MRM_REGISTRATION_DOCUMENT_2017

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Corporate governance

Corporate governance report

1.4 Duties of the Board of directors In accordance with Article L.225-35 of the French Commercial Code, the Board determines the Company’s business policies, monitors their implementation and controls the management of the Company. Subject to the powers expressly attributed by the law to Shareholders’ Meetings and within the limits of the corporate purpose, the Board may consider any matter related to the successful operation of the Company, and makes decisions governing any matters that concern it. Any significant transaction that does not form part of the announced strategy is subject to prior Board approval. It may also conduct examinations and controls that it deems necessary. The Board of directors may discuss any matter within its legal, regulatory and statutory powers. In particular, the Board of directors examines and approves the interim and annual financial statements (corporate and consolidated financial statements), approves the terms of the reports on the activity and results of the Company, and examines the corporate governance report. The Chief Executive Officer shall report regularly and by any means to the Board of directors on the Company’s financial position, cash position and commitments, and on any significant events and transactions pertaining to the Company. At least once every quarter, the Chief Executive Officer shall present a report to the Board of directors on the activity and operation of the Group. Each director is entitled to provide additional information on their own initiative, with the Chief Executive Officer being available to provide the Board of directors with explanations and relevant information. 1.5 Duties of the Chairman of the Board of directors Since 29 May 2013, the functions of Chairman of the Board of directors have been separated from those of the Chief Executive Officer. The Chairman of the Board of directors performs the duties assigned to him by law. As such, he organises and directs the work of the Board and reports thereon to the General Meeting. The Chairman ensures the proper operation of the Company’s decision-making bodies, and in particular ensures that the directors are able to fulfil their duties.

1.6 Duties and powers of the Chief Executive Officer

The Chief Executive Officer has the widest powers to act in all circumstances on behalf of the Company subject to the limitations set forth hereunder. He exercises those powers within the limits of the corporate purpose, subject to the powers that are expressly attributed by the law to Shareholders’ Meetings and those that are especially reserved for the Board of directors. The Chief Executive Officer represents the Company in its relations with third parties. In accordance with the Board’s internal regulations, the Chief Executive Officer may not undertake the following without prior authorisation from the Board: (i) Approve and make any significant changes to the Company’s or Group’s annual budget or multiannual business plan; Acquire or dispose of any Group assets (including Company shares and fund units), and carry out any capital expenditure above €1,000,000; Carry out any operating expenditure for the Group above €100,000 a year; Sign on behalf of the Group any lease agreement relating to a total surface area of more than 1,000 sqm and for which the economic terms fall short of those stipulated in the multiannual business plan; Incur any new debt or change the terms of any existing debt (including any early repayment, renegotiation or refinancing of bank loans); Make any corporate decision requiring advance approval by the Group’s banks pursuant to existing financing arrangements or which are likely to impact the Company and its subsidiaries’ compliance with their respective declarations and obligations pursuant to said financing arrangements; (vii) Hire any employee under a permanent or fixed-term employment contract; (viii) Issue any guarantee, bond or security or grant any collateral and make any off-balance sheet commitment on the part of a Group entity for an amount above €100,000; (ii) (iii) (iv) (v) (vi)

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M.R.M. 2017 REGISTRATION DOCUMENT