GROUPAMA / 2018 Registration document

LEGAL INFORMATION COMPANY INFORMATION

preparation of the annual financial statements and the ❯ management report; preparation of the consolidated and combined financial ❯ statements andthe management reports. Secretarial duties of the Boardof Directors (g) The Secretarialduties of the Board of Directorsare to be fulfilled by the GeneralSecretary ofGroupamaAssurances Mutuelles. Attendancerecordandminutes (h) In accordancewith the law and current regulations,an attendance record is to be maintained, which is to be signed by the Directors participating in the Board meetings, indicating the names of the Directors deemed present under the terms of Article R. 322-55-4 of the French InsuranceCode. The minutes willreport the discussionsas fully aspossible. Copies or extracts of the minutes of the deliberations are to be certified as valid by the Chairman, the Vice-Chairman called to preside over the meetings if the Chairman is unavailable,the Chief Executive Officer, the Secretary of the Board, or a legal representativeauthorised for this purpose. Assessment ofthe Board ofDirectors (i) The corporate governance report, attached to the management report, shall describe the conditions for preparing and organising the Board’s tasksand the limits of its powers,if applicable. To allow for preparation of this report, at least once per year, during one of its meetings, the Board of Directors will dedicate an item on its agenda to adiscussion of its operation. The Compensation and Appointments Committee is responsible for ensuring the proper application of the recommendations resulting from the assessment of the Board of Directors and its committees andfor submitting regular reports to theBoard. Rights and obligations of Directors 8.1.3.2 Submissionof the articles ofassociation (a) and internalbylaws Before acceptingtheir duties, all Directorsmust be familiar with the laws and regulations relating to their duties. A copy of the bylaws of Groupama Assurances Mutuelles and of these internal bylaws will be submitted to them upon entering into office. The Board will ensure that the internal bylaws are updated to take into consideration any legal and regulatory changes as well as any changes to local practice. Training (b) The competence of the Directors is assessed by the ACPR collectively taking into account the training and individual experienceof all members. The knowledge and skills required by the ACPR, which are appropriate for carrying out the duties of the Board of Directors, relate to insurance markets, financial markets and the Company’s strategy and businessmodel, its governancesystem, financial and

actuarial analysis and the legislative and regulatory requirements applicable to the undertaking and appropriate for carrying out the duties of the Board of Directors. At all times, Directors are required to maintain a level of competence meetingthe criteria required bythe insurance laws. Directors and members of specialised committees may be required to take training courses that meet these requirements or may take the initiativeto do so if they deem this necessary. Directors must dedicate the necessary time and effort to their duties. They must undertake faithfully to attend meetings of the Board and committees of which they are a member and actively participate in theirrespective work. If they feel that any decision of the Board of Directors is likely to harm Groupama Assurances Mutuelles, Directors must undertake to clearly express their oppositionand to use every means possible to convincethe Board ofthe relevance oftheir position. Loyalty and conflicts of interest (d) Directors have an obligation of loyalty to Groupama Assurances Mutuelles.They must not under any circumstancesact in their own interest against that ofGroupamaAssurancesMutuelles. Directors undertake not to seek or accept from Groupama Assurances Mutuelles or the Group, directly or indirectly, benefits likely to be considered as compromising their independence of analysis, judgementand action. They must also reject any direct or indirect pressure possibly applied on them and possibly originating from other Directors, creditors, suppliers and any third party in general. To this end, prior to signing, they undertaketo submit to the Board of Directors, as well as to the Audit and Risk Management Committee, in accordance with the procedure described in Appendix 2, any agreements falling under Article R. 322-57 of the French InsuranceCode. Moreover, it isforbiddenfor Directorsto: acquire a stake or responsibility in any unlisted company in ❯ which GroupamaAssurancesMutuelles or the Group directly or indirectly holds a share in any capacity other than as a Group representative; acquire a stake or responsibility in any unlisted company that ❯ has a contractual relationship with Groupama Assurances Mutuelles or the companies of the Group, with the exception of customary insurance policies. They are to ensure that their participation on the Board is not the source of any conflict of interest for them or Groupama Assurances Mutuelles, both personally and by reason of the professional interests they represent. In the event of a specific conflict of interest relating to a specific dossier, the Directors in question will report it in full and in advance to the Board of Directors; they will be required to abstain from participating in Board discussionsand decision-makingon this point (in that event they are excludedfrom calculation of thequorum andof the vote). Participation in Board and committee (c) meetings

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES