MRM_REGISTRATION_DOCUMENT_2017

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Corporate governance

Corporate governance report

majority shareholders are governed by the legislation and case law in force, and the Company has also drawn up specific rules to prevent conflicts of interests in the internal regulations adopted at the Board’s meeting of 22 February 2018. The rules to prevent and manage conflicts of interest set out in the internal regulations are as follows: “Each director has a duty of loyalty towards the Company. They can under no circumstances act for their own interest against that of the Company. Each director undertakes not to seek or accept from the Company or the Group or any third party, directly or indirectly, positions, benefits or situations likely to be considered as being of a nature to compromise their independence of analysis, judgement or action in the performance of their duties on the Board (a “Conflict of Interest”). They must also reject any direct or indirect pressure that may be exerted on them by other directors, particular groups of shareholders, creditors, suppliers and any third party in general. In this regard, they undertake to submit to the Board and the Audit Committee, in accordance with the procedure described in appendix 1, any draft agreement, prior to its signature, falling under Article L.225-38 of the French Commercial Code. They ensure their participation on the Board is not a source for them or the Company of a Conflict of Interest on a personal level and in terms of the professional interests they represent. When in doubt regarding conflicts of interest, a director may consult the Chairman of the Board who will give them guidance on this point. In the event of a known Conflict of Interest at the time a specific matter is submitted to the Board, the director concerned must fully inform the Board before its meeting on this point and must abstain from participating in discussions and Board decisions on this point (they are in this instance excluded from the quorum and voting calculations). Each director also undertakes, in the event of a known general Conflict of Interest, to: Notify the Chairman of the Board of it as soon as possible; and If this situation has not ended within one (1) month following its notification, immediately resign from their office as director.”

In this regard, Brigitte Gauthier-Darcet highlighted a potential conflict of interest concerning her which the Board considered and rejected at its meeting of 15 December 2015 (see report of the Chairman of the Board of directors on the operation of the Board and on internal control in section 4.5 of the 2016 Registration Document). Thus, to the Company’s knowledge, and on the day of this report, no conflict of interests was identified among the duties of each member of the Board and General Management regarding the Company as corporate officers and their private interests or other duties. To the Company’s knowledge, and on the day of this report, no arrangement or agreement with main shareholders, customers or suppliers exists under the terms of which any member of the Board acts in this capacity. To the Company’s knowledge, and on the day of this report, no restrictions have been agreed with the members of the Board and General Management concerning the sale of their shareholding in the Company. Lastly, given that the functions of Chief Executive Officer and Chairman of the Board are separate, and given that the Company took care to set out rules in the Board’s internal regulations to prevent conflicts of interest, the Board found it unnecessary to appoint a lead director to handle conflicts of interest. In accordance with Article L.225-37-4 paragraph 9 of the French Commercial Code, the methods relating to shareholders’ participation in the General Meeting are outlined in Article 16 of the Articles of Association. General Meetings of shareholders are called and held under the terms and conditions established by law. The notice of General Meetings in which dividends are decided upon shall reiterate shareholders’ obligations under Article 8 “Rights attached to each share – threshold crossing” of the Articles of Association. Any shareholders other than natural persons holding directly or indirectly at least 10% of dividend rights in the Company must confirm or contradict the information declared in accordance with Article 8 of the Articles of Association no later than three days before the date of the General Meeting. Meetings are held either at the head office or in another venue in Paris or its neighbouring départements or in any other place indicated in the notice of meeting. 1.16 Participation of shareholders in the General Meeting

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M.R.M. 2017 REGISTRATION DOCUMENT