MRM_REGISTRATION_DOCUMENT_2017

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Corporate governance

Corporate governance report

Any shareholder may take part in the meetings, personally or by proxy, provided that their shares are registered in their name or the name of the agent registered on their behalf, in accordance with Article L.228-1 paragraph 7 of the French Commercial Code, at midnight on the second business day prior to the meeting, or in the registered share accounts held by the Company, or in bearer share accounts held by an authorised intermediary. For the purposes of determining a quorum and a majority, shareholders attending General Meetings by video conference or by telecommunications media permitting their identification and complying with applicable regulations, when the Board of directors decides on such methods of participation, before sending notice of General Meetings, shall be counted. 1.17 Agreements between a corporate officer or a shareholder and a subsidiary None. 1.18 Agreements referred to in Articles L.225-38 and L.225-40-1 of the French Commercial Code 1.18.1 Agreements and commitments approved in previous years which were effective in the year ended 31 December 2017 Severance pay of the Chief Executive Officer On 31 July 2013, the Board of directors approved severance pay for the Chief Executive Officer in the event of a forced departure before the end of his term of office, capped at his gross annual fixed remuneration, under the following conditions: • In the event of the termination of his duties as Chief Executive Officer related to a change in control or strategy of the M.R.M. Group (“Forced Departure”), Jacques Blanchard shall receive severance pay capped at €200,000, i.e. the amount of his gross annual fixed remuneration as Chief Executive Officer, as set by the Board on 29 May 2013 (the “Allowance”). This Allowance will be subject to prior verification of the Performance Condition defined below. The Performance Requirement (the “Performance Requirement”) shall be realised in a given financial year if one of the following criteria is matched consecutively during the two years immediately preceding the date of departure of the Chief Executive Officer: 1. The Internal Rate of Return of the M.R.M. Group must be at least 5%; or

2. M.R.M.”s share price over the reference period must be no more than 10% below that of the IEIF SIIC France index; • In the event of a forced departure, the Board of directors will decide if the Performance Condition is realised. If the Board observes the realisation of the Performance Condition, the allowance shall be paid to the Chief Executive Officer as soon as possible. In the case of a Forced Departure before the expiration of a period of two years after the taking of duties as Chief Executive Officer by Jacques Blanchard, the Performance Condition will be considered as completed if one of the above criteria is verified on the entirety of the duration of the mandate of Jacques Blanchard. Apart from the assumption of a Forced Departure particularly, but without limitation, in case of the event of a revocation due to the Chief Executive Officer following a performance famously negative of the Company, or if the Chief Executive Officer left his functions on its own initiative to exercise a new position inside or outside the Group, no compensation of any kind whatsoever will be due to the Chief Executive Officer. This commitment, which ended on 30 June 2017 at the end of Jacques Blanchard’s first term of office as Chief Executive Officer, was not executed in the year ended. Pledge of shares and guarantee at first request As of 14 January 2016, the Board of directors approved (i) the conclusion of an intra-group loan agreement with SCOR SE for the refinancing of SCI Noratlas (subsidiary wholly owned directly and indirectly by M.R.M. SA) and (ii) the granting of collateral and guarantees in this context, by M.R.M. SA and its subsidiaries DB Neptune SAS and SCI Noratlas, in favour of SCOR SE. The main conditions of the intra-group loan agreement were as follows: This loan was granted on 15 January 2016 by SCOR SE to SCI Noratlas for a principal amount of €22,000,000 bearing interest at the 3-month Euribor plus a margin of 180 basis points. With an initial maturity of one year, the loan expired on 16 January 2017 and was repayable on maturity. The collateral and guarantees granted to SCOR SE under the intra-group loan are as follows: • The pledge of all shares held by M.R.M. SA and DB Neptune SAS in SCI Noratlas; • The granting by M.R.M. SA of an autonomous first-demand guarantee, taking effect as of 16 February 2017, and a maximum amount of €24,000,000 corresponding to the amount of the intra-group loan agreement in principal and the amount of accessories plus the amount of interest set out in the intra-group loan agreement;

M.R.M. 2017 REGISTRATION DOCUMENT

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