MRM_REGISTRATION_DOCUMENT_2017

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Corporate governance

Corporate governance report

Having started her career at Serete, where she headed the finance department, Brigitte Gauthier-Darcet held a number of finance and senior management positions at Lagardère Active. She now oversees the support functions at CBRE France. Valérie Ohannessian has special expertise in banking and financial law, financing and communications. She has been Deputy Director General of the French Banking Federation since 2008. As such, she is responsible most notably for the “strategy, public affairs, communication” and “retail banking, payment methods and systems, digital” sectors. She previously held various management positions in marketing, communication and public affairs at Gan, the French Federation of Insurance Companies, and Andersen Consulting. Gérard Aubert has special expertise in finance and real estate. He was Chairman of CB Richard Ellis France for over 20 years as well as a director of Eurosic and is currently, inter alia, Chairman of SASU Trait d’Union. Jean Guitton is a real estate specialist. He joined the SCOR Group in 2000 and is Head of Real Estate. A Chartered Architect, he holds a Masters (DESS) degree in Urban Planning from the Paris Institute of Political Studies (IEP) and is an associate member of the French Institute of Property Appraisers. After a first experience as an urban planning architect, he successively held the positions of analyst, property appraiser, then Head of International at the Bourdais group. He pursued his career as Head of International Development at Pelege Entreprises, Head of Commercial Real Estate Programs at SMCI, and Head of Real Estate and Investor Relations at Sagitrans/Safitrans. The Audit Committee is responsible for auditing the financial statements for financial years beginning on or after 1 January 2009. It is governed by internal regulations which were modified on 26 February 2014, 23 February 2017 and 22 February 2018. These internal regulations, appended to the Board’s internal regulations, are available on the Company’s website at www.mrminvest.com.

The Audit Committee’s internal regulations stipulate that it may call on external experts, that it must have sufficient time to examine the financial statements, and that in order to examine the financial statements it shall receive a report from the Statutory Auditors highlighting the essential points not only of the results but also of the accounting methods chosen, and a report from Financial Management outlining the Company’s exposure to risk and material off-balance sheet commitments. 1.11 The Audit Committee’s work in 2017 The Audit Committee met six times during 2017 and its meetings, lasting two to three hours, mainly covered: • Monitoring the financial commitments of the Company and its subsidiaries; • Meeting with the Statutory Auditors and Financial Management regarding the preparation of the interim consolidated financial statements; • Meeting with the Statutory Auditors and Financial Management regarding the preparation of the annual corporate and consolidated financial statements and in particular a presentation by the Statutory Auditors highlighting the essential points of the results of the statutory audit and of the accounting methods chosen; • Meeting with the Statutory Auditors and Financial Management regarding the internal control procedures and in particular a presentation by the Statutory Auditors on the results of their “interim” duties; • Meeting with independent appraisers for the Group’s twice- yearly appraisal valuation of properties; • Reviewing the annual budget and monitoring the Group’s 12-month cash flow forecast; • Approving the provision of services other than certifying the financial statements by the Statutory Auditors; • Steering the selection of the co-Statutory Auditors for the 2017-2022 period (including a tender process from seven firms, objective and predefined selection criteria, and a ratings grid).

In 2017, the average attendance rate of the Audit Committee members was 90.9%. The following table shows the attendance of each member of the Audit Committee during the past year:

Members of the Audit Committee

Attendance rate

Brigitte Gauthier-Darcet

6 meetings out of 6 (100%) 5 meetings out of 6 (83.3%) 5 meetings out of 6 (83.3%) 4 meetings out of 4 (100%)

Gérard Aubert Jean Guitton

Valérie Ohannessian

OVERALL RATE

90.9%

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M.R.M. 2017 REGISTRATION DOCUMENT