GROUPAMA / 2018 Registration document

CORPORATE GOVERNANCE AND INTERNAL CONTROL DISCLOSURES ON CORPORATE GOVERNANCE

Offices held from 2014 to 2018 no longer held by Mr Martel

Served within the Group in France Groupama Holding Groupama Holding2 Groupama HoldingFiliales et Participations

Non-Director Chief Executive Officer (end of term 7 June 2018) ❯ Non-Director Chief Executive Officer (end of term 7 June 2018) ❯ Chairman of the Board of Directors (end of term 6 June 2018) ❯

3

Steering Committee 3.1.6.2 The Steering Committee develops, proposes, and implements the strategy of Groupama Assurances Mutuelles in accordance with the Group’s general strategies set by Mutual Insurance Advisory Board. It runs the Frenchand internationalsubsidiaries. It sets the major priorities for the work of the various departments of the Company and monitors the implementation of these decisions. The committee is made up of 16 members as of the end of 2018 and brings together representatives of the major departments of GroupamaAssurancesMutuelles to meet with the Chief Executive Officer. It met twicein 2018.

strategy in the Group and ensures the operational coordination of all the entities’ business lines. The Group ExecutiveCommitteeis made up of the Chief Executive Officers of the regional mutuals and the Senior Managers of Groupama Assurances Mutuelles. It is chaired by the Company’s Chief Executive Officer. It meets twice each month and may meet more oftenwhen the situationso requires. There are specialisedOperatingCommittees(COMOP) –  business lines, development,operationalprocesses, informationtechnology, finance, human resources and communication – whose members include the appropriate executives from the Group’s entities. They contribute to the preparation of project files for the Group Executive Committee and propose steps to be taken on the operational level inaccordancewith the strategicguidelines.

Group Executive Committee 3.1.6.3

The Group Executive Committee participates in the preparation and operational monitoring of the Group’s strategy. It implements

3.1.7

OTHER INFORMATION

Relations within the management 3.1.7.1 bodies As far as the Company is aware, there are nofamily tiesamong the members of the Company’s Board of Directors or among the members ofthe Executive Management. As far as the Company is aware, during the past five years: (i) no memberof the Company’sBoard of Directorshas been sentenced for fraud (ii) no memberof the Board of Directorshas been involved in any bankruptcyor placed in receivershipor liquidation,and (iii) no official public charges and/or sanctions have been issued against such persons by statutory or regulatory authorities (including by designatedprofessionalagencies). Furthermore, as far as the Company is aware, no Director has been preventedby any court of law from acting as a member of an administrative, management or supervisory body of any issuer or from participating in the management or the conduct of the business ofany issuerin the pastfive years. There is no arrangementor agreemententered into with customers or suppliers under which any member of the Board of Directors or

of the Company’s Executive Management would have been selected.

Conflicts of interest in 3.1.7.2 the management bodie

The Company’s general secretariat is responsible for verifying the occurrence of any conflicts of interest between the duties of the persons referred to in point 3.1 and their private and/or professional interests. Note that the internal bylaws, in their Article 4.2.4, reiterate the Directors’ duties of loyalty and the rules for prevention of conflicts of interest. No conflictsof interesthave been identifiedat this point. Lack of service agreements 3.1.7.3 As at the date of filing of this registrationdocument,there were no service agreements binding the members of the Company’s administrativeand management bodies or anyof its subsidiaries.

53 REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES