GROUPAMA / 2018 Registration document

REGISTRATION DOCUMENT 2018 GROUPAMA ASSURANCES MUTUELLES Including the annual financial report

CONTENTS

5 Risk factors and risk management

1 Overview of the Group

3

123

History of the Company 1.1

4

Risk factors 5.1

124

Organisation of the Group and 1.2 Groupama Assurances Mutuelles

Risk management 5.2

6 8

and sensitivity analyses

134

Key figures 1.3 Strategy 1.4

10 12

Human resources 1.5

6 Earnings and financial position 151 Management report of the Board 6.1 of Directors 152 Dividend distribution policy 6.2 176 Characteristics of the mutual 6.3 certificates and remuneration policy 177 Cash and Group financing 6.4 178 Property, plant and equipment 6.5 179 Administrative, judicial, or arbitration 6.6 proceedings 179

2 The Group’s businesses Groupama, a multi-line 2.1 and multi-channel insurer

17

18

Insurance in France 2.2 International Insurance 2.3 Financial businesses 2.4

20 24 26

3 Corporate governance and internal control

27

7 Financial statements

181

Disclosures on Corporate Governance 3.1 Delegations of authority and powers 3.2 Compensation paid to and equity 3.3 interests owned by Directors

28 54

Consolidated Financial statements 7.1 and notes Statutory auditors’ report 7.2 on the consolidated financial statements 286 Annual financial statements and notes 7.3 290 Statutory auditors’ report 7.4 on the annual financial statements 324 182

54 64 71 71 72

Internal control procedures 3.4 Related-Party Transactions 3.5

Major Contracts 3.6

Fees of the statutory auditors 3.7 Statutory auditors’ special report 3.8 on related-party agreements and commitments

73

8 Legal information

329

Company information 8.1

330

4 Corporate social responsibility (CSR)

Information concerning share capital 8.2 and principal shareholders 348 Persons responsible for the registration 8.3

75

Groupama CSR Policy 4.1

76

document, financial disclosures and for auditing the financial statements

Groupama’s 2018 extra-financial 4.2 performance review Report of one of the statutory auditors 4.3 on a selection of social, environmental, and societal information

77

351

120

Glossary

353

Concordance table with the headings required by EU Regulation no 809/2004 354

Concordance table with the disclosures required in the annual financial report

356

2018

REGISTRATION DOCUMENT INCLUDING THE ANNUAL FINANCIAL REPORT GROUPAMA ASSURANCES MUTUELLES

This Registration Document was filed with the AMF on April 2019, in compliance with Article 212-13 of its General Rules. It may be used in support of a financial transaction if it is supplementedby a transactionmemorandumapproved by the AMF. This docmument was preparedby the issuerand is bidingon the signatories.

This Registration Document includes all aspects of the Annual Report mentioned under Section I of Article L.451-1-2 of the French Monetary and Finance Code as well as Article 222-3 of the General Rules of the AMF. A table of concordance for the documents mentioned in Article 222-3 of the General Rules of the AMF and the correspondingsections of this RegistrationDocument is provided on page 354. Copies of this RegistrationDocument are available free of charge from Groupama, 8-10 rue d'Astorg, 75008 Paris, as well as on the Groupama website (www.groupama.com). This is a free translation into English of the French Registration Document filed with the Autorité des Marchés Financiers (AMF) and which is provided solelyfor the convenienceof English readers.

1 REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES

1

OVERVIEW OF THE GROUP

1.1

1.4

HISTORY OF THECOMPANY

4

STRATEGY

10

Anenvironmentundergoingprofoundchange 1.4.1.

10

AGroupwithsolidstrengths 1.4.2.

11 11

1.2

ORGANISATION OF THEGROUP AND GROUPAMAASSURANCES MUTUELLES

6

1.4.3.

Astrategicprojectbasedon

four focuses

1.2.1 1.2.2

Generalorganisation

6

1.5

HUMAN RESOURCES

12

Simplifiedorganisationchart

oftheGroup’smain

7 8

subsidiariesasof31December 2018

1.5.1 1.5.2

SocialPolicy

12

TiesbetweenthevariousGroupentities 1.2.3

Groupconsolidatedworkforce

15 16 16

(France&

International)

1.3

KEY FIGURES

8

Equitystakesand stockoptions 1.5.3 Commitmentstopersonnel 1.5.4

1.3.1

ConsolidatedscopeofGroupama

8 9

AssurancesMutuelles

Groupamacombinedscope 1.3.2

1.3.3

Consolidatedscope/combinedscope

10

datareconciliation

3 REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES

1 OVERVIEW OF THE GROUP HISTORY OF THE COMPANY

HISTORY OF THE COMPANY

1.1 The creation of Groupama is a story that goes back more than one hundred years. The starting point was the Act of 4 July 1900, which allowed the birth, then the subsequent organisation of the agricultural mutualinsurance movement in France. The Agricultural Mutual Insurance Companies (Assurances MutuellesAgricoles) were created to protect and serve the farmers who at that time represented 80% of the nation’s wealth. In the 20 th  century, they became the leading Europeanagricultural insurer (source: internal). The AssurancesMutuelles Agricoles very quickly realised the need to reinvent themselvesand open themselvesup to other insurance markets and, more recently, to the banking business, in order to continue their vocation of serving the interests of agriculture and passing on thetraditionof mutual insurance. In 1963, the Assurances Mutuelles Agricoles opened up their The name “Groupama” was created in 1986, bringing together all the entities of an insurance group that had adapted to the new economic conditionsand the globalisation ofthe financial markets. In 1995, policyholderswho were not part of the agricultural world –  at the time covered by SAMDA, a subsidiary of Groupama created in 1963 to insure “non-agricultural”customers – became full membersof their mutual. In 1998, on conclusionof a privatisationprocedure involvingmajor international groups, Groupama acquired Gan, a group whose business activities complemented those of Groupama. The acquisition resulted in the creation of one of the leading French multi-line insurers. In 2001, seeking to extend its services to include banking products, the Group joined forces with Société Générale, the leading French retail banking institution, with a view to creating a multi-channel bank for Groupama’s customers (Groupama Banque). Groupama plans to become a global player in financial insurance-banking. Also in 2001, the Board of Directors of the Central Mutual approveda structureconsolidating theregional mutuals. A number of growth acquisitions were initiated in 2002 in France (acquisition of CGU Courtage, merged with and into Gan Eurocourtage) and at the international level (acquisition of Plus Ultra Generales in Spain). In 2003, the regional mutuals rolled out a banking product to Groupama’s members. The Group also obtained a non-life insurance licencefor China. In addition, the Group’s national entities were restructured to be better adapted to its growth strategy. The Fédération Nationale Groupama was created and Groupama SA became the exclusive reinsurer of the regional mutuals following the dissolution of the Central Mutual, the Caisse Centrale des Assurances Mutuelles Agricoles. In 2006, Groupama acquired the Spanish subsidiariesof a French group, the Turkish insurancegroup Basak, the 6 th -largest insurer in business tothe entire non-lifeinsurance segment. In 1972, they started a life insurance business.

Turkey ( source: Foreign Economic Relations Division, 2006 data ), as well as the British broker CaroleNash. In 2007, the Group’s internationaldevelopmentintensifiedwith the acquisition of the Nuova Tirrena insurance company, which held some 2% of the Italian non-life insurancemarket, strengtheningthe Group’s subsidiary in Italy. In the United Kingdom, the Group acquired two new brokers (BollingtonGroup and Lark Group). In 2007 and 2008, Groupama made strong advances in Central and Eastern Europe by acquiring the Greek insurer Phoenix Metrolife and Romanian insurance companies BT Asigurari and Asiban, and by strengthening its positions in Turkey, through the acquisition of insurance companies Güven Sigorta and Güven Hayat. Groupama also entered into a strategic partnership with OTP Bank, the leading independent bank in Central Europe, resulting in distribution agreements in nine countries and the acquisition of OTP’s insurance operations (OTP Garancia), the leading company in Hungary, as well as its insurance subsidiaries in Bulgaria, Romaniaand Slovakia. Groupama also acquired a 35% stake in STAR, the leading company in the Tunisianinsurance market. With a view to gaining an urban customer base and new distribution channels in France, in mid-2008 Groupama launched “Amaguiz.com”, anew brandintendedfor web sales only. In 2009, Groupama signed a partnership agreement with La Banque Postale for the distribution of non-life insurance products via a joint venture usingLa Banque Postale’snetworks. The creation of Groupama Gan Vie, through the merger/takeover of Groupama Vie and Gan Eurocourtage Vie by Gan Assurances Vie and the transfer of the portfolios of Gan Patrimoine and Gan Prévoyance, enabled the consolidation of the Group’s activities into a single companyin France. The Group’s French banking businesses have also been pooled through the merger ofGroupamaBanque andBanque Finama. At international level, the Group merged its Italian, Hungarian, Romanian and Turkish subsidiaries in order to strengthen its positionson all thosemarkets. In 2010, the Group implementeda large number of partnershipsin various areas. In the bancassurance market, the partnership agreement signed with La Banque Postale in 2009 resulted in the creation of a joint enterprise, La Banque Postale Assurances IARD, which is 65%-held by La Banque Postale and 35% by Groupama. At the end of 2010, this company launched its non-life insurance products (motor, home, legal protection) via remote-selling channels (internet and telephone), then progressively through La Banque Postale’s networkof officesbeginningin 2011. In December 2010, Groupama and the Chinese group AVIC (Aviation Industry Corporation of China) signed an agreement on the creation of a joint venture to expand activities in the non-life insurance segment in the People’s Republic of China. Already active in Sichuan province since 2003, Groupama intends to accelerate its development on a market, the rapid expansion of which should make it amajor growth centrefor the Group.

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OVERVIEW OF THE GROUP HISTORY OF THE COMPANY

Major events of 2011 included the eurozonedebt crisis, particularly in Greece, and the significantdeteriorationof the financial markets, which affected Groupama’s financial position. Against this background, the Group implemented measures in 2012 to strengthen its solvency margin while reducing the sensitivity of its balance sheet to financial market fluctuations. Groupama thus adjusted its scope of activities by selling Gan Eurocourtage’s non-life business, Gan Eurocourtage’s maritime business in France, the Spanish subsidiary, and the non-life insurance subsidiary in theUnitedKingdom. In 2013, the Group finalised the adjustment of its scope with the disposal of 100% of the capital of Groupama Private Equity in January and the disposal of its 51% stake in the British brokerage firm Bollington in March. In April, Groupama reinforced its partnership with the Chinese Group AVIC to support the strong growth of Groupama AVIC Insurance on the agricultural insurance market andin the rural sector inChina. In addition, the law of 26 July 2013 on the separation and regulationof banking businessesestablishedGroupamaSA as the central body of the network of agricultural insurance and reinsurance companies and mutuals (hereinafter the Groupama network). The General Meeting of 11 June 2014 modified Groupama SA’s bylaws to include inits corporate purposeits role as centralbody. In December 2015, Groupama was the first mutual insurer to launch the mutual insurance certificates authorised by the Social and Solidarity Economy law of July 2014. The regional mutuals thus acquired the necessary financial resources to invest in the territories and develop a new long-term, quality relationship with their members based on trust. As of the end of 2016, all the regional mutualshave issuedmutual certificates. In April 2016, Orange and Groupama signed an agreement to develop an unprecedented 100% mobile banking product. In October 2016,the French and European regulatory and prudential authoritiesauthorisedOrange’s acquisitionof 65% of the capital of

Groupama Banque, renamed Orange Bank on 16 January 2017. The Orange Bank offering available in France since the second half of 2017 in the Orange distribution network will also be distributed in the Groupamagroup’s networks in 2018. In December 2016, the “Sapin II” law on transparency, the fight against corruption, and modernisation of the economy was published, putting in place the legislative framework required for the conversion of Groupama group’s central body into a mutual insurance company (SAM) with an implementation period of 18 months. On 7 June 2018, Groupama SA, the Group’s central body, was converted into a national agricultural reinsurancemutual, a special form of mutual insurance company, commonly known as Groupama Assurances Mutuelles. Prior to this conversion: Groupama SA sold its direct insurance portfolio to Gan ❯ Assurances in November 2017, given that Groupama Assurances Mutuelles can only engage in reinsurance by virtue of its bylaws; in December 2017, Groupama SA contributed most of its ❯ insurance and service subsidiariesto GroupamaHolding Filiales et Participations,a holding companywith the status of insurance group company, while maintaining direct ownership of the financial subsidiaries, real estate companies, and some equity stakes; Groupama Holding and Groupama Holding 2 were taken over ❯ by Groupama SA on7 June 2018, prior to its conversion. This conversion simplifies the Group’s organisation and makes it consistent overall based on its three levels of mutualisation: local, regional, and nationwide mutuals. By unifying its values and organisation, the Groupama group is demonstrating its commitment to its mutual insurance background, which is being used in an ambitious savings project for its members and customers.

1

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1 OVERVIEW OF THE GROUP

ORGANISATION OF THE GROUP AND GROUPAMA ASSURANCES MUTUELLES

ORGANISATION OF THE GROUP AND GROUPAMA

1.2

ASSURANCES MUTUELLES

Local mutuals

Combined scope of

(1)

Regional Mutuals

Members +mutual certificates (MC)

Groupama Assurances Mutuelles

100%

Consolidated scope

Groupama Holding Filiales et Participations

Financial subsidiaries

French insurance subsidiaries

French services subsidiaries

International subsidiaries

* 9 regionalmutuals in metropolitan France, 2 overseas mutuals,and 2 specialist mutuals

1.2.1

GENERAL ORGANISATION

Groupama Assurances Mutuelles, a national agricultural reinsurancemutual, is a legal structure without capital, the central body of the Groupama network. Its main missionsare as follows: to ensure the cohesion and proper operation of the ❯ organisations within the Groupama network; to exercise administrative, technical and financial control over ❯ the structure and management of the organisations within the Groupama network; to define and implement the Groupama group’s operational ❯ strategy, inconsultationwith the regional mutuals; to reinsurethe regional mutuals; ❯ to direct all subsidiaries; ❯ to establish the external reinsurance programme for the entire ❯ Group; to preparethe consolidated andcombined financial statements. ❯ The Company is governed with respect to its activities by the provisions of the French Insurance Code and the French Commercial Code and is subject to the supervision of the French Prudential Supervisionand Resolution Authority(ACPR).

The Group has a governance method which empowers everyone involved within the organisation. Members elect their representatives at the local level (34,500 elected representatives), who in turn elect their representativesat the regional and national levels. The Directors, who are all policyholders of the mutual insurance company, control all the Boards of Directors of the entities within the mutual insurance group. They select the Managers, who handle operating activities. The elected representatives thus participate in all of the Group’s decision-making bodies, whether for local (2,900), regional (9 regional mutuals in metropolitanFrance, 2 overseasmutuals and 2 specialised mutuals), or national mutuals, through the Boards of Directors of Groupama Assurances Mutuelles and its main direct or indirect subsidiaries. There are thereforetwo scopeswithin Groupama: the combinedscope, which includes all the entities of the Group ❯ and all of theactivities of the regionalmutuals; the consolidated scope of which Groupama Assurances ❯ Mutuelles is the parent company. In addition to the activities of the subsidiaries,its business lines include approximately35% of the activity of the regional mutuals, which is captured by the Internal Reinsurancemechanism.

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OVERVIEW OF THE GROUP ORGANISATION OF THE GROUP AND GROUPAMA ASSURANCES MUTUELLES

SIMPLIFIED ORGANISATION CHART OF THE GROUP’S MAIN SUBSIDIARIES

1.2.2

1

AS OF 31 DECEMBER 2018

Groupama Assurances Mutuelles

100%

Groupama Holding Filiales et Participations

FINANCIAL ACTIVITIES REAL ESTATE ACTIVITIES

INSURANCE

SERVICES

INTERNATIONAL

Italy

100%

Groupama Assicurazioni Spa

Gan Assurances

100%

100% (1)

Cofintex 2

100% (1)

FMB

100%

United-Kingdom

2.52%

100%

GUK Broking Services Ltd

Groupama Immobilier

97.48%

Groupama Gan Vie

Romania

100%

60%

Cofintex 6

100%

Groupama Asigurari SA

100%

40 %(2)

Gan Patrimoine

Groupama Gan Reim

85%

French Overseas

CapsAuto

Gan Outre-Mer IARD

Groupama Asset Management

100%

100%

100%

Gan Prévoyance

20.39%

Hungary

Rent A Car

Groupama Epargne Salariale

100%

100%

Groupama Biztosító

Amaline Assurances

100%

Mutuaide Services

Bulgaria

100%

100 %(1)

Cofintex 17

Groupama Zastrahovane (Non-Vie)

100%

100%

Mutuaide Assistance

35%

Compagnie Financière d'Orange Bank

Groupama Zhivotozastrahovane (Vie)

Groupama Assurance Crédit & Caution

100%

100%

100%

Greece

Société Française de Protection Juridique La Banque Postale Assurances IARD

Groupama Phoenix Hellenic Insurance Company SA

Orange Bank

100%

100%

Turkey

Groupama Investment Bosphorus Holding Anonim Sirketi

35%

100%

Vietnam

20%

100%

Günes Sigorta

Groupama Vietnam

Tunisia

China

Groupama Avic Property Insurance Co.Ltd

50%

35%

Star

(1) Directlyand indirectly. (2) Indirectlyby GroupamaGan Vie. A more exhaustive list of theGroup’s mainsubsidiariesis presented in Note 48to the consolidatedfinancial statements.

7 REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES

1 OVERVIEW OF THE GROUP KEY FIGURES

1.2.3

TIES BETWEEN THE VARIOUS

Relations between the regional mutuals and Groupama AssurancesMutuellesare governed by: an internal reinsuranceagreementbetween the regional mutuals ❯ and GroupamaAssurancesMutuelles with terms updated every year; a security and solidarity agreement between all the regional ❯ mutuals and Groupama Assurances Mutuelles (“agreement defining the security and solidarity mechanisms of the Caisses de Réassurance Mutuelle Agricole”). This agreement is described in more detail in Note 44 –  Related Parties – to the consolidated accounts and is the subject of a special report from the statutory auditors on regulated agreements and commitments (seesection 3.8).

GROUP ENTITIES

The subsidiaries are bound by capital ties. Subsidiaries indirectly and directly owned by Groupama Assurances Mutuelles are included in its consolidatedaccounts.Moreover, in exchange for a certain degree of operationalautonomy,each of the subsidiaries is subject to the requirements and obligations defined by the GroupamaAssurancesMutuellesenvironment,particularly in terms of control.

KEY FIGURES

1.3

1.3.1

CONSOLIDATED SCOPE OF GROUPAMA ASSURANCES MUTUELLES

The following table shows financial disclosures and ratios from the the application of international financial reporting standards, the GroupamaAssurancesMutuellesconsolidatedfinancial statements GroupamaAssurancesMutuellesconsolidatedfinancial statements for the fiscal years ended 31 December2016, 2017, and 2018. In have been prepared in accordance with the IFRS as adopted by accordancewith EC Regulation no 1606/2002of 19 July 2002 on the EuropeanUnion.

2018

2017

2016

(in millions of euros)

Premium income/revenue (1)

10,649

10,303

10,140

of which France insurance

7,939

7,548

7,357

of which International insurance

2,537

2,605

2,647

of which financialndbanking businesses

173

150

136

Combined non-life ratio (2)

100.1%

100.3%

103.6%

Economic operating income (3)

182

196

(32)

Net income, group share

319

87

79

Financial structure andsoundness Group’s equity, groupshare

5,274

5,257

5,613

TOTAL BALANCE SHEET

88,506

90,645

90,484

Insurance premiums written and income from financial businesses. (1) See glossary in this registration document (page 353). (2)

Economic operating income equals net income adjusted for realised capital gains and losses, long-term impairment increases and write-backs, and (3) unrealised capital gains and losses on financial assets recognised at fair value (all such items are net of profit sharing and corporate tax). Also adjusted are non-recurring items net of tax, impairment of value of business in force and impairment of goodwill (net of tax).

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OVERVIEW OF THE GROUP KEY FIGURES

1.3.2

GROUPAMA COMBINED SCOPE

1

The following table shows financial disclosures and ratios from the adopted by the European Union. It provides a view of the entire Group’s combined financial statements. The combined financial scope of consolidation of the mutuals, including the Groupama statements were prepared in accordance with the IFRS as AssurancesMutuellescapital ownershipscope ofconsolidation.

2018

2017

2016

(in millions of euros)

Premium income/revenue (1)

14,262 11,556

13,818 11,066

13,576 10,796

of which France insurance

of which International insurance

2,537

2,605

2,647

of which financialndbanking businesses

169

147

133

Combined non-life ratio (2)

99.3%

98.9%

100.3%

Economic operating income (3)

298

349

153

Net income, group share

450

292

322

Financial structure andsoundness Group’s equity, groupshare

8,884

8,912

8,752

Total balance sheet

96,833

98,957

98,085

Debt ratio (4)

28.4%

25.9%

9.7%

Solvency 2margin (5)

297%

315%

289%

Rating

Fitch Ratings

A-

A-

BBB+

Insurance premiums written and income from financial businesses. (1) See glossary in this registration document (page 353). (2)

Economic operating income equals net income adjusted for realised capital gains and losses, long-term impairment increases and write-backs, and (3) unrealised capital gains and losses on financial assets recognised at fair value (all such items are net of profit sharing and corporate tax). Also adjusted are non-recurring items net of tax, impairment of value of business in force and impairment of goodwill (net of tax). Debt excluding cash of holdings, as a share of book value of shareholders’ equity excluding re-evaluation reserve (including subordinated liabilities and (4) minority interests). In 2017, the debt ratio was calculated according to the method chosen by our rating agency. Pursuant to European Directives, Groupama is subject to regulations for covering the solvency margin, both at the corporate level for each of the (5) insurance companies and at the level of the combined Group.

On 29 October 2018, Fitch Ratings confirmed the “A-” Insurer Financial Strength (IFS) ratings of Groupama AssurancesMutuelles and its subsidiaries andthe “Positive” outlook.The agencyhad upgraded theoutlook from “Stable”to “Positive” on19 April 2018.

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1 OVERVIEW OF THE GROUP STRATEGY

1.3.3

CONSOLIDATED SCOPE/COMBINED SCOPE DATA RECONCILIATION

Premium income/revenue ı

2018

2017

(in millions of euros)

Consolidated premium income/revenue

10,650

10,304

Premium income/revenue - regional mutuals

5,663

5,541

Internaltransactions/operations:

Groupama Assurances Mutuelles

(2,046)

(2,024)

Groupama Gan Vie

0

0

Groupama Asset Management

(4)

(2)

Combined premium income/revenue

14,263

13,819

ı

Net income

2018

2017

(in millions of euros)

Consolidated netincome

319 123

87

Net income -regional mutuals

206

Net income -Groupama Assurances Mutuelles

(3)

0

Net income -realestatecompanies

11

0

Net income -holdings

(1)

Combined net income

450

292

STRATEGY 1.4 The conversion of Groupama SA into Groupama Assurances Mutuelles in June 2018 restored the Group’s consistency based on its three levels of mutualisation: the local mutual, the regional mutual, and the national mutual. This new organisationmakes it possible to have better suited legal and financial resources to potentially grow via operations for mutual insurance or for profit. By unifying its values and organisation, the Groupama group is demonstrating its commitment to its mutual insurance background and to timeless human values such as solidarity, accountability,engagement, and optimism and is using them in an ambitious savings project for its members andcustomers. Converting our central body from a limited company to a mutual insurance company gives Groupama the strategic flexibility it needs to keep growing internally and externally. All our efforts will focus on the success of two major strategies that contribute to fulfilling our purpose “to enable as many people as possible to build their lives confidently”: cultivating our pioneering spirit to constantly reinvent our way of helping our customers build their lives confidently with the goal of being incomparable in order to promote our values and ensure our developmentand sustainability and becoming a centre of consolidation of mutual insurance in France.

In a profoundly changing environment, the Group is showing renewed momentum for strong, shared ambitions. The Group’s strategic programme is based on four priorities: highly satisfied customers, profitable development, a culture of efficiency, and committedemployees.Each of the Group’s entities has developed the strategic programme at its own level on the basis of a roll-out pack. Their employees were involved in the development of the workstreamsof this programme intheir OperationalStrategicPlans (OSP).

1.4.1.

AN ENVIRONMENT UNDERGOING PROFOUND CHANGE

In a context of significant change, Groupama is facing external constraints that it has to take on board and transform into opportunities as partof the Group’s strategic programme: a difficult economic climate affecting the demand for insurance ❯ and putting pressureon the economic model of insurers; very strong competition in a world where the GAFAs are setting ❯ new standardsfor customer relations;

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OVERVIEW OF THE GROUP STRATEGY

numerous tax and regulatory developments; ❯ significant technological advancements, with digital technology ❯ playing an increasingly significant role, and access to large quantities of information. Insurers need to be able to process information, and big data and advanced analytics represent considerableopportunitiesin keeping withour ethics.

accelerating our development by expanding and strengthening ❯ our distribution capacity and by combining services with insurance products; remainingeconomicallyefficient by achievingour contributionsin ❯ all Groupcompanies andkeeping the combined ratio at the right level. A culture of efficiency Through efficiency, the Group’s operating costs can be controlled, while offering good service quality forcustomers. The efficiencyfocus breaks down into two major action areas: commercial efficiencyby optimisingdistribution networks; ❯ operational efficiency to simplify and digitise operating ❯ processeswhile improvingthe necessary controls. The quest for efficiencycan also be seen in the developmentof our industrial model to make it more efficient, less costly, and more agile: sufficient standardisation of operations and information systems, implementation of interconnection and interoperation capabilities, making white-label management a growth driver, speeding up market introductions and deployments, and constructingthe Group’s future information system. Committed employees To ensure that the implementation of the strategic project is a collective success, the mobilisation of the Group’s human resources to benefit everyone is essential so that our energy and talents are focused onserving ourcustomers: developmentand adaptationof employee skills are reinforcedto ❯ promote professionalism and mobility as well as personal fulfilment; supervision and management are strengthened in their actions ❯ to better highlight andchannel team energies; employees are included in the improved business performance ❯ to better orient it for thebenefit of customers; continued discussions about the development of the business ❯ lines and the skills needed make it possible to identify the potential talent of tomorrow;- lastly, developing the quality of life at work is essential, particularly through high-quality industrial dialogue. The level of pride in belonging to the Group makes it possible to assess and reinforce the general commitment rate among employees.

1

A GROUP WITH SOLID 1.4.2. STRENGTHS

The Group has a number of key strengths and differentiating factors that allow it to copewith this challengingenvironment: a dense anddynamic institutionalnetwork; ❯ a presence across all distributionchannels with one of the most ❯ extensive networks in France and a website recognised as one of the most complete; a market-leadingposition on the P&C and health and individual ❯ protection markets; very strong and complementarybrands, enabling it to address ❯ all typesof customer base; an extensive range of insurance and banking products and ❯ services, enabling it to cover all of our customers’ needs; an international network. ❯ Groupama has built its strategic programme around these key strengths. Highly satisfied customers Customer satisfaction is at the heart of the Group’s concerns – it is both a mutualist requirement and an economic approach. The strategic plan to increase customer satisfaction continues to be rolled out. Establishing a unique, differentiating relationship with our customers, based on proactive advising, will allow us to be recognised as a trusted partner who takes their interests into account and is at their side. We aim to be among the favourite insurers of customers in France and to gain NRI (net recommendation index) points. We also seek to give our brand the power to attract customers, ensure that they have made the right choice with Groupama, and make our employees and elected representatives proud to work with Groupama. Profitable development Improving technical control across all business lines is a key strategicpriority based onthe followingthemes: increasingmarket shares in businessactivitieswith higher added ❯ value: strengthening our position as leader in the agricultural market, becomingone of the top players in personal protection, and becominga leader in ourareas of recognised expertise; A STRATEGIC PROJECT BASED 1.4.3. ON FOUR FOCUSES

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1 OVERVIEW OF THE GROUP HUMAN RESOURCES

HUMAN RESOURCES

1.5

1.5.1

SOCIAL POLICY

Since 2015, the Group has been committed to a strategy of controlling its expense ratios. To that end, the companies in the consolidatedscope have stabilised their workforce, notably by not replacing certain departuresand by favouring internal career paths and continuous improvement ofskills. Out of more approximately 4,500 internal applicants in France, more than 2,000 involved transfers and secondments (geographical and/or functional), which represented the driving force behind the performance of the employees and the Group companies in 2018. The Mouvy intranet, the internal online recruitment site open to all Group employees in France, recorded 4,388 applicationsin 2018. Since 2010, all inter-companytransfers and secondments within the Group have been governed by a Group agreement.A unanimouslysigned addendumwas added in June 2014, reinforcing the mechanisms in place: improved support, better publication of job ads on Mouvy, reduced time frames for transfers, etc. As of the end of 2018, the CERH handled payroll, time management, andadministrativeand reportingmanagementfor 17 entities (for 6 entities at the end of 2016), representing a production of more than 98,000 pay slips per year (8,000 employees under management).The four entities of the Mutuaide Division were integrated at the end of 2018, and SFPJ and Amaline will be taken into account in the target tools and processesat the endof 2019. Electronic Document Management (EDM) was deployed in 2018 on the UES scope, combined with the digitisation of employee files. This programme, including employees/HRD/CERH, will be extended to the newly integrated entities in the same way as the CERH’s electronicsafe offering. The electronic signing of documents also began in 2018 with the telecommuting addendum campaign. It will now be extended to cover all entities and all contracts and amendments (including on-boarding withnew hires). Started in 2018, for implementationin 2020, the ADP Link project managed by the CERH will ultimately provide a payroll tool that is consistent across all regional mutuals in metropolitan France and Groupama Océan Indien. Since July 2018, the CERH has also covered the functions related to the HR Studies of its customers. The training investment on the combined scope in France totalled €35.7 million in 2018 (not including OPCA deposits and other expenses) for more than 783,000 hours of training provided, all methods combined, and nearly 23,000 trained employees. The priority training programmesremain specific to each business line. However, the development of business skills, managerial and behavioural skills (such as promoting cooperation), and regulatory training ( e.g. DDA, GDPR, etc.) represent a significant part of the training topics.

With a view to implementing its strategy,improvingits performance, and thereforesatisfyingits customers,Groupama investsin its people and has developed a human resources policy based on social responsibility and the engagement of its31,676employees. As of 31 December 2018,GroupamaAssurancesMutuelles (GMA)and its subsidiarieshad 13,591 employees (8,674 in France/Overseas Departments and Territories and 4,917 internationally). Under the structure of the Group, the Group Human Resources Department manages and coordinates corporate policies and programmesand is at the head of the HR functionalreportingline in accordancewiththe establisheddistributionof responsibilities between the GroupHR Departmentand company-levelHR Departments.Each company in the GMA scope of consolidationmanages its human resourcesand its social policy as locally as possible,in line with the policyprinciples and the overall strategydefinedby the Group. In 2018, the consolidatedcompanieshired 1,306 employeesunder permanentcontracts(excluding38 transfers and 85 secondments), including 888 in France, to strengthen their sales networks and customer relations platforms and to reinvigorate their teams of Managersand experts:17%of new employeesare under26 yearsof age, 6.8%are 50 and over, and 22% of new hires resultedfrom the conversion of fixed-term contracts into permanent contracts. Since the end of 2017, the Groupama group has invested in significantly enhancing the reputation and attractiveness of its employer brand to facilitate recruitment, engage and retain its employees, andthus anticipate andprepare for the future. In 2018, the Group organised a recruitment event tour (Jobmeeting) for companies in 13 cities, held after work to reach more job candidates. With 762 applications (up 18% compared with 2017) and 34,789 unique visitors to the registration website, this event highlights actions emphasising the regional roots of the Group and its companies to promote their visibility. Groupama is also continuing to develop its employer presence on social networks and the Web in general by relying on new creations featuring its actual employees (posters and very short videos) for its programmaticmarketingcampaignsaimed at attractingpassive candidates andincreasingtraffic on ourvarious sites. As for the website groupama-gan-recrute.com,with its version overhauledto take the new employer communicationinto account, it recorded866,000hits in 2017 (on the Web and mobile sites) and more than 120,000applications in one year. At the same time, the consolidated companies had 1,538 departures of employees on permanent contract (excluding 88 secondments), including 841 in France; these break down as follows: 32.8% resigned, 21.5%were laid off, 22.2% retired, 9.6% contractual terminations, 11.5% left during their probation period, and 2.1% died in service. Outside France, 697 employees under permanent contracts left: 53.9% terminated their contract, 25.7% resigned,9.8% werelaid off, 3% retired, and1.6% diedin service.

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A major version upgrade of the LMS (Learning Management System) platformwas deployed for all of the companiesat the end of the first half of 2018 in order to be able to use the latest technologies available on the training market, but also to be equippedwith ResponsiveDesign technologyfor accessibilityfrom all types of devices: PCs, tablets, and smartphones. For the Group’s 28 companies, “Mon Université” hosts the entire training production chain: from collecting training needs to evaluating training as well as the reporting and managementtools necessary for the activity. Convinced that the successful implementation of its strategy primarilydependson a strong commitmentfrom its employees,the Group has measured this commitment by conducting a Group Opinion Survey every two years for the past 10 years. With a massive participation of 78%, 21,000 Group employees responded to thesixth edition conductedin April 2018. Representing a sharp improvement compared with 2016, the results of this survey highlight the strong employee commitment (76%, +3 points, the highest level ever achieved), as well as the significant increase in their support for the Group’s strategic policies (66%, +11 points) and their confidencein the future of their company (74%, +6 points). The Group’s employees also indicate that they are happy within their everyday work (84%, +8 points) and recognise that their Manager provides them with the support needed to succeed. Nevertheless, they express the desire for a less compartmentalised organisation, which allows them to be more involved in the transformations underway within the Group and its companies. To give meaning and strengthen knowledge of the Group’s strategic policies and support for operational issues (five 2020 podiums),the Vision programmewas launchedwith a day bringing together 1,000 Directorsin March 2017,then extendedby a series of nine 2018 Groupama Vision seminars, conducted in an Innovathonformat. The major goal of these seminars was to gain support for a common managerial culture by promoting the initiatives, results, and successes achieved in the companies and by appropriating new ways of working and managing in direct contact with daily developments. In 2018, deployment of the Campus project continued with the relocation of some 2,200 employees of Gan Patrimoine, Gan Prévoyance, Groupama-Gan Vie, Groupama Épargne Salariale, Gan Assurances,and GroupamaAssurancesMutuelles. By the beginning of 2021, more than 3,500 employees from 10 companies will work in a set of six buildings in the La Défense district ofNanterre to deviseand generatenew ways ofworking. Priority is given to well-being at work and work/life balance by providing modern, digitised resources in work spaces promoting better knowledge of each other, cross-functionality, and collaboration. Among the major innovations of 2018 was the creation of a new digitised workspaceon smartphonesto allow all

employees to clock on/off, access information to facilitate their daily life on the Campus, book meeting rooms, print, report an incident, schedulean appointment, or register for an event. Furthermore, 95 future Managers, selected by the Technical Careers Committee, participated in the “Directors Leadership” programme toprepare them forholding strategic positions. In order to identify and build the loyalty of the talent necessary to the Group and its companies, the “GroupamaTalents” application is gradually being rolled out to all categories of employees. Groupama Assurances Mutuelles and 18 subsidiaries of the consolidated scope have deployed it with more than 9,100 employees. Staff reviewshave been conductedin each company. With respect to the collective wages policy, profit-sharing measuresare in place in all Group companies in France. Payments of more than €17,470,341 (9,199 beneficiaries) and €3,974,221 (1,410 beneficiaries) respectively were made in 2018. In France, the consolidatedcompanies are principally regulated by the Collective Insurance Companies Agreement (covering 88% of employees), with the other companies regulated by agreements covering their own business lines (banking, support, etc.). Contractual provisions are supplemented by inter-company or company agreements, especially with regard to the organisation and duration of work as well as pension and protection insurance schemes. At the Group level, industrial dialogue is managed in France within the Group Committee and the Industrial Dialogue Commission (a negotiating body) and at European level within the European Works Council. The Macron reforms of 25 September and 21 December 2017 merged the employee representative bodies existing in the company (staff representation, works council, and health, safety, and working conditions committee) into a single body –  the social and economic committee (CSE) – according to a staggered schedule. In 2018, a majority of the Group’s companies began their negotiations to set up this body in 2019 or no later than 1 January 2020, asrequired by thenew laws. To support this process, by an agreement entered into at the Group level on 6 July 2018, the Group set up a system for the career paths of employees who have staff and/or trade union representation mandates. This open-ended agreement is structured around three careers stages: entry into the mandate, exercise of the mandate, and end of the mandate/career development. 2018 enabled the Group companies to implement the December 2017amendmentto the Group agreementon Quality of Life at Work. The agreement now incorporates measures to guarantee a balance for each employeebetween the time devoted to professionallife and private life, in particular through information, awareness-raising,or training measures promoting the exercise of the right to disconnect, witha duty of non-solicitation.

1

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The European Works Council also signed a Joint Declaration on Quality of Life at Work on 1 July 2018, the main objective of which is to take into account rapid technological developments, their implications for changes in occupations or ways of working, and their potential impacts on the quality of life at work. It involves sharing common employee support principles. Among the measures enhancing Quality of Life at Work is telecommuting,which was particularlydynamicwithin the Group in 2018, in connection with the new location at the Nanterre Préfecturesite, which concerns eight Group companies(Campus), but also in other Group companies, since nearly 10% of the workforcewithin the France scope telecommutes. Groupama has also taken operational initiatives, developing its presence in “diversity” recruitment fairs, supporting the integration of disabled persons and actively participating in the European week focusing onthe employmentof people withdisabilities. In 2018, 18 employees (permanent or fixed-term contracts) with disabilitieswere recruited in the consolidatedcompaniesin France. Over 10 years, nearly 1,000 employeeswith disabilities have been

recruited (permanent and fixed-term contracts, training contracts or as temporary workers) by the French companies in the framework of this long-termcommitment. Lastly, in 2018, Groupamabroadenedthe scope of its work on the subject of professional gender equality. In France in 2018, in the consolidated companies, 52.8% of staff promoted to managerial positions were women, bringing the ratio of female Managers to 48.4%. Moreover, in 2018, for the sixth year, the Group HR Department carried out social information production projects in the consolidatedcompanies,relating to the obligationsof transparency and non-financial reporting covered in the Grenelle law, which, after an audit and verification by the statutory auditors, obtained the certificateof participation andan attestation ofsincerity. Groupamathus offers all its employeesa social and human project over time, consistent with its values and within the framework set by its ethics system, updated in 2018 to incorporate the code of conduct that lists the rules for all employees as well as the presentationof the ethics alert system.

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1.5.2

GROUP CONSOLIDATED WORKFORCE (FRANCE & INTERNATIONAL)

1

The consolidated scope includes approximately thirty companies for atotal workforce,as at the end of 2018, of 13,591 employees. The table below (fiscal years 2018and 2017) correspondsto Note 45 to the consolidatedaccounts for fiscal year 2018,as audited by the statutory auditors.

2018

2017

2016

Registered workforce

Insurance

Financial activities

Total

Total

Total

France

8,387

287

8,674

8,533

8,694

United Kingdom

0

0

0

21

Italy

791

791

796

816

Hungary

1,684

1,684

1,855

2,079

Greece

284

284

302

309

Romania

1,527

1,527

1,548

1,547

Other EU

200

200

194

272

Outside EU

431

431

490

528

TOTAL

13,304

287

13,591

13,718

14,266

The number ofemployees in France is increasingmainly inthe subsidiaries but decreasing internationally.

Registered workforce

2018

2017

2016

Groupama Assurances Mutuelles

1,232

1,245

1,234

Registered offices andafter-salesservices of subsidiaries with a customer/network relationship (1)

1,088

1,455

1,544

Salesforces of subsidiaries with customer/network relationship (1)

1,638

1,180

1,238

France insurance/bank and services subsidiaries (2)

2,902

2,804

2,768

Financialandrealestatesubsidiaries (3)

395

390

419

Support companies (Groupama Supports & Services) 

1,419 8,674

1,459 8,533

1,491 8,694

Subtotal France

International

4,917

5,185

5,572

TOTAL 

13,591

13,718

14,266

Gan Assurances, Gan Patrimoine, Gan Prévoyance, Gan Outre-Mer IARD. (1) Groupama Gan Vie, Groupama Épargne Salariale, Groupama Assurance Crédit & Caution, Amaline, Société Française de Protection Juridique, (2) Mutuaide. Groupama Asset Management, Groupama Immobilier, property businesses. (3)

Distribution by gender

Breakdown by policy type

Breakdown by status type

Men

Women

Permanent contract Fixed-term (incl. work/study)

NC

C

45%

55%

91.2%

8.8%/4%

59%

41%

15 REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES

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