Governance Structure

SCOR is particularly attentive to the adoption of rigorous corporate governance principles, which contributes to the excellence of its Enterprise Risk Management. Applying the July 3, 2008, Act implementing European Union Directive 2006/46/EC of June 14, 2006, SCOR SE refers to the AFEP-MEDEF corporate governance code. The Group is governed by a Board of Directors and its management team is supported by an Executive Committee.

The corporate governance of SCOR, a Societas Europaea with a unitary board structure, is based on a Board of Directors composed in accordance with the governance rules set out by the AFEP-MEDEF Code, notably: (I) the application of best-in-class corporate governance practices, (II) an appropriate number of Board members in order to allow meaningful individual participation, (III) a majority of independent directors, pursuant to criteria adopted by the Board of Directors, (IV) a diversity of expertise, (V) international experience and a diversity of nationalities, and (VI) a high proportion of female Board members.

SCOR’s Board of Directors has established six Committees in order to examine specific topics, to prepare the Board’s proceedings and to make recommendations. The executive management team is supported by an Executive Committee, which is notably responsible for implementing the strategy adopted by the Board of Directors.

SCOR’S EXECUTIVE COMMITTEE

DENIS KESSLER

Chairman and Chief Executive Officer

Denis Kessler, a French citizen, is a graduate of HEC business school (Ecole des Hautes Etudes Commerciales), holds a PhD in economics and advanced degrees in economics and social sciences, and is a Fellow of the French Institute of Actuaries. He has been Chairman of the Fédération Française des Sociétés d’Assurance (FFSA), Senior Executive Vice-President and Member of the Executive Committee of the AXA Group, and Executive Vice-President of the MEDEF (Mouvement des Entreprises de France). He joined SCOR as Chairman and Chief Executive Officer on November 4, 2002. In January 2016, he was elected to join the French Institute’s Academy of Moral and Political Sciences.

VICTOR PEIGNET CEO of SCOR Global P&C

Victor Peignet, a French citizen, is a Marine & Offshore Engineer and graduate of the Ecole Nationale Supérieure des Techniques Avancées (ENSTA), who joined SCOR’s Facultative Department in 1984 from the offshore Oil & Gas contracting industry. He has more than 15 years’ underwriting and management experience in Energy & Marine insurance at SCOR. He has been at the head of the Group’s Corporate Business Division (Business Solutions) since its creation in 2000, first as Executive Vice-President and as Managing Director from April 2004. Since July 5, 2005, he has been the Chief Executive Officer of SCOR Global P&C.

PAOLO DE MARTIN CEO of SCOR Global Life

Paolo De Martin, an Italian citizen, graduated from Ca’ Foscari University, Italy, with a degree in Business Economics. He subsequently spent two years in the optical business as founder and managing partner of an eyewear manufacturer. He joined General Electric Company (GE) in 1995 as a finance trainee in London. In 1997, he joined GE’s internal auditing & consulting Group, charged with assignments in multiple GE businesses in the Americas, Europe and the Asia-Pacific region. In 2001, Paolo De Martin was promoted to Executive Manager for GE Capital Europe, before joining GE Insurance Solutions as Financial Planning and Analysis Manager for Global Property and Casualty Reinsurance. In 2003, he was appointed Chief Financial Officer of GE Frankona Group before becoming Chief Financial Officer of Converium Holding AG in July 2006. In September 2007, Paolo De Martin was appointed Group Chief Financial Officer of SCOR. In January 2014, Paolo De Martin, after a short sabbatical period, was appointed Chief Executive Officer of SCOR Global Life.

FRANÇOIS DE VARENNE CEO of SCOR Global Investments

François de Varenne, a French citizen, is a graduate of the Ecole Polytechnique and a civil engineer of the Ponts et Chaussées. He holds a PhD in finance and graduated as an actuary from the Institut de Science Financière et d’Assurances (ISFA). François de Varenne joined the Fédération Française des Sociétés d’Assurances (FFSA) in 1993 as Manager of Economic and Financial Affairs. In London, beginning in 1998, he served successively as Insurance Strategist with Lehman Brothers, Vice-President for asset management solutions and structured transactions specialist in insurance and reinsurance companies at Merrill Lynch and then at Deutsche Bank. In 2003, he became Managing Partner of Gimar Finance & Cie. He joined the Group in 2005 as Director of Corporate Finance and Asset Management. On September 3, 2007, he was named Group Chief Operating Officer. On October 29, 2008, he was appointed Chief Executive Officer of SCOR Global Investments.

MARK KOCIANCIC Group Chief Financial Officer

Mark Kociancic, a Canadian citizen, is a graduate of the University of Toronto and holds a Bachelor of Commerce degree. He also holds a Chartered Professional Accountant (CPA) designation and a Chartered Financial Analyst (CFA) designation. Upon graduation in 1992, Mark joined Ernst & Young within its Life and P&C insurance practice and has subsequently held progressively senior positions within the insurance industry with St Paul Guarantee, Avalon Risk Associates and Tokio Marine, prior to joining SCOR US as Senior Vice-President and Chief Financial Officer in May 2006. He was appointed SCOR Americas Hub Chief Financial Officer in June 2008 and was promoted to Executive Vice-President in July 2010. He was appointed Deputy Chief Financial Officer of SCOR Group in October 2012 and in May 2013 became Group Chief Financial Officer.

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FRIEDER KNÜPLING Group Chief Risk Officer

Frieder Knüpling, a German citizen, holds degrees in mathematics and physics from the Universities of Göttingen and Freiburg. He worked as a lecturer and research assistant at the University of Freiburg and several other colleges, until he received a PhD in economics based on research into the econometric modeling of macroeconomic and financial data. From 1999 to 2002, he worked for Gerling-Konzern Globale Rückversicherungs-AG and its UK Life Reassurance subsidiary, dealing with pricing and valuation. As at 2003, he headed the Corporate Actuarial & Treasury department of the Revios Group. In 2007, Frieder Knüpling headed SCOR’s Corporate Actuarial Department, reporting to the Chief Risk Officer. He was appointed Deputy Chief Risk Officer of SCOR in December 2008. In July 2010, he was appointed Deputy Chief Executive Officer of SCOR Global Life and member of the SCOR Group Executive Committee. On October 1, 2012, he was appointed Deputy Group Chief Risk Officer and on January 17, 2014, he was appointed Group Chief Risk Officer. Frieder Knüpling holds degrees in Mathematics and Physics and a PhD in Economics. He is a fellow of the Deutsche Aktuarvereinigung (DAV) and a Chartered Enterprise Risk Analyst (CERA).

ROMAIN LAUNAY Group Chief Operating Officer

Romain Launay, a French citizen, is a graduate of the Ecole Polytechnique, of the Ecole des Mines de Paris and of the Centre des Hautes Etudes de l’Assurance. Having occupied various positions at the French Ministry for the Economy and Finance between 2004 and 2009, he became Technical Advisor to the Prime Minister in 2009. He joined SCOR in February 2012 as Senior Advisor to the Chairman and Chief Executive Officer, before being appointed Group General Secretary in May 2014. In February 2016, he became Group Chief Operating Officer.

Laurent Rousseau Deputy CEO of SCOR Global P&C

Laurent Rousseau, 39, a French citizen, started his career in 2001 as an equity analyst at Credit Suisse First Boston in London, covering European insurers and reinsurers. In 2005, he joined J.P. Morgan in the insurance Investment Banking team, executing M&A, capital raising and restructuring transactions for European insurers and reinsurers. He joined SCOR in 2010 as Advisor to the CEO, and became Head of SCOR Global P&C’s Strategy and Business Development in 2012. In July 2015, Laurent became Chief Underwriting Officer of SCOR Global P&C’s treaty business in Europe, Middle East & Africa. Laurent is a graduate of HEC (Ecole des Hautes Etudes Commerciales).

SIMON PEARSON Deputy CEO of SCOR Global Life

Simon Pearson, a British citizen, is a Fellow of the Institute of Actuaries. After graduating in 1987 with an Honors degree in Economics from the University of York, Simon started his actuarial career with a mid-sized UK mutual life insurer, NPI. Qualifying as an actuary in 1992, Simon held a number of actuarial management positions covering pricing and product development, reserving, embedded value and financial reporting. Simon joined the UK life subsidiary of Gerling Global Re in 1999, becoming the Appointed Actuary in 2001. At the beginning of 2004, Simon became the Chief Executive Officer of the UK subsidiary of the newly established Revios. Upon the integration of Revios into SCOR, he became a member of the SCOR Global Life senior management team at the end of 2006. In 2008, Simon was promoted to manage SGL’s Northern Europe region covering the UK, Ireland and Scandinavia. In August 2011, Simon was appointed SGL Head of EMEAA covering Europe, the Middle East, Africa and Asia-Pacific. In November 2014, he was appointed Deputy Chief Executive Officer of SCOR Global Life and Chief Executive Officer of SCOR Global Life Europe, Middle East & Africa (EMEA).

SCOR’S BOARD OF DIRECTORS

ROLE

SCOR’s Board of Directors is responsible for determining the guiding principles of the Company’s business plan and strategy and monitoring their application. The Chairman and Chief Executive Officer of SCOR has full executive authority to manage the business of the Company, subject to the prior authorization of the Board of Directors or the Company’s shareholders for certain decisions as required by law, pursuant to the Company’s bylaws, and subject to the effective management of the company being carried out by at least two persons pursuant to the Code des Assurances (Victor Peignet, Chief Executive Officer of SCOR Global P&C, and Paolo De Martin, Chief Executive Officer of SCOR Global Life, as designated by the Board of Directors on November 3, 2015).

COMPOSITION

The composition of the Board of Directors is guided by the following principles:

application of the best-in-class corporate governance practices;
an appropriate number of Board members in order to allow meaningful individual participation;
a majority of independent Directors, pursuant to criteria adopted by the Board of Directors based on those set forth in the AFEP-MEDEF Governance Code. The Audit Committee is fully composed of independent directors and the Risk Committee is composed of 66.7% of independent directors, and 57.1% (66.7% excluding employee director) of independent directors for the Compensation and Nomination Committee;
international experience and a diversity of nationalities; and
a high rate of female Board members.

THE BOARD’S ADVISORY COMMITTEES

SCOR’s Board of Directors has established six advisory committees to prepare the Board’s proceedings and make recommendations to it on specific subjects:

the Strategic Committee;
the Audit Committee;
the Risk Committee;
the Compensation and Nomination Committee;
the Crisis Management Committee;
the Corporate Social Responsibility Committee, which was created in October 2017.

DIVERSITY ON THE BOARD

An employee-elected director, elected by all of the Group’s employees worldwide, has sat on the SCOR SE Board since 2007. This ad hoc representation mechanism was put into place by the company on a voluntary basis when SCOR SE was converted into a Societas Europaea. Michèle Aronvald is the current employee director, whose term of office will expire at the end of the Shareholders’ Meeting to be held in 2018.
At the Shareholders’ Meeting held on April 27, 2017, SCOR changed its by-laws in order to introduce new mandatory rules for the election of the employee director, who will henceforth be elected by the employees of SCOR SE, and its direct and indirect subsidiaries whose head offices are in France, pursuant to articles L. 225-27-1, V and L. 225-27 of the French Commercial Code. The mandate of the employee director elected pursuant to these new rules will begin immediately after the Ordinary and Extraordinary Shareholders’ meeting to be held on April 26, 2018. Moreover, in accordance with the Copé-Zimmermann Law, SCOR is compliant with its obligations in terms of the proportion of women on its Board of Directors, 5 of its 12 members (42%) in 2017 being women.

BOARD OF DIRECTORS OF THE SCOR GROUP

Following the director’s renewals which took place at the Annual General Meeting on April 27, 2017, the Board of Directors of the SCOR group is composed of the following 12 directors (of which 8 are independent directors¹): Denis Kessler (Chairman & CEO), Michèle Aronvald (employee-elected director), Marguerite Bérard-Andrieu, Thierry Derez, Vanessa Marquette, Bruno Pfister, Jean-Marc Raby, Augustin de Romanet, Thomas Saunier (representing Malakoff Médéric Assurances), Kory Sorenson, Claude Tendil and Fields Wicker-Miurin.

¹As assessed by the Compensation and Nomination Committee using the criteria set by the Board’s Internal Regulation based on the recommandations of the AFEP-MEDEF corporate governance Code of November 2016.

12

VOTING MEMBERS

(including one elected employee representative, the “Employee Director”)