GROUPAMA / 2018 Registration document

CORPORATE GOVERNANCE AND INTERNAL CONTROL DISCLOSURES ON CORPORATE GOVERNANCE

the proportion of independent members within the Audit and ❯ Risk Management Committee is 40% compared with the recommended minimum of two thirds; this membership is meant to be more in line with the Company’s structure as a mutual insurer without capital structure; note that the Chairman of the Committee is an Independent Director and has proven financial andinsurance expertise; the Compensationand AppointmentsCommitteedoes not have ❯ a majority of Independent Directors; the current membershipof the committee reflects the Company’smutual insurer structure. This committee was also chaired by an Independent Director. Moreover, the Company did not wish to include a Director representing the employees on the Compensation and Appointments Committee, believing that this body is not the most appropriate for employee expression, which is strongly developed elsewhere within the Group. Lastly, the employment contract of Thierry Martel, Chief Executive Officer, was suspended due to his 21 years of service within the Companyas an employee beforehis appointment. Work of the Board in 2018 3.1.1.8 The Board of Directors met 12 times during fiscal year 2018, includingthe Board of Directorsseminar held in November. The attendancerate of the membersof the Board of Directorswas 97.7% (compared with 96% in 2017), i.e. a high rate of mobilisationof Directors. The Group General Secretary carried out the dutiesof Secretaryof the Board. In 2018, the Board deliberated mainly on the followingissues: the conversion of the central body from a public limited ❯ company into a national agricultural reinsurancemutual and the subsequenttransactions(merger takeover of GroupamaHolding and Groupama Holding 2, adaptation of the reinsurance agreement and the agreement defining the security and solidarity mechanisms with the member mutuals, proposed adaptation ofthe articlesof associationand the internal bylaws); the individual,consolidated,and combinedannual accountsand ❯ the consolidated and combined half-yearly accounts as well as the various reports and documents required by the regulations (report on internal control of measuresto fight money laundering and terrorist financing) and particularly those required within the Solvency II prudential framework (SCR and MCR coverage ratios, group and individual ORSA, SFCR, and RCR reports, actuarial function reports); modification of the General Reinsurance Regulations with the ❯ regional mutuals; partnership projects; ❯ prospects for renewalexternal reinsuranceprotection; ❯

issue of subordinated instruments; ❯ financial andreal estate transactions; ❯ governance,with: ❯ the internal assessment of the functioning of the Board of ■ Directors, the confirmation of the corporate officers following the ■ conversion, the compensation ofManagersand corporate officers, ■ data in connectionwith the implementationof the Solvency II ■ prudential standard; the financing ofmajor programmes for 2018and 2019; ❯ the reporton gender equality; ❯ the updating of the Company’s strategic plan in accordance ❯ with the job security law. Lastly, the Board of Directors acknowledged the work of the Board’s three committees and reviewed certain matters for information purposes: the performance indicators for the Group’s businesses and ❯ particularly thekey management indicators; the implementationof the Group’s strategy; ❯ the combined results forecasts for 2018, the 2019 budget, and ❯ the forecastsfor 2020to 2021; the semi-annual review of the balance sheet and the guidelines ❯ for the asset managementpolicy; with respect to risk management: mainly the Group’s major ❯ risks; updateson the subsidiaries or partnership agreements: ❯ the reviewof and guidelines for thehuman resources policy; ❯ the financialenvironmentand regulatory changes. ❯ During fiscal year 2018, two training sessions were held for Board members: one on key trends in insurance distribution, blockchain, and cryptocurrencies andon the futureIFRS 9 and IFRS 17. On the proposal of the Compensation and Appointments Committee, a Board seminar was devoted to insurance service ecosystemsand the service strategy of theGroup. The 2018financialstatementswereclosedon 14 March2019by the Board of Directors, which also prepared the draft management report and its appendices and the text of draft resolutions to be presented to the General Meeting on 14 June 2019. The 2018 financialstatementsweresubmittedin advanceto the AuditandRisk Management Committee, which reviewed them on 6 March 2019. Internal bylaws of the Board 3.1.1.9 of Directors The Board of Directors adopted a set of internal bylaws designed to specify its operating methods, to supplement the Company’s legal, regulatory and statutory provisionsand to spell out the rights and obligationsof the Board members.

3

the provisionalaudit plan for 2019; ❯ development of written policies; ❯

45

REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES