GROUPAMA / 2018 Registration document

CORPORATE GOVERNANCE AND INTERNAL CONTROL DISCLOSURES ON CORPORATE GOVERNANCE

VERIFICATION OF THE SITUATION OF OUTSIDE DIRECTORS WITH REGARD 3.1.4 TO THE CRITERIA OF INDEPENDENCE ADOPTED BY THE COMPANY, RESULTING FROM THE AFEP-MEDEF CODE OF CORPORATE GOVERNANCE AND APPENDED TO THE INTERNAL BYLAWS

Isabelle Bordry

Ada Di Marzo

Caroline Grégoire Sainte Marie

Bruno Rostain

Criteria

is not currently or hasnot been overthe past five years anemployeeor corporateofficer ofthe ■ Companyor an employeeor Directorof the parentcompany or acompany thatit consolidates; X X X has not beenpaid by theCompany,in any formwhatsoever, with theexceptionof Directors’ ■ attendancefees, compensation ofover onehundredthousand euros (€100,000)within the past five years; X X X is not aCorporate Secretaryof a company in whichthe Company holds,directlyor indirectly, ■ the position of Directoror in whichan employee designatedas such or aCorporate Secretary of the Company (currentlyor withinthe past five years) holds the position ofDirector; X X X

X

3

X

X

is are not a significantcustomer, supplier, investment banker, or financingbankerof the ■ Companyor its Group, orfor which the Companyor its Grouprepresentsa significant portion of business activity;

X

X

X

X

he/she has no close family ties to a corporateofficer; ■

X

X

X

X

has not beenthe auditor ofthe Company overthe previous five years; ■

X

X

X

X

has not beena Directorof the Company for overtwelveyears. ■

X

X

X

X

3.1.5

MUTUAL INSURANCE ADVISORY BOARD

3.1.6

EXECUTIVE MANAGEMENT

The Chief Executive Officer is responsible for the Company’s Executive Management.

In accordancewith the provisions of the new bylaws of Groupama Assurances Mutuelles, a Mutual Insurance Advisory Board has been established,responsiblefor defining the general strategies of the mutual insurance groupand overseeing theirimplementation. Composed of 49 members, this committee brings together five representatives from each of the nine member metropolitan regional mutuals (the Chairman of their Board of Directors as well as four members appointed by them from among the members of their Board of Directors) and one representative from each of the two mutuals of the overseas departments and the two member specialised mutuals(the Chairman ofthe Board of Directors).

Chief Executive Officer 3.1.6.1 Thierry Martel, the Chief Executive Officer, is vested with the broadest powers to act on behalf of the Company under any and all circumstances.He exercises his authority within the limit of the corporate purpose and subject to the authority expressly granted to General Meetings and the Board of Directors and within the limits set by the bylaws and the Board of Directors (see section 3.1.1.6). Thierry Martel is assisted by two Deputy Chief Executive Officers: Fabrice Heyriès, in charge of Human Resources, Finance, Legal Affairs, Auditing, and Risks, and ChristianCochennec,in charge of France Damage and IT activities, since 4 July and 1 October 2015 respectively.

51 REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES