GROUPAMA / 2018 Registration document

8 LEGAL INFORMATION COMPANY INFORMATION

Deliberations ofthe Boardof Directors (d) Meetings of the Board of Directors are chaired by the Chairman or by the Vice-Chairman or, failing this, by a Director appointed for this purposeat the start of the meeting. The Board of Directors may deliberate validly only if at least half of its members arepresent. The ChiefExecutiveOfficer will attend Board meetings. A representative of the works council will attend Board meetings under the conditions setby current law. At the initiative of the Chairman of the Board of Directors, the statutory auditors or other parties outside the Company with specific competencerelating to items on the agendamay attend all or part of aBoard meeting. Decisions are taken by a majority of the members of the Board of Directors. In the event of a tie, the Chairman of the meeting shall have the casting vote. The duties of Board Secretary will be performed by a member of the Board appointed bythe Chairman. Minutes shall be kept, and copies or extracts shall be issued and certified in accordancewith the law. The Board of Directorssets the national mutual’sbusinessstrategy and oversees its implementation.Subject to the powers expressly assigned to the General Meeting and up to the limit of the corporate purpose, it deals with any issues involving the smooth running of the Company and settles the matters concerning it through its deliberations.It carries out the checks and verifications that it deemsappropriate. The following decisions are subject to the prior approval of the Board of Directors: amendmentsto the reinsuranceagreementand amendmentsto ❯ the agreement on security and solidarity plans with the member mutuals; issues of securities of any kind as well as issues and ❯ redemptions of mutualcertificates; any significant operations that may affect the Group’s strategy ❯ and its scope of activities; the methods for implementingthe solidarity plan pursuant to the ❯ agreement onsecurity andsolidarity plans; termination of the agreement on security and solidarity plans at ❯ the initiativeof national mutual. In addition, the decision to terminate the reinsuranceagreementat the initiative of national mutual must be taken by a two-thirds majority ofthe members. The following operationsare also subject to approval by the Board of Directors if any of the categories below exceeds a unit amount set by the Board of Directors: Authority of the Board of Directors 8.1.2.17 (Article 17)

taking or disposingof any stakes in any companiescreatedor to ❯ be created, subscribing to any issues of equities, stocks or bonds, excluding the insurance investment business and cash operations; acquiringor disposingof any properties,excludingthe insurance ❯ investment business; granting pledgeson corporate property; ❯ taking out any loans, excluding cash operations carried out with ❯ companies that have capital ties to the national mutual, either directly or indirectly. The Board of Directors may grant special proxy to one or more of its members or to third parties for one or more given purposes. All powers delegated by the Board of Directors are signed by the Chairman or theVice-Chairmanor by two Directors. The Board may resolve to create committees responsible for investigating or reviewing issues that it or its Chairman submit, upon notification, for their review. The Board determines the composition and powers of the committees operating under its responsibility. Allowances and compensation 8.1.2.18 granted to Directors (Article 18) Directors representing the member mutuals carry out their functions free of charge. However, the Board of Directors may decide to grant allowances to them, including in the form of retirement benefits, within the limits set by the General Meeting, and to reimburse them for their travel, accommodations, and childcareexpenses. Directorsnot representingmembermutualswho are elected by the General Meeting receive compensationfor carrying out their duties in an amount determinedby the Board of Directorswithin the limits set by the GeneralMeeting. of the Company (Article 19) The national mutual’s Executive Management is assumed by a natural person appointed by the Board of Directors and bearing the title of Chief ExecutiveOfficer, under the control of the Board of Directorsand within the frameworkof the guidelinesestablishedby the Board ofDirectors. The Chief ExecutiveOfficeris vestedwith the broadestpowersto act on behalfof the nationalmutualunderany and all circumstances. The Chief ExecutiveOfficerwill exercisethis authoritywithin the scope of the corporatepurpose and subject to such constraintsas the law expresslyattributesto GeneralMeetingsandto the Boardof Directors. The Chief ExecutiveOfficer shall representthe nationalmutual in its relations with third parties. The Chief Executive Officer is civilly and criminally liable for his/her management actions, inaccordancewith the laws in force. The Board of Directors determines the Chief Executive Officer’s compensationand sets the terms of his/her employment contract in the case of a salariedDirector. Executive Management 8.1.2.19

334

REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES