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4.4 Legal risk - Scor

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Moreover, the Chairman and Chief Executive Officer receives benefits in kind, of the following nature:<br />

(a) a health insurance policy under the terms of a contract dated 16 September 1988;<br />

(b) an “all causes” death or permanent disability insurance policy for Company Executives, dated 30 June 1993<br />

and<br />

(c) An death or permanent disability insurance for an accident, also and especially underwritten for the executives<br />

on the Group on 1 January 2006 It is specified that these collective insurances are renewed on an annual<br />

basis so that the Chairman and Chief Executive Officer will benefit from any policies that may replace the<br />

existing ones.<br />

Retirement<br />

Like all the Group’s Executive officers based in France and employed by the Group as at 30 June 2008, the Chairman<br />

and Chief Executive Officer benefits from pension coverage capped at 50% of the reference salary, provided he has<br />

been with the Group for a minimum of five years. The rights to this pension are vested progressively, based on seniority<br />

over a period of 5 to 9 years, on the basis of the average compensation received over the last five years with the Group.<br />

The right to a supplementary pension is only acquired under the condition notably that the beneficiary is a corporate<br />

officer or an employee of the Company when he claims his rights for the pension, according to the rules in force at that<br />

time.<br />

Powers of the corporate officers<br />

At its meeting on 18 April 2002 and in compliance with Article L. 225-51-1 of the French Commercial Code and Article<br />

16 of SCOR’s bylaws (“Executive Management”), the Board of Directors of the Company decided that the management<br />

of the Company will be carried out under his responsibility by the Chairman of the Board of Directors, with the title of<br />

Chairman and Chief Executive Officer, who may be assisted by a Deputy Chief Executive Officer.<br />

Denis Kessler joined the Group on 4 November 2002 with the goal to sort it out as it was facing a very difficult financial<br />

situation. The Board of Directors considered that, in order to achieve such mission, it was preferable to entrust the<br />

powers of Chairman and of Chief Executive Officer to Denis Kessler.<br />

No limitation on the powers of the Chairman and Chief Executive Officer, other than those stipulated by law, is included<br />

in the bylaws or any decision of the Board of Directors of the Company.<br />

General meetings of the Shareholders<br />

The modalities of the participation of the Shareholders to the General meetings and notably the main powers of the<br />

Shareholders’ General meetings, the description of the Shareholders’ rights as well as the modalities of the exercise of<br />

the voting rights are set forth by the Article 19 of the Company’s by-laws, an electronic version of which is available on<br />

SCOR’s web site (www.scor.com).<br />

Information required by Article L.225-100-3 of the French Commercial Code<br />

The information referred to in Article L.225-100-3 of the French Commercial Code is made public in the Annual<br />

Financial report which is included in this Registration Document (see Appendix E for the cross reference table to Annual<br />

Financial Report)<br />

374

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