SCOR was informed on 13 November 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 Comite de Gouvernement d'Entreprise indicating that he could no longer occupy the post.
In a press release, the French group SCOR said it 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.
In September, after the takeover bid's failure, Thierry DEREZ announced his unilateral decision to "temporarily withdraw" from the Board, but according to SCOR this decision 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. SCOR has asked DEREZ to resign several times and, in the end, the Group's lead independent director referred the matter to the Haut Comite 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, the Group 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".
On the other side of the barricade, COVEA said in a statement that it "notes the persistent refusal of any dialogue of SCOR SE with its largest shareholder, which will no longer be represented on the Board of Directors," Reuters reports. COVEA, which is SCOR's largest shareholder with an 8.2% stake (Refinitiv Eikon data) said that SCOR placed "obstacles" preventing DEREZ from performing his duties as a director. In reply, SCOR denied obstructing the exercise of DEREZ's mandate. "The Company simply asked him to face the consequences of the unacceptable conflict of interest situation in which he placed himself.", SCOR's press release said.
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