4.4 Legal risk - Scor

In the event of termination of the Chairman and Chief Executive Officer, the benefits he may be allocated would be
determined according to the following situations:
• In the event that the Chairman and Chief Executive Officer is dismissed for misconduct or following a notoriously
negative performance of the Company (non-achievement of the performance condition (C_n) as described below,
and for at least two years during the three previous) no compensation will be due;
• In case of his departure is imposed or a dismissal ad nutum mainly for typical difference of opinion regarding the
Group's strategy, the Chairman and Chief Executive Officer will benefit from a cash payment equal to the amount
of fixed and variable compensations paid to him by the Group for the two financial years prior to his departure. This
payment is subject to the satisfaction of the performance condition (C_n) defined below for at least two out of the
three years preceding the date of departure of the Chairman and Chief Executive Officer.
In case of his departure is imposed or a dismissal resulting from the event of a hostile takeover bid leading to a
change in control situation of the SCOR group, the Chairman and Chief Executive Officer will benefit from a cash
payment equal to the amount of fixed and variable compensations paid to him by the Group for the two financial
years prior to his departure. This payment is subject to the satisfaction of the performance condition (C_n) as
defined below for at least two out of the three years preceding the date of his departure. Furthermore, the
performance shares and stock-options which have been granted prior to his departure will be subject, in their
entirety, only to performance conditions of each plan as approved by the Board of Directors at the time of the
grant.
The performance condition (C_n), determined by the Board of Directors, upon the recommendation of the
Compensation and Nomination Committee, will be met for the current year if at least 3 out of 4 criteria below are
fulfilled.
(A). SCOR financial strength by S&P rating must be maintained (minimum) “A” on average over two prior years;
(B). SCOR Global P&C’s net combined ratio must be less than or equal to 102% on average over two prior years;
(C). SCOR Global Life’s operational margin must be higher than or equal to 3% on average over two prior years;
(D). The SCOR group’s ROE must be higher than 300 points above the risk-free rate on average over two prior
years.
The Board of Directors, upon the recommendation of the Compensation and Nomination Committee will observe
whether or not the performance conditions have been met.
In the event of a change in the structure of the share capital of the Company, if a member of the Executive Committee is
dismissed (except for reason of serious or gross misconduct) or if he decides to resign, he will benefit from (i) a cash
payment equal to the amount of fixed and variable compensations paid to him by the Group for the one financial year prior
to his departure, (ii) a cash payment compensating him for his inability to exercise stock options granted prior to his
departure date and which he would otherwise be unable to exercise due to the vesting period conditions set forth in the
applicable stock option plan, in an amount to be determined by an independent expert using the “Black-Scholes” pricing
model, and (iii) a cash payment compensating him for his inability to definitively acquire Ordinary Shares granted to him for
free prior to his departure and which he would otherwise be unable to acquire due to the terms and conditions of the
applicable free share allocation plan. The amount of this cash payment is equal to the product of the number of shares
concerned by the average value of the opening prices of the Ordinary Shares of SCOR SE in the Paris Stock exchange
during the twenty trading days preceding the date of the change in the structure.
SCOR SE PROVIDES SERVICES AND BENEFITS TO ITS SUBSIDIARY COMPANIES OPERATING IN FRANCE AND
WORLDWIDE AS FOLLOWS
Provision of services
Provision of technical support in relation to risk management information technology and reinsurance services. Services are
charged for annually on an arms’ length basis.
Provision of benefits
Issue of share options and share awards to employees of subsidiaries. Costs are charged for annually based on the
underlying value of the awards granted calculated in accordance with the guidance set out in IFRS 2. See Note 18 - Stock
options and share awards for further details.
Parent company guarantees
SCOR SE provides parental guarantees to a number of operating subsidiaries. Under the terms of these parental
guarantees contracts of insurance or reinsurance between clients and the Group companies are covered so that clients
benefit from the additional financial security of SCOR SE.
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