performance takes place without the latter’s presence and, if the CEO is also a director, he or she does not take part in the vote determining his or her remuneration. To date, the Chief Executive Officer is not a director.

M.R.M. 2022 UNIVERSAL REGISTRATION DOCUMENT

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