GROUPAMA / 2018 Registration document

8 LEGAL INFORMATION COMPANY INFORMATION

Appendices to the internal bylaws of 8.1.3.4 the Board of Directors Appendix 1 Audit and Risk Management Committee PURPOSEOF THECOMMITTEE The purpose of the Audit and Risk Management Committee is as follows: to analyse the mid-year and annual financial statements ❯ distributed by Groupama Assurances Mutuelles upon preparation of the accounts and to provide greater detail on certain items priorto their presentationto the Board of Directors; to ensure the relevance and permanence of the accounting ❯ principles andmethods applied; to study changes and adaptations to the accounting principles ❯ and rules; to verify the accounting treatment of any significant action ❯ carried out byGroupamaAssurancesMutuelles; to examine the scope of consolidation of the consolidated ❯ companies and, as applicable, the reasons for which certain companies are not included therein; to examinesignificantoff-balance sheet commitments; ❯ to review the financial investment policy and assets/liabilities ❯ management; to examine forecasts in advance and monitor their realisationby ❯ identifying themajor gaps; to monitor the statutory audit by the statutory auditors of the ❯ annual financial statementsand the consolidatedand combined financial statements; to ensure that the internal data collection and control ❯ procedures guarantee the quality and reliability of the Company’s accounts; to monitor the process of preparation of the financial ❯ information; to check, before publication, all accounting and financial information documents issued by Groupama AssurancesMutuelles; to manage the procedure for selecting the statutory auditors, ❯ review their activity schedule and their recommendations, prepare a notice on the total fees requested for performing the legal audit assignments, monitor the application of rules to ensure the independence of the statutory auditors and, where appropriate, authorise the statutory auditors’ provision of services other than the certification of the financial statements; to this end, the committee may ask to be notified of the fees paid by Groupama Assurances Mutuelles and its group to the to receive reports upon request on any subjects falling within its ❯ competence from the Group’s financial and accounting management; to monitor the effectiveness of the internal control and risk ❯ management systems and to assess their consistency, particularly with regard to ethics compliance; to assess the internal auditing workand the annual reporton internal control; to monitor the risk management policies, procedures and ❯ systems and, within this context, to review the prudentialreports intended, as the case may be, for the ACPR or for public disclosure (ORSA, SFCR, RSR, etc.), the Group’s major risks, statutory auditorsand their respectivenetworks; to receive the reportsof the statutory auditors; ❯

recommendto other persons that they acquire or dispose of, or ❯ have other persons acquire or dispose of, the financial instruments tied to that information or financial instruments to which those instruments are tied, based on the inside information. Compensation (i) The compensation of the Independent Directors provided for in Article R. 322-120-3 of the French Insurance Code and, where applicable, of the non-votingDirectors is determinedby the Board on the recommendationof the Compensation and Appointments Committee within the limits set by the General Meeting. The allowancesgranted to Directors representingmembermutuals and to membersof the Mutual InsuranceAdvisory Board are set by the Board of Directorswithin the limits setby the GeneralMeeting. The compensation granted to Independent Directors and, where applicable, to non-voting Directors and the compensationgranted to Directors representing member mutuals are set out in the corporate governance report, appended to the management report. Directors who participate by phone in a regularly scheduled meeting of the Board of Directors or one of its committeesreceive no Directors’fees. Executive Management 8.1.3.3 Within the framework of the powers conferred to the central body, the ExecutiveManagementis responsiblefor taking any necessary measures for the cohesion and proper operation of the network and thereforemust, in particular: represent the organisations within the network with the French ❯ banking regulator (ACPR); ensure the applicationof the legislativeand regulatoryprovisions ❯ specific to the organisationswithin the network; organise auditand control duties within the network; ❯ ensure that retrocessions of organisations that it reinsures are ❯ sufficient to guarantee their solvency and compliance with their commitments,report to the Board of Directors and propose any necessary measures; issue, under the conditions set out in the agreementon security ❯ and solidarity plans entered into between Groupama AssurancesMutuelles and the organisationswithin the network, any useful instructions for engaging in the business of the organisations within the network and ensure their effective implementation; implementthe organisationof the internal control programmeas ❯ well as the risk management policy; approve the appointment of the Chief Executive Officers of the ❯ organisationswithin the network, under the conditionsset out in the agreementon securityand solidarityplans.

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES