GROUPAMA / 2018 Registration document

CORPORATE GOVERNANCE AND INTERNAL CONTROL DISCLOSURES ON CORPORATE GOVERNANCE

it presented the variable compensationplan for fiscal year 2018 ❯ and made a proposal concerning the CEO’s quantitative and qualitative variable compensation objectives for the 2019 fiscal year. Verification of independence The committee verified the independent status of the outside ❯ Directors of the Board of Directorswith regard to the criteria set out in the AFEP-MEDEF Code of Corporate Governance, included inthe internalbylaws. Training of Directors the Committeeproposeda trainingprogrammefor 2018 and put ❯ forwarda proposalfor subjectareaslikelyto be adoptedfor 2019. Operating methods of the Board of Directors and committees and changes in governance the Committee reviewed the results of the assessment of the ❯ operating method of the Board and the committees for fiscal year 2017; it reviewed the draft questionnaire on the assessment of the ❯ work of the Board andthe committees for fiscalyear 2018; it reviewed the application of the AFEP-MEDEF ❯ recommendations on corporate governance and Directors’ compensation on the reading of benchmarks established on a set of insurancecompaniesin France in comparable functions. Conversion of the central body as part of the conversionof the central body GroupamaSA from ❯ a public limited company to a national agricultural reinsurance mutual in June 2018, the Committee examined the compensation scheme for Directors and officers in the new structure with, in particular, a proposal made to the Board of Directors concerning the condition of suspension of the CEO’s employment contractand the conditions of termination. Miscellaneous the Committee reviewed the updates to the compensation ❯ policy and the “Fit & Proper” policy; Finally, the Committee also defined its programme of work for fiscal year 2019. The Agreements Committee has 3.1.2.3 become the Strategy 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. In this context, the Board of Directors decided at its meeting of 7 June 2018 to change the duties of the AgreementsCommittee,

which no longer needed to be taken into account in view of the change in the Company’s form and purpose, by transforming it into a StrategyCommittee. Membership (a) The Strategy Committee is made up of 4members,including: two Directors representing the member mutuals: Daniel Collay, ❯ Chairman of Groupama Paris Val de Loire regional mutual, and Laurent Poupart, Chairman of the Groupama Nord-Est regional mutual; two Independent Directors: Isabelle Bordry and Ada Di Marzo. ❯ Isabelle Bordry, an Independent Director, was appointed as Chairman of theStrategy Committee on25 September 2018. The Director of Strategy and Partnerships, the General Secretary, who handles the secretarial duties, and the Head of Legal participatesas permanent membersof the Committee. Responsibilities (b) The responsibilitiesof the Strategy Committee,which are included in the internal bylaws of the Groupama Assurances Mutuelles Board of Directors, are listedbelow: review the strategic guidelines and associated action plans of ❯ the Group and its components as contained in the three-year Strategicand OperationalPlanningProcess; discuss the Group’s longer-term, forward-looking strategic ❯ guidelineswith regard to the opportunitiesand constraintsof the environmentas anticipated by theGroup; 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 Chairman of the Audit and Risk Management Committee isinvited to take part inthis work. Activity in2018 (c) During fiscal year 2018, the Strategy Committee, created on 7 June 2018, met three times: on 25 September,17 October,and 5 December. On each occasion, it presented a report on its activities to theBoard of Directors. The attendance rate was 92%. During these three meetings, the committee: considered aproposedpartnershipin remote surveillance; ❯ provided an update on the Group’s digital transformation ❯ programme inprogress; reviewed the discussions in progress within the Group on the ❯ automobiletelematicsstrategyand connected objects. Finally, the Committeealso defined its programme of work.

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES