Press Release
November 13, 2018 - N° 27
SCOR acknowledges Thierry Derez's decision to resign from his position as a member of SCOR's Board of Directors, following the opinion rendered by the Haut Comité de Gouvernement d'Entreprise
SCOR was informed today of Thierry Derez's decision to resign from his post as a director of SCOR - where he sat on the Board as an individual - following the opinion rendered by the Haut Comité de Gouvernement d'Entreprise indicating that he could no longer occupy the post.
SCOR acknowledges the fact that Thierry Derez is finally facing the consequences of the general conflict of interest situation in which he found himself with regard to the Company, which were recognized by three unanimous SCOR Board decisions on August 30, September 21 and October 23 2018. This situation, which in particular was disrupting the proper functioning of the Group's management bodies, led SCOR to ask Thierry Derez to resign as a director on several occasions.
Thierry Derez's unilateral decision to "temporarily withdraw" from the Board on September 27, 2018 was not set out by law, by SCOR's bylaws or by the Internal Regulations of the Board of Directors, and therefore had no basis or legal significance.
Given Thierry Derez's refusal to face the full consequences of this situation, SCOR's lead independent director referred the matter to the Haut Comité de Gouvernement d'Entreprise (HCGE) on October 12. In an opinion rendered on October 30, the HCGE confirmed SCOR's position, in all respects and unequivocally. In particular, the HCGE confirmed that neither the Afep-Medef code nor the French Commercial Code provide for the temporary withdrawal of a director, insofar as the latter would be unable to simultaneously respect the obligations of abstention and attendance, thereby exposing himself to "serious breach of the rules of the Afep-Medef Code", and that, in these circumstances, the latter must "give up his mandate".
In no way has SCOR obstructed the exercise of Thierry Derez's mandate. The Company simply asked him to face the consequences of the unacceptable conflict of interest situation in which he placed himself.
The letter of referral from HCGE, the opinion given by that body and the letter of
November 5, 2018 sent to Thierry Derez by SCOR's lead independent director asking him once again to resign, are available at www.scor.com.
This publication is an ad hoc disclosure pursuant to article 17 of the Regulation (EU) n°596/2014 of 16 April 2014.
*
* *
Contact details
Marie-Laurence Bouchon
Group Head of Communications
+33 (0)1 58 44 75 43
mbouchon@scor.com
Ian Kelly
Head of Investor Relations
+44 (0)203 207 8561
ikelly@scor.com
Twitter: @SCOR_SE
Forward-looking statements
SCOR does not communicate "profit forecasts" in the sense of Article 2 of (EC) Regulation n°809/2004 of the European Commission. Thus, any forward-looking statements contained in this communication should not be held as corresponding to such profit forecasts. Information in this communication may include "forward-looking statements", including but not limited to statements that are predictions of or indicate future events, trends, plans or objectives, based on certain assumptions and include any statement which does not directly relate to a historical fact or current fact. Forward-looking statements are typically identified by words or phrases such as, without limitation, "anticipate", "assume", "believe", "continue", "estimate", "expect", "foresee", "intend", "may increase" and "may fluctuate" and similar expressions or by future or conditional verbs such as, without limitations, "will", "should", "would" and "could." Undue reliance should not be placed on such statements, because, by their nature, they are subject to known and unknown risks, uncertainties and other factors, which may cause actual results, on the one hand, to differ from any results expressed or implied by the present communication, on the other hand.
Please refer to the 2017 reference document filed on February 23, 2018, under number D.18-0072 with the French Autorité des marchés financiers (AMF) posted on SCOR's website www.scor.com (the "Document de Référence"), for a description of certain important factors, risks and uncertainties that may affect the business of the SCOR Group. As a result of the extreme and unprecedented volatility and disruption of the current global financial crisis, SCOR is exposed to significant financial, capital market and other risks, including movements in interest rates, credit spreads, equity prices, and currency movements, changes in rating agency policies or practices, and the lowering or loss of financial strength or other ratings.
The Group's financial information is prepared on the basis of IFRS and interpretations issued and approved by the European Union. This financial information does not constitute a set of financial statements for an interim period as defined by IAS 34 "Interim Financial Reporting".
