GROUPAMA / 2018 Registration document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL DISCLOSURES ON CORPORATE GOVERNANCE

Membership of the committees 3.1.2.4 Since 7 June2018, the membershipof the committeesof the Board ofDirectors is as follows:

Committee

Members

Bruno Rostain,Chairman ■ Jean-PierreConstant ■ Caroline GrégoireSainteMarie ■

Audit and Risk Management Committee

Jean-Louis Pivard ■ FrançoisSchmitt ■

Caroline GrégoireSainteMarie, Chairman ■ MichelBaylet ■ Marie-Ange Dubost ■ MichelL’Hostis ■

Compensation and Appointments Committee

Isabelle Bordry, Chairman ■ Daniel Collay ■ Ada Di Marzo ■ LaurentPoupart ■

StrategyCommittee

3.1.3

ASSESSMENT OF THE BOARD

In addition, the implementation of some of the measures recommended in recent evaluations were welcomed, such as the recruitmentof an additional IndependentDirector or the creation of a Strategy Committee to replace the Agreements Committee, to name just the most significant. The membership of the Board of Directors and the committees is balanced and satisfies the Directors, who consider that all the necessary skillsneeds are met. The Directors unanimouslyemphasisedthe alignment of the Board of Directors and the Executive Managementwith the strategy and the management of risks and highlighted the trusted relationship between them, whichcontributes to the quality ofgovernance. The information is considered accessible and available. The points requiring attention raised by the Directors led to the definition of areas for improvement proposed to the Board of Directors for 2019 particularlyaimed at strengtheningthe review of certain topics, especially strategy, adding to discussions, and defining newtraining priorities.

OF DIRECTORS

Every year since 2005, the Company has assessed the operations of its Board of Directors and committees and, in this framework, contracts for an external assessmentto be carried out every three years, in accordance with the recommendations of the AFEP-MEDEF code. After two years of internal evaluation, the 2018 evaluation was entrusted to an outside firm based on individual interviews. The firm relied on an interview guide validated by the Compensation and Appointments Committee. The resultsof this assessmentwere discussedin the Compensation and AppointmentsCommitteeMeeting of 7 March2019 and in the meetingof the Boardof Directorson 14 March2019. The Directors stressed that the functioning of the Board of Directors generally met their expectations, had improved even further, and was consistent with the rules of good governance.

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES