GROUPAMA / 2018 Registration document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL DISCLOSURES ON CORPORATE GOVERNANCE

These internal bylaws have been updated on several occasions and include provisions on the prevention of conflicts of interest in investments in unlisted companies doing business with the Group and an appendix 4 on the independence criteria for Directors as set out in the recommendations in the AFEP-MEDEF Code of Corporate Governance. As a result of the conversion, the Board of Directors of Groupama Assurances Mutuelles, which met on 7 June 2018, adopted new internal bylawsincludingprovisions on: the operationof the Board of Directors,specifying its mission, its ❯ support on study committees, the status of Independent Director, and the use of periodic evaluation of its mode of operation; the Director’s rights with regard to information and training, but ❯ also the Director’s obligations as regards the duty of confidentiality and the treatment of inside information in the context of preventing the risk of insider trading, given that Groupama Assurances Mutuelles makes public offerings; the powers of the Executive Management in the effective ❯ managementof the central body of the networkmade up of the Group’s reinsurancemutuals; the composition, organisation, and responsibilities of the ❯ committees of the Board of Directors. During that meeting, the Board of Directors decided, following the conversion,to replace the AgreementsCommittee, whose purpose was related to the presence of minorityshareholders, witha Strategy Committee. The text of the new internal bylaw is reproducedin full in chapter 8, section 8.1.3. Pursuant to the provisions of the bylaws, the Board of Directors decided in 2005 to establish committees called to deliberate on issues submittedby the Board or its Chairmanfor review. As such, under the internal bylaws of the Board of Directors,the Board shall be assisted by technical committees in the performance of its responsibilities. The committees of the Board of Directors have no power themselves and their responsibilities neither reduce nor limit the powers of the Board. They are responsible for enlightening the Board of Directors in certain areas. It is up to the committees to report the findings of their work to the Board of Directors in the form of minutes, proposals, information orecommendations. At its meeting on7 June 2018, the Board ofDirectors: decided to establish a Strategy Committee to replace the ❯ Agreements Committee,with the following responsibilities: review the strategic guidelines and associatedaction plans of ■ the Group and its componentsas contained in the three-year Strategicand OperationalPlanningProcess, COMMITTEES OF THE BOARD 3.1.2 OF DIRECTORS

discuss the Group’s longer-term, forward-looking strategic ■ guidelines with regard to the opportunities and constraints of the environmentas anticipatedby the Group, review, on behalf of the Board of Directors, proposed ■ strategic partnerships or M&A (acquisitions and disposals) and similar opportunities from strategic and financial perspectives,it being specified that the Chairmanof the Audit and Risk ManagementCommitteeis invited to take part in this work; confirmed the current role of the Audit and Risk Management ❯ Committee, the establishment of which became mandatory for public-interest companies such as Groupama Assurances Mutuelles, while adjusting its duties to take into account the establishment of theStrategy Committee,by: eliminating its responsibilities relating to reviewing external ■ growth anddisposal operations, asking it, in return, to handle the examination of any ■ amendments to the reinsurance agreement, regulated agreements (including the agreement on security and solidarity plans), and the financing of major programmes (banking, mutual certificates); confirmed the role of the Compensation and Appointments ❯ Committee; adjusted the compositionof the committees. ❯ The provisionsrelating to the organisationand operationof each of these committees are attached to the internal bylaws (chapter 8, section 8.1.3). Audit and Risk Management 3.1.2.1 Committee Following the conversion of Groupama’s central body on 7 June 2018 into a national agricultural reinsurance mutual called GroupamaAssurancesMutuelles, the Board of Directors reviewed the membershipand duties of its study committees. Membership (a) In 2018, the Audit and Risk ManagementCommitteewas made up of 6 members until 7 June 2018, after which it had 5 members appointed bythe Board of Directors, including: 3 Directors representing the member mutuals: Jean-Pierre ❯ Constant, Chairman of the Groupama Méditerranée regional mutual, Jean-Louis Pivard, Chairman of the Groupama Rhône-Alpes Auvergne regional mutual, and François Schmitt, Chairman of theGroupamaGrand Estregional mutual; 2 Independent Directors: Caroline Grégoire Sainte Marie and ❯ Bruno Rostain. The Audit and Risk Management Committee is chaired by an Independent Director, BrunoRostain. It should be noted that the Chief Executive Officer of Groupama AssurancesMutuelles does not participate in the work of the Audit and Risk Management Committee, except by special invitation, and that the CEO is representedby the Deputy CEO in charge of human resources, finance, legal, audit, and risk management,the Group Chief Financial Officer, as well as the General Secretary, who is also the secretary of the Committee, accompaniedby the Head of Legal. Depending on the topics, the Director of Accounting, the Director of Investments, the Director of Audits,

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES