MRM_REGISTRATION_DOCUMENT_2017

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Corporate governance

Corporate governance report

In addition, the necessity for such a committee appears limited at the present time insofar as the Chief Executive Officer is the sole executive corporate officer paid by the Company and it was decided that only independent directors would receive directors’ fees, in accordance with the allocation rule presented in paragraph 2.2.1 “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. The Company’s Articles of Association stipulate that the Board of directors is composed of a minimum of three members and a maximum of twelve, unless there is a legal exemption. directors are appointed by the Ordinary General Meeting, which may also remove them from office at any time. The terms of office of outgoing directors may be renewed. In the event of absence due to death or the resignation of one or more directors’ seats, the Board of directors may make provisional appointments between two General Meetings. If the number of directors falls below three, the remaining director(s) must immediately call an Ordinary General Meeting with a view to adding members to the Board. Provisional appointments made by the Board are subject to ratification by the earliest Ordinary General Meeting. A director appointed to replace another remains in office for the remaining term of office of their predecessor. Each director must own at least one Company share. To ensure that directors’ interests match those of the Company, the Board, at its meeting of 26 February 2014, strengthened this obligation by setting the minimum shareholding requirement at a number of shares worth €1,000 to be held for the entire term of office of each director involved (these being understood to be directors not related to the majority shareholder). Moreover, pursuant to Recommendation 22 of the AFEP- MEDEF Code, the Board of directors, when reappointing its executive corporate officers (Chairman of the Board and Chief Executive Officer) in 2017, decided to also require them to acquire (directly or indirectly) and retain in registered form until the end of their term of office a number of shares worth a minimum of €1,000, bearing in mind that executive corporate officers employed by the Company’s majority shareholder 1.2 Rules governing the composition of the Board of directors

are not personally bound by this obligation as their interest in the good governance of the Company is inherent to the fact that the company employing them holds over 50% of M.R.M.’s share capital. The directors’ term of office lasts four years and expires at the end of the Ordinary General Meeting held to approve the financial statements for the past year, held in the year in which the term expires. On an exceptional basis, at a General Meeting reappointing directors by rotation, the General Meeting may appoint one or more directors for a term of office less than four years. The number of directors having reached the age of 70 may not exceed one-third of members of the Board. If this limit is reached, the oldest director is expected to step down at the end of the Ordinary General Meeting called to approve the financial statements for the year in which the abovementioned one-third limit is exceeded. The Board of directors appoints one of its members as Chairman. The Chairman must be a natural person and the Chairman’s term of office cannot exceed their term of office as a director. The Board may terminate their term of office at any time. When the Board votes on the termination of the Chairman’s term of office, the Chairman does not take part in this vote. The age limit for holding office as Chairman is 68. The Board may, if it deems necessary, appoint one or more Vice-Chairmen whose sole role is to chair Board meetings in the absence of the Chairman. 1.3.1 Current composition of the Board of directors and its committees The Board of directors currently comprises seven members, of which three are independent directors. It is made up of six natural persons and one legal person. The Board of directors complies with Law 2011-103 of 27 January 2011 on gender balance on Boards of directors as it is composed of three women and four men, i.e. a difference of one between members of each gender. There are no family ties between the directors or the Company’s general management. 1.3 Composition of the Board of directors

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M.R.M. 2017 REGISTRATION DOCUMENT