Maison Moderne -  MM Publishing & Media SA
Governance Charter

SHAREHOLDERS

The capital of the company is fully owned by LEMONLANDS.A., LUNIONFAITLAFORCE S.A., EVERYBODY'S DARLING S.A. and Mike Koedinger.

Strategic vision of the shareholder
Towards a modern Luxembourg with the country's leading independent media company: challenger today, leader tomorrow.

AMBITIONS of the shareholder for Maison Moderne
To commit to the long-term development of Luxembourg. To contribute to the evolution of society and to the international influence of the country by following all political, social and cultural developments in a critical and constructive manner.By encouraging decision-makers to find the best solutions.
By highlighting the innovative and creative strengths of this country.  To contribute to increasing the level of information and therefore engagement of all people in Luxembourg, whether they are residents or just passing through. To improve understanding between different cultures by highlighting their individual achievements and contributions to our open and liberal society.


EDITORIAL LINE OF MAISON MODERNE
- Maison Moderne is an independent publisher that serves no partisan, political, trade union or religious interests;
- Committed to the modernisation and international influence of Luxembourg, it takes a keen, constructive and open look at national issues, as well as at business life. It echoes its successes, but also knows how to be critical of its mistakes, failures and excesses;
- Its editorial line is resolutely democratic,European, and economically and socially liberal. It is neither revolutionarynor conservative, but energetically places itself in the camp of progress and its advances.  


THE ACTIVITIES OF MAISON MODERNE
We operate through three complementary business lines:
- The Publishing House which offers an independent and influential voice in the Luxembourg media landscape through quality journalism and the positioning of Paperjam and Delano among the leading media brands in the country.
- The Business Club which brings together the communities that drive the country forward in the leading business club.
- The Brand Studio which provides communications services including Content Marketing, Native Advertising and Contract Publishing.


THE GENERAL ASSEMBLY
The General Assembly is sovereign.It votes on amendments to the articles of association, appoints and dismisses the members of the Board of Directors. It approves the accounts and the management of the Board of Directors.
It meets at least once a year and when required by law.
It defines the strategic vision of MMPublishing &Media S.A..


THE BOARD OF DIRECTORS
Its role
MM Publishing & Media S.A. is managed by a Board of Directors whose role is to ensure the long-term success of the company in line with the strategic vision defined by the shareholder. It ensures that the necessary financial and human resources are available to enable the company to achieve its objectives. The Board decides on the company's strategy, values, risk level and key policies.
The Board decides on the structure of the Executive Committee and delegates to it the powers to execute the strategy.     

In order to fulfil its role, the Board of Directors:
- develops the general strategies and policies of the company;
- adopts the annual budget and the investment budget;
- authorises the acquisition of shareholdings;
- examines the existence and functioning of an internal control system;
- takes the necessary measures to ensure the integrity of the financial statements;
- appoints the members of the Executive Committee;
- reviews the performance of the Executive Committee;
- sets the remuneration of the Chief Executive Officer; and
- validates the remuneration of the members of the Executive Committee


Its organisation and composition
The Board of Directors is composed of at least four members with a gender balance. Its composition takes into account complementary skills and experience. All members of the Board of Directors are non-executive or independent directors.
The founder of the company chairs the Board of Directors.
He ensures the development of a climate of trust within the Board and an effective interaction between the Board and the Executive Committee.


Term of office
Independent directors are appointed for a period of 3 years, renewable twice (9 years in total). Board members can be removed at any time by the general meeting gathering 2/3 of the shareholdings.


Operation of the Board of Directors
The Board of Directors shall meet sufficiently frequently to carry out its duties effectively and as often as theChairman deems necessary. The Board of Directors shall also meet at the request of half of the directors. The meetings of the Board shall in principle be held in Luxembourg. A Board of Directors meeting is validly held if 75% of the members are physically present or connected by any means made available by the company - except in the case of an exceptional event preventing one or more members from being present or connected, in which case decisions may be taken by the members present or connected even if they do not represent 75% of the members of the Board of Directors, provided that they represent at least 50% of the directors. The exceptional character will be assessed either by theChairman of the Board, or by at least two directors.

The Chairperson shall ensure that an agenda is drawn up and sent to all Board members in good time, together with all the information required to make informed decisions. The minutes shall summarise the discussions, specify the decisions and indicate any reservations expressed by the directors.  The Board of Directors shall appointa secretary to draw up the minutes for approval and signature by the directors present. Decisions are taken by a majority of the members present. A director may not be represented.


Rights and obligations of directors
Non-executive or independent directors have a complementary role to play on the Board of Directors, but independent judgment is required of all directors. All directors should ensure that they obtain all the information necessary to have a thorough knowledge of the key aspects of the company. Each director should arrange his or her personal and professional affairs in such a way as to avoid any conflict of interest. Each director is required to inform the Board of conflicts of interest when they arise and refrain from voting on the matter. Each director shall make a declaration of all his or her activities and financial holdings on taking office and shall ensure that this declaration is updated when there are significant changes and at least once a year.


Remuneration of directors
Directors receive a fixed annual remuneration and a variable remuneration based on three-year targets and decided by the General Assembly.


THE EXECUTIVE COMMITTEE
Its role
The Executive Committee implements the company's strategy as decided by the Board of Directors. It is the essential body for steering the company's strategy.

It prepares for approval by the Board:
- the company's strategy deployment plan;
- acquisitions of shareholdings;
- investments;
- the annual budgets;
- the annual accounts submitted to shareholders for approval; and
- the main management policies.

It reports regularly to the Board of Directors on the progress of the business and submits the monthly and quarterly accounts for review. It ensures the day-to-day management of the company on a collegial basis. It takes all decisions necessary for the operation of the company in accordance with the strategy and budget approved by the Board of Directors.


Its composition
The Executive Committee is composed of as many members as necessary to cover directly or indirectly the following areas:
- General management;  
- Finance; - Business lines;
- Digitalisation; and  
- Human resources.

The Chief Executive Officer proposes to the Board of Directors the functions that he or she considers necessary for the proper functioning of the company's management. He/She shall also propose to the Board of Directors the persons who can perform these functions. The members of the Executive Committee must devote 100% of their professional time (unless previously authorised by the CEO together with the Board) to the company and may not have other professional activities.  Similarly, the CEO may propose to the Board of Directors to invite one or more independent advisors to the Executive Committee who will take part in all meetings of the Executive Committee without having voting rights.

Members of the Executive Committee
The members of the Executive Committee introduce themselves using the following titles:
Chief Executive Officer (CEO)
Chief Financial Officer (CFO)
Chief Digital Officer (CDO)
Chief People Officer (CPO)

Directors responsible for business lines :
Chief Publishing House
Officer Chief Business Club
Officer Chief Brand Studio Officer

Appointments and evaluations
The members of the Executive Committee and the independent advisors are appointed by the Board of Directors on the proposal of the CEO.
Their performance is evaluated at least once a year by the CEO. The Board of Directors assesses the performance of the CEO at least once a year.   

Remuneration
The remuneration of the members of the Executive Committee comprises a fixed part in line with market practice for equivalent functions and a variable part based on the performance of the company and the individual performance of each member.
The remuneration of the members of the Executive Committee is reviewed once a year by the CEO and proposed to the Board of Directors for approval. The remuneration of the Chief Executive Officer is reviewed annually by the Board of Directors.

Operation  
The Executive Committee shall meet frequently enough to carry out its duties effectively and as often as the CEO deems necessary.  
The CEO shall ensure that an agenda is drawn up and sent to all members of the Executive Committee in good time, together with all the information needed to make informed decisions. The minutes shall summarise the discussions and specify the decisions. TheExecutive Committee shall appoint a secretary who shall keep the minutes and ensure that the decisions taken are implemented.

CONFIDENTIALITY OF INFORMATION
Documents and information submitted to the Board of Directors and the Executive Committee are always of a confidential nature and each member is at all times bound to discretion. The same applies to deliberations within these bodies.

Charter approved by the Board of Directors on 1 July 2021.
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