GROUPAMA / 2018 Registration document

CORPORATE GOVERNANCE AND INTERNAL CONTROL DISCLOSURES ON CORPORATE GOVERNANCE

Legal monitoring of annual and semi-annual financial statements

and the Director of Compliance and Risks also participate in the committee meetings.

the Audit and Risk ManagementCommittee reviewed the 2017 ❯ combined,consolidated,and corporatefinancial statementsand the 2018 half-yearly combined and consolidatedaccounts, and the Solvency 2 earnings and noted the redemption value of the Groupama SA share, determined on the basis of the consolidatedannual financial statementsfor 2017. In this regard, since 7 June 2018, the date of its conversion, the Company no longer has capital and therefore no longer has shareholders, in particular minority shareholders, whose shares have been cancelled and reimbursed. The Committee reviewed the statutory auditors’ supplementaryreport and advised the Board of its opinionon themanagementreport; it also devoted two meetings during the year specifically to a ❯ review of the principles, rules and options adopted for the closure of the annual andsemi-annual financial statements; it gave its opinion on draft press releases relating to the annual ❯ and semi-annualfinancial statementsand was consulted on the draft 2017registrationdocument,which was registeredwith the Autorité des Marchés Financiers (AMF) on 26 April 2018 under number D.18-0403; a general presentation of the future IFRS 9 and IFRS 17 was ❯ provided. Monitoring of risks and solvency the committee reviewed the Group’s major risks as of ❯ 31 December 2017and 30 June 2018; it reviewed the execution of the audit plan of the third ❯ four-month period of 2017 and the 1 st  and 2 nd four-month periods of 2018 as well as the implementation of the audit recommendations andthe draft 2019audit plan; it reviewed the half-yearly reports on significant litigation in ❯ progress within the Group, the report on internal control of the Company’s measures to fight money laundering and terrorist financing,and the componentsof the report issuedby the ACPR as part of the verification ordered by it on measures to fight money launderingand terrorist financingof a regional mutual; it reviewed the 2018 reinsurancepolicy as well as the prospects ❯ for renewing the external reinsurance programme for 2019 and was consulted on the adjustment of the General Reinsurance Regulations between the Company and the regional mutuals; it reviewedthe Company’s off-balance sheet commitments; ❯ the committee devoted four meetings to subjects falling within ❯ the Solvency II prudential framework during which the following were presented to it, depending on the case, for an opinion or for information: the entity and Group 2018 ORSA reports sent to the ACPR, ■ the results of the EIOPA stress tests, and the validation of the 2019 ORSA stress tests, the entity and Group Solvency and Financial ConditionReport ■ (SFCR) and Regular Supervisory Report (RSR) established under Solvency II Pillar 3, relating to the obligations for reporting to the supervisor and the dissemination of information to thepublic, management of theGroup’s capital, ■

Responsibilities (b) The main responsibilities of the Audit and Risk Management Committee,which are included in the internal bylaws of the Board of Directorsof GroupamaAssurancesMutuelles, are listedbelow: examining the combined/consolidated/parent company draft ❯ half-year and annual financial statements as well as the referencesand scope of consolidation; ensuring that the internal data collection and control procedures ❯ guarantee thequality andreliabilityof the Company’s accounts; reviewing the performance of the statutory auditors’ ❯ responsibilities and the amount of fees paid to them and ensuring compliance with the rules guaranteeing their independence; reviewing the financial investment policy and assets/liabilities ❯ management; reviewing the forecasts in advance and monitoring their ❯ achievement; overseeing the risk management and internal control policy, ❯ procedures, andsystems; reviewing the regulatory reports (ORSA, RSR, SFCR, actuarial ❯ function report); reviewing the Group’s main risks and its solvency situation; ❯ reviewing the projected audit plan and the monitoring of the ❯ implementation ofthe auditrecommendations; examining any amendments to the reinsurance agreement, ❯ regulated agreements, and the financing of major programmes. Activity in2018 (c) In 2018, the Audit and Risk Management Committee met six times: 7 March, 2 May, 4 June, 28 August, 17 October, and 5 December. The attendance rate was 100%, as in 2017. In 2018, the Audit and Risk Management Committee focused its work on the followingmain topics: Monitoring the Group’s financial position and implementation of the strategic programme over the course of two meetings, the Committee reviewed the ❯ asset management policy looking back to 2018 as well as forwards to fiscal year 2019; this enabled it in particular to monitor the implementationof the Group’s investment policy in an environmentof continuedlow interest rates, as well as look at reinvestment flows andtheir impact on asset structures; the committee reviewed Groupama’s 2018projected combined ❯ results, the 2019 budget, and the Group’s operational strategy planning for2020–2021; it also examinedthe Group’s property policy. ❯

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES