Covéa CEO resigns from SCOR board

Covéa chairman and CEO Thierry Derez has resigned from SCOR’s board of directors after SCOR CEO Denis Kessler had asked him to step down.

SCOR CEO Denis Kessler had sent a letter on Sept. 6, 2018 to Derez, asking him to resign from his position as a SCOR board member because of a conflict of interest.

SCOR had said that its “Règlement intérieur” (internal regulations) requires that any board member in a situation of conflict of interest must resign from the board, within one month of being formally notified of the conflict of interest.

Covéa had proposed to acquire a majority stake in SCOR but the proposal was met with unanimous opposition from SCOR's executive committee. Covéa is SCOR’s largest shareholder with an 8.5 percent share of the voting rights.

On Aug. 30, 2018, SCOR's board of directors reviewed the terms and conditions of this unsolicited proposal in detail and determined that it is fundamentally incompatible with SCOR's strategy of independence, which is a key factor of its development, that it would jeopardize the group's strong value-creating strategy and that it reflects neither the intrinsic value nor the strategic value of SCOR.

“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,” the company said.

“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,” the statement continued.

SCOR noted that Derez's unilateral decision to "temporarily withdraw" from the board on Sept. 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 Oct. 30, the HCGE confirmed SCOR's position, in all respects and unequivocally, the company said. 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", according to SCOR.

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.

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