MRM_REGISTRATION_DOCUMENT_2017

4.

CORPORATE GOVERNANCE

Corporate governance report

4.1

In accordance with Article L.225-37 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 managers 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 relied on the 2017 annual report on corporate governance, executive compensation, internal control and risk management of the Autorité des Marchés Financiers (AMF – French Financial Markets Authority) and the revised and enhanced version of

the AFEP-MEDEF Corporate Governance Code application guidelines issued by the Haut Comité de Gouvernement d’Entreprise (HCGE – High Committee for corporate governance). The AFEP-MEDEF Code 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 subject to internal review by the Group’s various governing bodies, namely the Strategic Committee and the Board of directors.

1.

Information on the composition, workings and powers of the Board of directors

1.1 Reference to the AFEP-MEDEF Corporate Governance Code Since the Board of directors’ meeting of 24 November 2008, the Company has referred to the AFEP-MEDEF Code. The AFEP-MEDEF Code and HCGE Recommendations may be consulted at the Company’s head office and online at www.afep.com. In accordance with Article L.225-37-8 of the French Commercial Code, the present report details the reasons why certain provisions of the AFEP-MEDEF Code, which the Company voluntarily adopted, and certain HCGE Recommendations were rejected or are in the course of being implemented.

The purpose of this block renewal was to stabilise the Board during SCOR SE’s acquisition of a majority stake in the Company in 2013. At the Combined General Meeting of 1 June 2017 called to approve the financial statements for the year ended 31 December 2016, shareholders used the option open to them by virtue of Article 11 of the Articles of Association to appoint some directors for differentiated lengths of four, two or one year(s) so as to reinstate the staggered renewal of appointments. Composition and number of specialist committees (recommendations 16 and 17 of the AFEP-MEDEF Code) The Board of directors is assisted in the performance of its work by an Audit Committee and a Strategic Committee. The Company had no other specialist committee on the date of this report. This situation is explained in particular 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. 1.1.2 Points still requiring compliance

1.1.1 Progress achieved since the publication of the Chairman’s 2016 report

Staggering of directors’ terms of office (recommendation 13 of the AFEP-MEDEF Code) At the Combined General Meeting of 13 May 2013, all directors were appointed or reappointed for a period of four years expiring at the Ordinary General Meeting called in 2017 to approve the financial statements for the year ended 31 December 2016.

M.R.M. 2017 REGISTRATION DOCUMENT

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