MRM_REGISTRATION_DOCUMENT_2017

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Corporate governance

Corporate governance report

1.3.4 Independent directors – Annual review of the independence of each director The Company applies the definition and criteria for independence established in para. 8 of the AFEP-MEDEF Code. A director is independent when “he/she has no relationship of any kind whatsoever with the Company, its Group or its management which may interfere with the exercise of his or her free judgement”. At the date of this report, the Board deemed three of its seven directors to be independent as defined by the AFEP-MEDEF Code and its internal regulations, namely Gérard Aubert, Brigitte Gauthier-Darcet and Valérie Ohannessian, i.e. 43% of its members, which corresponds to the proportion referred to in recommendation 8.3 of the AFEP-MEDEF Code applicable to controlled companies. Since 29 May 2013, the Company has been controlled by SCOR SE which owns the majority of voting rights and shares in the Company and as such exerts decisive influence over the Company’s management, particularly given that three out of seven of the directors are from SCOR SE. The proportion of independent directors on the Board is now compliant with the recommendations of the AFEP-MEDEF Code. Pursuant to the AFEP-MEDEF Code, the Board takes into account the following criteria when deciding on the independence of a director: 1. “Is not an employee or executive corporate officer of the Company, an employee, executive corporate officer or director of a company consolidated by the Company, an employee, executive corporate officer or director of the Company’s parent company or one of its consolidated entities, and has not been in the last five years; 2. Is not an executive corporate officer of an entity of which the Company, directly or indirectly, is a director or of which an employee designated as such or an executive corporate officer of the Company (currently or in the last five years) is a director;

3. Is not a client, supplier, commercial banker or investment banker (or related directly or indirectly to these persons): – With significant weighting for the Company or its Group, – For which the Company or its Group represents a significant share of business. 4. Has no close family tie with a corporate officer of the Company; 5. Has not been a statutory auditor of the Company over the previous five years; 6. Has not been a director of the Company for more than twelve years. Directors representing significant shareholders of the Company or its parent company may be considered independent if these shareholders have no involvement in the Company’s control. Nevertheless, once they have reached a threshold of 10% (reduced by the Company to 5%, see below) of the share capital or voting rights, the Board shall systematically examine their independent status, taking into account the Company’s capital structure and potential conflicts of interest.” In addition to the aforementioned criteria defined by the AFEP-MEDEF Code, the Company applies the following criteria and stipulations: 7. Has not received from the Company, in any form, with the exception of directors’ fees, gross remuneration higher than €100,000 over the previous five years; 8. Does not represent a significant shareholder of the Company, where: (i) A shareholder is considered significant if it owns more than 5% of the share capital or voting rights (calculated by consolidating its various equity investments), (ii) Below this threshold, the Board shall systematically examine their independent status taking into account the Company’s capital structure and potential conflicts of interest.

M.R.M. 2017 REGISTRATION DOCUMENT

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