MRM_REGISTRATION_DOCUMENT_2017

4

Corporate governance

Corporate governance report

The table below provides a summary of the total remuneration and options and shares allocated by the Company and its parent company SCOR SE to the executive corporate officers over the last two years:

2017

2016

François de Varenne, Chairman of the Board (1) Remuneration due for the financial year

€922,224

€974,580

Value of multiyear variable remuneration awarded during the year Value of options allocated by SCOR SE during the year Value of bonus shares awarded by SCOR SE during the year

-

-

€1,351,200 €2,692,200 €4,965,624

€1,263,200

€132

TOTAL

€2,237,912

Jacques Blanchard, Chief Executive Officer Remuneration due for the financial year

€265,638

€388,495

Value of multiyear variable remuneration awarded during the year

- - -

- - -

Value of options allocated during the year

Value of bonus shares allocated

TOTAL

€265,638

€388,495

(1) François de Varenne receives no remuneration or any benefits from the Company or its subsidiaries. He is remunerated by SCOR SE, the Company’s parent company as defined by Article L.233-16 of the French Commercial Code, as a member of its Executive Committee. To this end, no remuneration is due or awarded to him as Chairman of the Board of directors of M.R.M. The remuneration and benefits paid to François de Varenne by SCOR SE are presented in section 2.2.2. of this report.

The table below provides a summary of executive corporate officers’ employment contracts, specific pensions, severance pay and non-compete clauses agreed with the Company:

Compensation or benefits due or likely to be due following termination or change of duties

Compensation due under a non- compete clause

Employment contract

Supplementary pension plan

Executive corporate officers

Yes No Yes No

Yes

No

Yes

No

François de Varenne

X (1)

X

X

X

Chairman of the Board of directors Start of term of office: 29 May 2013 End of term of office: General Meeting to be held in 2021 to approve the financial statements for the year then ended

Jacques Blanchard Chief Executive Officer

X

X

X

X (2)

Start of term of office: 29 May 2013 End of term of office: General Meeting to be held in 2019 to approve the financial statements for the year then ended

See section 2.2.1 below

(1) François de Varenne has an employment contract with SCOR SE. (2) In the event of the early termination of his first term of office (set to end on 30 June 2017), the Chief Executive Officer was entitled to severance pay subject to fulfilling a performance condition. This commitment is now void.

142

M.R.M. 2017 REGISTRATION DOCUMENT