MRM_REGISTRATION_DOCUMENT_2017

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Corporate governance

Corporate governance report

Payment of the components of variable remuneration and where applicable exceptional remuneration allocated for 2018 to the Chief Executive Officer by virtue of his office is subject to approval by the Ordinary General Meeting of the components of remuneration paid or allocated to the Chief Executive Officer for said year (ex-post vote). Consequently, payment of these components will be made, subject to this condition, after the General Meeting to be held in 2019 to approve the financial statements for 2018. and exceptional components of the total remuneration and benefits in kind due to the Chairman of the Board in respect of his office The Board of directors decided that if the Chairman of the Board is an employee of SCOR Group, he will not receive remuneration in respect of his office as Chairman of the Board of M.R.M. Therefore, François de Varenne, Chairman of the Board of M.R.M. and an employee of SCOR Group, receives no remuneration or benefits from the Company and its subsidiaries. Similarly, he does not receive any remuneration or benefit likely to be due or allocated in respect of his office as Chairman of the Board of M.R.M. However, should the Board decide to appoint a new Chairman of the Board who is not an employee of SCOR Group, it would take the following principles into account as part of its remuneration policy in accordance with the recommendations of § 24-1 of the AFEP-MEDEF Corporate Governance Code of November 2016: • Comprehensiveness: the remuneration must be comprehensive. All components of remuneration must be taken into account in the overall remuneration evaluation; • Balance between the compensation components: each component of the remuneration must be clearly motivated and be in line with the Company’s interests; • Comparability: the remuneration must be assessed in the context of a business line and the benchmark market. 2.1.2 Principles and criteria used to determine, allocate and grant the fixed, variable

Allocation of stock options/bonus shares None.

Exceptional remuneration The Board of directors may decide to grant exceptional remuneration to the Chief Executive Officer in view of very specific circumstances. Payment of this type of remuneration must be justified by an event such as pulling off a major transaction for the Company. Directors’ fees The Chief Executive Officer receives no directors’ fees in respect of his duties. Benefits in kind The Chief Executive Officer has healthcare and personal risk cover as well as a company car. Commitments mentioned in Article L.225-42-1 paragraphs 1 & 6 of the French Commercial Code In the event of the early termination of his duties, the Chief Executive Officer may receive severance pay subject to fulfilling a performance condition. Other components of remuneration and benefits due or likely to be due or allocated in respect of office (e.g. under an agreement signed with the Company, a subsidiary, a controlling company or a sister company) None. In accordance with the recommendations of the AFEP- MEDEF Code, the Chief Executive Officer does not have an employment contract. Should the Board of directors decide to appoint one or more Deputy Chief Executive Officers, the principles and criteria applicable to the Chief Executive Officer would be applicable to the Deputy Chief Executive Officers. Should the Board of directors decide to combine the positions of Chairman and Chief Executive Officer, the principles and criteria applicable to the Chief Executive Officer would be applicable to the Chairman and Chief Executive Officer.

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M.R.M. 2017 REGISTRATION DOCUMENT