The Board of Directors of SCOR met on September 21, 2018, to consider the situation of Thierry Derez.
The Board of Directors unanimously found that:
- Thierry Derez is in a general conflict of interest situation with regard to the Company and, consequently, must respect his commitment to resign under the Internal Regulations of the SCOR Board of Directors;
- the procedure and the methods used by Thierry Derez and Covéa to prepare, submit and make public the combination proposal of August 24, 2018, as well as their renewed expressions of interest, can only be considered as hostile and unfriendly, and are significantly disrupting the functioning of the Company;
- the fundamental reasons, including those relating to the intrinsic and strategic value of SCOR, which led the Board of Directors’ meeting of August 30, 2018 to unanimously reject Covéa’s proposal, remain fully applicable.
Consequently, the Board of Directors’ meeting of September 21, 2018 decided, unanimously, to affirm in all respects its decision of August 30, 2018 to refuse to enter into discussions with Covéa.
Thierry Derez was informed on September 24 of the unanimous decision by the SCOR SE Board of Directors.
With regard to the press release published today by Covéa:
- SCOR acknowledges that today Covéa has clarified its position vis-à-vis SCOR, following its recent press releases and statements. As SCOR has stated on several occasions, Covéa is bound by a standstill agreement prohibiting it from exceeding, directly or indirectly, the threshold of 10% of SCOR’s share capital until April 7, 2019. SCOR notes that Covéa intends to fully comply with this commitment.
- Covéa’s press release indicates that Thierry Derez has decided to “temporarily withdraw” from the Board of Directors of SCOR until the Group’s annual shareholders’ meeting in 2019. In this respect, SCOR clarifies that Thierry Derez serves on SCOR’s Board of Directors as an individual and that Covéa is therefore not positioned to speak on his behalf in this regard. Moreover, the concept of a “temporary withdrawal” of a director is not set out by law or by SCOR’s bylaws or the Internal Regulations of the Board of Directors.
- SCOR formally contests Covéa’s allegation that it has been the target of “attacks”. SCOR had convened its corporate bodies to thoroughly discuss and reach a decision on Covéa’s proposal, in line with the highest standards of corporate governance. SCOR rejected this proposal, notably due to: its detrimental consequences for the Group, as well as its shareholders and employees; to the lack of any strategic rationale; and to a price that reflected neither the intrinsic value nor the strategic value of SCOR. SCOR’s decision, which contains no element of criticism of Covéa, was purely based on an appraisal of its own corporate interests.
- SCOR welcomes Covéa’s expression of its desire for “serenity and appeasement”. SCOR continues, with confidence and determination, to implement its strategic plan “Vision in Action”, which is centered on value creation for the benefit of its shareholders, its clients and all of its stakeholders.