MRM // 2022 Universal Registration Document

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Corporate governance

Report on corporate governance

The Chief Executive Officer succession plan was presented by François de Varenne to the Board of directors and discussed and approved by the same on 7 December 2017 without the CEO being present at any time. The plan sets out the course of action should the Chairman or the CEO no longer be able to carry out their duties. The issue of executive succession

was discussed during the Board meeting of 5 December 2019, and was effectively implemented in 2020 as part of the recruitment of François Matray as Chief Executive Officer. The succession plan was reviewed again at its meeting of 8 December 2021.

In 2022, the average attendance rate of the Board’s members was 96%. The following table shows the attendance of each Board member during the past year:

Members of the Board of directors

Attendance rate

François de Varenne

8 meetings out of 8 (100%) 7 meetings out of 8 (88%) 4 meetings out of 4 (100%) 3 meetings out of 3 (100%) 8 meetings out of 8 (100%) 8 meetings out of 8 (100%) 5 meetings out of 5 (100%) 3 meetings out of 4 (75%)

SCOR SE, represented by Karina Lelièvre

Karine Trébaticky (1)

Altarea, represented by Rodrigo Clare (2)

Brigitte Gauthier-Darcet Valérie Ohannessian Jacques Blanchard (3)

Gilles Castiel (4)

OVERALL RATE

96%

(1) Director from 28 July 2022. (2) Director from 16 November 2022. (3) Director until 16 November 2022. (4) Director until 28 July 2022.

Furthermore, pursuant to Recommendation 7.2 of the AFEP MEDEF Code, at its meeting of 5 April 2018, the Board of directors set the objectives, methods and results of its diversity policy to encourage gender balance and an appropriate mix of nationalities, international experience and expertise. Thus, with regard to its size and current composition, the Board of directors set the objective of maintaining the current degree of diversity in terms of independent members, expertise and women. As of the date of this report, the objectives have been achieved because the Board has two independent members, four women and two men. 1.9 Assessment of the Board of directors in 2022 As every year, the Company devised a self-assessment questionnaire based on the Board’s working methods and sent it to the directors in November 2022. This helped it to identify areas for improvement as well as those where progress has been made. The questionnaire covered the composition of the Board, its organisation, its operation and the composition and operation of its committees.

All six directors responded to the questionnaire, and the Board of directors dedicated an item on the agenda of its meeting of 14 December 2022 to present a summary of the responses to the questionnaire and discuss the topic. The main conclusions of this analysis are as follows: on a scale ranging from 1 to 5 (5 being the best score), the scores given by the directors were high, with a range of between 4.6 and 5 depending on the topic, and were generally stable compared to the previous year. In summary, the directors particularly praised the following positive points: • The composition of the Board is deemed very satisfactory, in particular thanks to: – directors’ attendance, – the lower average age of directors, – the diversity of skills, and – balance of profiles and skills. • The organisation and working methods of the Board were deemed very satisfactory: – the quality of the documents provided, – the access to documents allowing a satisfactory knowledge of the Company, as well as their volume, and – respect for the confidentiality of the Board’s discussions and information provided in advance.

M.R.M. 2022 UNIVERSAL REGISTRATION DOCUMENT

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