GROUPAMA / 2019 Universal Registration Document

2019 UNIVERSAL REGISTRATION DOCUMENT GROUPAMA ASSURANCES MUTUELLES Including the annual financial report

CONTENTS

Overview of the Group History of the company 1.1 Organisation of the Group 1.2

3

Group risk factors

99

1

5

The Group’s main risks 5.1

4

100

Organisation of risk management 5.2 within the Group

and Groupama Assurances Mutuelles

6 8

104

Key figures 1.3 Strategy 1.4

10 12

Human resources 1.5

6 Earnings and financial position 107 Management report of the Board 6.1 of Directors 108 Dividend distribution policy 6.2 132 Characteristics of the mutual certificates 6.3 and remuneration policy 133 Cash and Group financing 6.4 134 Administrative, judicial, or arbitration 6.5 proceedings 135

The Group’s businesses Groupama, a multi-line 2.1 and multi-channel insurer Insurance in France 2.2 International Insurance 2.3 Financial businesses 2.4

19

2

20 22 26 28

Financial statements

137

3 Corporate governance and internal control 29 Disclosures on Corporate Governance 3.1 30 Delegations of authority and powers 3.2 56 Compensation of Directors 3.3 56 Internal control procedures 3.4 58 Related-party transactions 3.5 65 Major contracts 3.6 65 Fees of the statutory auditors 3.7 65 Statutory auditor’s special report 3.8 on related-party agreements 66

7

Consolidated financial statements 7.1 and notes Statutory auditors’ report on the 7.2 consolidated financial statements Annual financial statements and notes 7.3 Statutory auditors’ report on the annual 7.4 financial statements

138

260 264

296

Legal information

301

8

Company information 8.1

302

Information concerning share capital 8.2 and principal shareholders

320

Corporate Social Responsibility (CSR)

Persons responsible for the 8.3

4

69

universal registration document, financial disclosures and for auditing the financial statements

Groupama CSR Policy 4.1 70 Declaration of Extra-financial Performance 4.2 71 Report of one of the statutory auditors 4.3 on the declaration of extra-financial performance 94

322 323

Available documents 8.4

Glossary

325

Concordance table with the headings required by delegated Regulation (EU) N° 2019/980 326 Concordance table with the disclosures required in the annual financial report 328

GROUPAMA ASSURANCES MUTUELLES

UNIVERSAL REGISTRATION DOCUMENT INCLUDING THE ANNUAL FINANCIAL REPORT

2019

This universalregistrationdocumentwasfiledon 28 April 2020at the FrenchFinancialMarketsAuthority(AutoritédesMarchésFinanciers), as competentauthorityunderRegulation (EU)No. 2017/1129,withoutpriorapproval, in accordancewithArticle 9of thatRegulation. The universalregistrationdocumentmay be used for the purposeof offering securitiesto the public or for the admissionof securities to tradingon a regulatedmarket if it is supplementedby a securitiesnote and, where appropriate,a summaryand all amendmentsto the universal registrationdocument. The whole is approved bythe AMFin accordance withRegulation(EU) No. 2017/1129.

This is a free translation into English of the French Universal RegistrationDocument filed with the Autorité des Marchés Financiers (AMF) and which isprovidedsolely for the convenience ofEnglish readers.

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1

OVERVIEW OF THE GROUP

1.1

1.4

HISTORY OF THE COMPANY

4

STRATEGY

10

An environment undergoing profound 1.4.1 change

10

1.2

ORGANISATION OF THE GROUP AND GROUPAMA ASSURANCES MUTUELLES

A Group with solid strengths 1.4.2

11 11

A strategic project based on four focuses 1.4.3

6

General organisation 1.2.1

6

1.5

HUMAN RESOURCES

12

Simplified organisation chart 1.2.2 of the Group’s main subsidiaries as of 31 December 2019

Social Policy 1.5.1

12

7 8

Group consolidated workforce 1.5.2 (France & International) Commitments to personnel 1.5.3

Ties between the various Group entities 1.2.3

16 17

1.3

KEY FIGURES

8

Consolidated scope of Groupama 1.3.1 Assurances Mutuelles Groupama combined scope 1.3.2

8 9

Consolidated scope/combined scope data 1.3.3 reconciliation

10

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1 OVERVIEW OF THE GROUP History of the company

1.1

HISTORY OF THE COMPANY

The creation of Groupama is a story that goes back more than one hundred years. The starting point was the Act of 4 July 1900, which allowed the birth, then the subsequent organisation of the agricultural mutual insurance movement in France. The Agricultural Mutual Insurance Companies (Assurances Mutuelles Agricoles) were created to protect and serve the farmers who at that time represented 80% of the nation’s wealth. In the 20 th  century, they became the leading European agricultural insurer (source: internal). The Assurances Mutuelles Agricoles very quickly realised the need to reinvent themselves and open themselves up to other insurance markets and, more recently, to the banking business, in order to continue their vocation of serving the interests of agriculture and passing on the tradition of mutual insurance. In 1963, the Assurances Mutuelles Agricoles opened up their The name “Groupama” was created in 1986, bringing together all the entities of an insurance group that had adapted to the new economic conditions and the globalisation of the financial markets. In 1995, policyholders who were not part of the agricultural world – covered at the time by SAMDA, a subsidiary of Groupama created in 1963 to insure “non-agricultural” customers – became full members of their mutual. In 1998, on conclusion of a privatisation procedure involving major international groups, Groupama acquired Gan, a group whose business activities complemented those of Groupama. The acquisition resulted in the creation of one of the leading French multi-line insurers. In 2001, seeking to extend its services to include banking products, the Group joined forces with Société Générale, the leading French retail banking institution, with a view to creating a multi-channel bank for Groupama’s customers (Groupama Banque). Groupama plans to become a global player in financial insurance-banking. Also in 2001, the Board of Directors of the Central Mutual approved a structure consolidating the regional mutuals. A number of growth acquisitions were initiated in 2002 in France (acquisition of CGU Courtage, merged with and into Gan Eurocourtage) and at the international level (acquisition of Plus Ultra Generales in Spain). In 2003, the regional mutuals rolled out a banking product to Groupama’s members. The Group also obtained a non-life insurance licence for China. In addition, the Group’s national entities were restructured to be better adapted to its growth strategy. The Fédération Nationale Groupama was created and Groupama SA became the exclusive reinsurer of the regional mutuals following the dissolution of the Central Mutual, the Caisse Centrale des Assurances Mutuelles Agricoles. business to the entire non-life insurance segment. In 1972, they started a life insurance business.

In 2006, Groupama acquired the Spanish subsidiaries of a French group, the Turkish insurance group Basak, the 6 th -largest insurer in Turkey (source: Foreign Economic Relations Division, 2006 data), as well as the British broker Carole Nash. In 2007, the Group’s international development intensified with the acquisition of the Nuova Tirrena insurance company, which held some 2% of the Italian non-life insurance market, strengthening the Group’s subsidiary in Italy. In the United Kingdom, the Group acquired two new brokers (Bollington Group and Lark Group). In 2007 and 2008, Groupama made strong advances in Central and Eastern Europe by acquiring the Greek insurer Phoenix Metrolife and Romanian insurance companies BT Asigurari and Asiban, and by strengthening its positions in Turkey, through the acquisition of insurance companies Güven Sigorta and Güven Hayat. Groupama also entered into a strategic partnership with OTP Bank, the leading independent bank in Central Europe, resulting in distribution agreements in nine countries and the acquisition of OTP’s insurance operations (OTP Garancia), the leading company in Hungary, as well as its insurance subsidiaries in Bulgaria, Romania and Slovakia. Groupama also acquired a 35% stake in STAR, the leading company in the Tunisian insurance market. With a view to gaining an urban customer base and new distribution channels in France, in mid-2008 Groupama launched “Amaguiz.com”, a new brand intended for web sales only. In 2009, Groupama signed a partnership agreement with La Banque Postale for the distribution of non-life insurance products via a joint venture using La Banque Postale’s networks. The creation of Groupama Gan Vie, through the merger/takeover of Groupama Vie and Gan Eurocourtage Vie by Gan Assurances Vie and the transfer of the portfolios of Gan Patrimoine and Gan Prévoyance, enabled the consolidation of the Group’s activities into a single company in France. The Group’s French banking businesses have also been pooled through the merger of Groupama Banque and Banque Finama. At international level, the Group merged its Italian, Hungarian, Romanian and Turkish subsidiaries in order to strengthen its positions on all those markets. In 2010, the Group implemented a large number of partnerships in various areas. In the bancassurance market, the partnership agreement signed with La Banque Postale in 2009 resulted in the creation of a joint enterprise, La Banque Postale Assurances IARD, which is 65%-held by La Banque Postale and 35% by Groupama. At the end of 2010, this company launched its non-life insurance products (motor, home, legal protection) via remote-selling channels (internet and telephone), then progressively through La Banque Postale’s network of offices beginning in 2011.

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1 OVERVIEW OF THE GROUP History of the company

In December 2010, Groupama and the Chinese group AVIC (Aviation Industry Corporation of China) signed an agreement on the creation of a joint venture to expand activities in the non-life insurance segment in the People’s Republic of China. Already active in Sichuan province since 2003, Groupama intends to accelerate its development on a market, the rapid expansion of which should make it a major growth centrefor the Group. Major events of 2011 includedthe eurozonedebt crisis, particularly in Greece, and the significantdeteriorationof the financial markets, which affected Groupama’s financial position. Against this background, the Group implemented measures in 2012 to strengthen its solvency margin while reducing the sensitivity of its balance sheet to financial market fluctuations. Groupama thus adjusted its scope of activities by selling Gan Eurocourtage’s non-life business, Gan Eurocourtage’s marine business in France, the Spanish subsidiary, and the non-life insurance subsidiary in the United Kingdom. In 2013, the Group finalised the adjustment of its scope with the disposal of 100% of the capital of Groupama Private Equity in January and the disposal of its 51% stake in the British brokerage firm Bollington in March. In April, Groupama reinforced its partnership with the Chinese Group AVIC to support the strong growth of Groupama AVIC Insurance on the agricultural insurance marketand in the rural sector in China. In addition, the law of 26 July 2013 on the separation and regulation of banking businessesestablishedGroupama SAas the central body of the network of agricultural insurance and reinsurance companies and mutuals (hereinafter the Groupama network). The General Meeting of 11 June 2014 modified Groupama SA’s bylaws to include in itscorporate purpose its role ascentralbody. In December 2015, Groupama was the first mutual insurer to launch the mutual insurance certificates authorised by the Social and SolidarityEconomylaw of July 2014.The regionalmutualsthus acquiredthe necessaryfinancialresourcesto invest in the territories and develop a new long-term, quality relationship with their members based on trust. As of the end of 2016, all the regional mutualshave issued mutualcertificates. In April 2016, Orange and Groupama signed an agreement to develop an unprecedented 100% mobile banking product. In October 2016,the French and European regulatory and prudential authoritiesauthorisedOrange’s acquisitionof 65% of the capital of Groupama Banque, renamed Orange Bank on 16 January 2017. The Orange Bank offering available in France since the second half

of 2017 in the Orangedistributionnetworkwill also be distributedin the Groupama group’snetworksin 2018. In December 2016, the “Sapin 2” law on transparency, the fight against corruption, and modernisation of the economy was published,putting in place the legislativeframeworkrequiredfor the conversion of Groupama group’s central body into a mutual insurance company (SAM) with an implementation period of 18 months. On 7 June 2018, Groupama SA, the Group’s central body, was converted into a national agricultural reinsurancemutual, a special form of mutual insurance company, commonly known as Groupama Assurances Mutuelles. Prior tothis conversion: Groupama SA sold its direct insurance portfolio to Gan ● Assurances in November 2017, given that Groupama AssurancesMutuellescan only engagein reinsuranceby virtue of its bylaws; in December 2017, Groupama SA contributed most of its ● insurance and service subsidiariesto GroupamaHolding Filiales et Participations,a holding companywith the status of insurance group company, while maintaining direct ownership of the financial subsidiaries, real estate companies, and some equity stakes; GroupamaHoldingand GroupamaHolding2 were taken over by ● Groupama SA on 7 June 2018, prior to itsconversion. This conversion simplifies the Group’s organisation and makes it consistent overall based on its three levels of mutualisation: local, regional and nationwide mutuals. By unifying its values and organisation, the Groupama group is demonstrating its commitment to its mutual insurance background, which is being used in an ambitious savings project for its members and customers. In connection with this conversion, the Group has defined its purpose, which guides and inspires the Group’s current and future directions:“We are here to allow as many people as possible build their livesconfidently”. As a responsible investor, the Groupama group places climate change at the heart of its commitments.On 19 September2019, Groupama made a commitment to acquire 18% of the capital of Predica Energies Durables (PED), a subsidiary of Crédit Agricole Assurances dedicated to investments in renewable energy productionassets alongsideEngie. PED is an investmentvehicle in onshore windand solarassets in France.

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1 OVERVIEW OF THE GROUP

Organisation of the Group and Groupama Assurances Mutuelles

1.2

ORGANISATION OF THE GROUP AND GROUPAMA 

ASSURANCES MUTUELLES

Local mutuals

Combined scope of consolidation

Regional Mutuals *

Members + mutual certi cates (MC)

Groupama Assurances Mutuelles

100%

Consolidated scope

Groupama Holding Filiales et Participations

Financial subsidiaries

French insurance subsidiaries

French services subsidiaries

International subsidiaries

*9 regional mutuals in metropolitan France, 2 overseas mutuals, and 2 specialist mutuals. Reinsurance.

1.2.1

GENERAL ORGANISATION

Groupama Assurances Mutuelles, a national agricultural reinsurancemutual, is a legal structure without capital, the central body of the Groupama network. Its main missions are as follows: to ensure the cohesionand proper operationof the organisations ● within theGroupama network; to exerciseadministrative,technicaland financialcontrol over the ● structure and management of the organisations within the Groupama network; to define and implement the Groupama group’s operational ● strategy, in consultationwith the regionalmutuals; to reinsurethe regional mutuals; ● to directall subsidiaries; ● to establish the external reinsurance programme for the entire ● Group; to prepare the consolidated and combined financial statements. ● The company is governed with respect to its activities by the provisions of the French Insurance Code and the French Commercial Code and is subject to the supervision of the French Prudential Supervisionand Resolution Authority (ACPR).

The Group has a governancemethod which empowers everyone involved within the organisation. Members elect their representativesat the local level (33,500 elected representatives), who in turn elect their representativesat the regional and national levels. The Directors, who are all policyholders of the mutual insurance company, control all the Boards of Directors of the entities within the mutual insurance group. They select the Managers, who handle operating activities. The elected representatives thus participate in all of the Group’s decision-making bodies, whether for local (2,800), regional (9 regional mutuals in metropolitanFrance, 2 overseasmutuals and 2 specialised mutuals), or national mutuals, through the Boards of Directorsof GroupamaAssurancesMutuellesand its main direct or indirect subsidiaries. There arethereforetwo scopeswithin Groupama: the combinedscope, which includes all the entities of the Group ● and all of the activities of the regionalmutuals; the consolidated scope of which Groupama Assurances ● Mutuelles is the parent company. In addition to the activities of the subsidiaries,its business lines include approximately35% of the activity of the regional mutuals, which is captured by the Internal Reinsurance mechanism.

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1 OVERVIEW OF THE GROUP

Organisation of the Group and Groupama Assurances Mutuelles

1.2.2

SIMPLIFIED ORGANISATION CHART OF THE GROUP’S MAIN SUBSIDIARIES

AS OF 31 DECEMBER 2019

GROUPAMA ASSURANCES MUTUELLES

100%

Groupama Holding Filiales et Participations

FINANCIAL BUSINESSES PROPERTY BUSINESS ACTIVITIES

INSURANCE

SERVICES

INTERNATIONAL

Italy

100%

Groupama Assicurazioni Spa

Gan Assurances

100%

100% (1)

Co ntex 2

100% (1)

FMB

100%

Romania

2,52%

100%

Groupama Asigurari SA

Groupama Immobilier

97,48%

Groupama Gan Vie

100%

French overseas

60%

Cofintex 6

Gan Outre-Mer IARD

100%

100%

40% (2)

Gan Patrimoine

Groupama Gan Reim

85%

Hungary

CapsAuto

Groupama Asset Management

100%

Groupama Biztosító

100%

100%

Gan Prévoyance

20,39%

Bulgaria

Rent A Car

Groupama Épargne Salariale

Groupama Zastrahovane (non-life)

100%

100%

Amaline Assurances

100%

Mutuaide Services

100%

100% (1)

Groupama Zhivotozastrahovane (life)

Co ntex 17

100%

100%

Mutuaide Assistance

35%

Greece

Compagnie Financière d’Orange Bank

Groupama Phoenix Hellenic Insurance Company SA

Société Française de Protection Juridique Groupama Assurance- Crédit & Caution La Banque Postale Assurances IARD

100%

100%

100%

Turkey

Groupama Investment Bosphorus Holding Anonim Sirketi

Orange Bank

100%

100%

35%

10%

Günes Sigorta

Tunisia

Vietnam

35%

100%

Star

Groupama Vietnam

China

Groupama Avic Property Insurance Co.Ltd

50%

(1) Directly andindirectly. (2) Indirectly by Groupama Gan Vie. A moreexhaustivelist of the Group’smain subsidiaries ispresentedin Note 51to the consolidated financial statements.

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1 OVERVIEW OF THE GROUP Key figures

1.2.3

TIES BETWEEN THE VARIOUS

Relationsbetweenthe regionalmutualsand GroupamaAssurances Mutuellesare governed by: an InternalReinsuranceagreementbetweenthe regionalmutuals ● and GroupamaAssurancesMutuelleswith terms updated every year; a security and solidarity agreement between all the regional ● mutuals and Groupama Assurances Mutuelles (“agreement definingthe securityand solidaritymechanismsof the Caissesde RéassuranceMutuelle Agricole”).This agreement is described in more detail in Note 46 – Related Parties – to the consolidated financial statements and is the subject of a special report from the statutory auditors on regulated agreements and commitments(see section 3.7).

GROUP ENTITIES

The subsidiaries are bound by capital ties. Subsidiaries indirectly and directly owned by Groupama Assurances Mutuelles are included in its consolidatedaccounts.Moreover, in exchange for a certain degree of operationalautonomy,each of the subsidiariesis subject to the requirements and obligations defined by the GroupamaAssurancesMutuelles environment,particularly in terms of control.

1.3

KEY FIGURES

1.3.1

CONSOLIDATED SCOPE OF GROUPAMA ASSURANCES MUTUELLES

The following table shows financial disclosuresand ratios from the the application of international financial reporting standards, the Groupama Assurances Mutuelles consolidated accounts for the consolidated financial statements of Groupama Assurances fiscal years ended 31 December 2017, 2018, and 2019. In Mutuelles have been prepared in accordance with the IFRS as accordancewith EC Regulation no 1606/2002of 19 July 2002 on adopted bythe European Union.

2019

2018

2017

(in millions ofeuros)

Premiumincome (1)

10,658

10,649

10,303

of which France insurance

8,129

7,939

7,548

of which Internationalinsurance

2,357

2,537

2,605

of which financialand bankingbusinesses

172

173

150

Non-lifecombinedratio (2)

98.5 %

100.1 %

100.3 %

Economicoperatingincome (3)

234

182

196

Net income,Group share

104

319

87

Financialstructureand soundness Group'sequity, Group share

6,076

5,274

5,257

TOTALBALANCESHEET

93,571

88,506

90,645

Insurance premiums writtenand income from financial businesses. (1) See glossaryin this Universal RegistrationDocument(page 325). (2)

Economicoperating incomeequals net income adjusted forrealisedcapital gains and losses, long-term impairment increases and write-backs, andunrealised (3) capital gains and losseson financial assets recognisedat fair value (allsuch items are netof profit sharingand corporatetax). Also adjusted are non-recurring items netof tax, impairment ofvalue of business in forceand impairment of goodwill(net of tax).

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1 OVERVIEW OF THE GROUP Key figures

1.3.2

GROUPAMA COMBINED SCOPE

The following table shows financial disclosuresand ratios from the by the European Union. It provides a view of the entire scope of Group’s combined financial statements. The combined financial consolidation of the mutuals, including the Groupama Assurances statementswere prepared in accordancewith the IFRS as adopted Mutuellescapital ownership scope of consolidation.

2019

2018

2017

(in millions ofeuros)

Premiumincome (1)

14,382

14,262

13,818

of which France insurance

11,857

11,556

11,066

of which Internationalinsurance

2,357

2,537

2,605

of which financialand bankingbusinesses

168

169

147

Non-lifecombinedratio (2)

97.0% 99.3% 98.9%

Economicoperatingincome (3)

413

298

349

Net income,Group share

345

450

292

Financialstructureand soundness Shareholders’equity, Group share

10,238

8,884

8,912

Total balance sheet

102,861

96,833

98,957

Debt ratio (4)

27.2% 28.4% 25.9%

Solvency 2margin (5)

302% 297% 315%

IFS Rating

Fitch Ratings

A

A-

A-

Insurance premiums writtenand income from financial businesses. (1) See glossaryin this registration document (page 325). (2)

Economicoperating incomeequals net income adjusted forrealisedcapital gains and losses, long-term impairment increases and write-backs, andunrealised (3) capital gains and losseson financial assets recognisedat fair value (allsuch items are netof profit sharingand corporatetax). Also adjusted are non-recurring items netof tax, impairment ofvalue of business in forceand impairment of goodwill(net of tax). Debt excludingcash of holdings,as a share of book value ofgroup’sequity excludingre-evaluationreserve (including subordinated liabilities andminority (4)

interests).In 2017,the debt ratio was calculatedaccordingto the method chosen byour rating agency. Solvency 2margin coverage, with transitionalmeasure onGroupama GanVie’s technicalreserves. (5)

On 20 June2019, Fitch Ratings upgradedthe insurer financialstrength(IFS) ratings of GroupamaAssurancesMutuellesand its subsidiaries to “A”. The outlookassociated withthese ratingswas maintainedat “Positive”.

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1 OVERVIEW OF THE GROUP Strategy

1.3.3

CONSOLIDATED SCOPE/COMBINED SCOPE DATA RECONCILIATION

Premium income ı

2019

2018

(in millions ofeuros)

Consolidatedpremiumincome

10,657

10,650

Premium income/revenue– regional mutuals

5,928

5,663

Internal transactions/operations

GroupamaAssurancesMutuelles

(2,193)

(2,046)

GroupamaGan Vie

(8)

0

GroupamaAsset Management

(3)

(4)

Combinedpremiumincome

14,381

14,263

Net income ı

2019

2018

(in millions ofeuros)

Consolidatednet income

104

319

Net income – regional mutuals

239

123

Net income – GroupamaAssurancesMutuelles

16

(3)

Net income – Propertycompanies

0

11

Net income – Amaline

(14)

0

Combinednet income

345

450

1.4

STRATEGY

1.4.1

AN ENVIRONMENT UNDERGOING PROFOUND CHANGE

The conversion of Groupama SA into Groupama Assurances Mutuellesin June 2018restoredthe Group’sconsistencybased on its three levels of mutualisation: the local mutual, the regional mutual,and the nationalmutual. By unifying its values and organisation, the Groupama group is demonstratingits commitmentto its mutual insurancebackground and to timeless human values such as solidarity, accountability, engagement, and optimism and is using them in an ambitious savings project for itsmembers and customers. All our efforts will focus on the successof two major strategiesthat contributeto the fulfilmentof our purpose“to allow as many people as possible buildtheir lives confidently”. In a profoundly changing environment, the Group is showing renewed momentum for strong, shared ambitions.

In a context of significant change, Groupama is facing external constraints that it has to take on board and transform into opportunitiesas part of the Group’sstrategicprogramme: a difficult economic climate affecting the demand for insurance ● and puttingpressureon the economic model of insurers; conversion of players: driven by regulatory developments ● (Solvency II, IFRS,etc.), consolidationof the sectorcontinues; very strong competition in a world where the GAFAs are setting ● new standards forcustomer relations; numerous tax and regulatory developments; ● significant technological advancements, with digital technology ● playing an increasingly significant role, and access to large quantities of information. Insurers need to be able to process information, and big data and advanced analytics represent considerable opportunities in keeping with our ethics. Artificial

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1 OVERVIEW OF THE GROUP Strategy

intelligence is becoming increasingly present in the insurance world. Along with the rapid growth of connectedobjects (objects capable oftransmittinginformationand actingeither accordingto received orders or automatically according to the context, and the challenge is to process a large amount of data at a reasonable cost to improve service to policyholders),new risks are appearing:climate, demographicimbalance,data protection, health, etc. Insurers must prepare for this by identifying their impacts and estimating their potential cost in order to better manage their exposures and identify potential new offerings as businessdevelopment opportunities; a transformation of customers: an ageing population, with ● significant wealth inequalities and pressures on purchasing power, the rise of entrepreneurship with more micro-entrepreneurs, but without strengthening SMEs and mid-caps, and a shrinking agricultural population, and communitiesthat are groupingtogetherbut where the role of the mayor as a local electedrepresentativeseeks to be reaffirmed. The Grouphas a numberof key strengthsand differentiatingfactors that allowit to cope withthis challenging environment: a dense anddynamic institutionalnetwork; ● a presence across all distributionchannelswith one of the most ● extensivenetworksin Franceand a websiterecognisedas one of the mostcomplete; a market-leadingposition on the P&C and health and individual ● protection markets; very strong and complementarybrands,enabling it to addressall ● types of customerbase; an extensive range of insurance and banking products and ● services,enablingit to cover allof our customers’ needs; an internationalnetwork. ● Groupama has built its strategic programme around these key strengths. A GROUP WITH SOLID 1.4.2 STRENGTHS

monitoring, rolling out a platform for creating relationship-based content for better customer contact, and relying on mutual insurance to create a singular, differentiating relationship are all priorities to achieve our ambition of being among the favourite insurers of customers in France and gaining NRI (net recommendation index)points. We also seek to give our brand the power to attract customers, ensure that they have made the right choice with Groupama, and make our employees and elected representatives proud to work with Groupama. This includes increasing brand awareness by bolstering the effectiveness of our actions, increasing the level of attractiveness,quality, and satisfaction at all stages of experience with the brand, mobilising 70,000 employees and elected representatives to reinforce the effectiveness and expansion of actions, having brand financial value, and developing our measurement,monitoring,and managementprocessesto enhance the value of ourbrand. Profitable development Improving technical control across all business lines is a key strategicprioritybased on thefollowingthemes: increasingmarket shares in businessactivitieswith higher added ● value: strengthening our position as leader in the agricultural market, becomingone of the top players in personal protection, and becominga leaderin our areas of recognised expertise; accelerating our development by expanding and strengthening ● our distribution capacity and by combining services with insurance products. To do this, we need an equipped, trained network motivated to sell insurance + services packages, an offering incorporatingservices,and appropriateorganisationand resources; remainingeconomicallyefficient by achievingour contributionsin ● all Group companiesand keepingthe combinedratio at the right level. A culture of efficiency Through efficiency, the Group’s operating costs can be controlled, while offeringgood service quality forcustomers. The efficiency focus breaks down into two majoraction areas: commercialefficiencyby optimisingdistributionnetworks; ● operationalefficiencyto simplify and digitise operatingprocesses ● while improving thenecessary controls. The quest for efficiencycan also be seen in the developmentof our industrial model to make it more efficient, less costly, and more agile: sufficient standardisation of operations and information systems, implementation of interconnection and interoperation capabilities, making white-label management a growth driver, implementing modern technologies to create value, speeding up market introductions and deployments, constructing the Group’s future informationsystem, and improving our collective functioning to benefit project efficiency and harmonisation of processes and configurations.

1.4.3

A STRATEGIC PROJECT BASED

ON FOUR FOCUSES

Highly satisfied customers

Customersatisfactionis at the heart of the Group’s concerns– it is both a mutualist requirement and an economic approach. The strategic plan to increase customer satisfaction continues to be rolled out. Establishinga unique, differentiatingrelationshipwith our customers, based on proactive advising, will allow us to be recognised as a trusted partner who takes their interests into account and is at their side. Offering dialogue and analysis tools to accelerate and strengthen the deployment of personalised

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Committed employees To ensure that the implementation of the strategic project is a collective success, the mobilisation of the Group’s human resources to benefit everyone is essential so that our energy and talents arefocused on serving ourcustomers: developmentand adaptationof employeeskills are reinforcedto ● promote professionalism and mobility as well as personal fulfilment; supervisionand managementare strengthenedin their actionsto ● better highlight andchannel team energies; employeesare includedin the improvedbusinessperformanceto ● better orientit for thebenefit of customers;

the programme aimed at improving the management of ● community projectshas been implemented; a programme foryoung graduates hasbeen implemented; ● continued discussions about the development of the business ● lines and the skills needed make it possible to identify the potential talent of tomorrow; lastly, developing the quality of life at work is essential, ● particularly throughhigh-quality industrialdialogue. The level of pride in belonging to the Group makes it possible to assess and reinforce the general commitment rate among employees.

1.5

HUMAN RESOURCES

1.5.1

SOCIAL POLICY

Group’s visibility, while effectively serving the recruitment needs of the companies. For greater impact, the Group’s communicationsnow feature its employees,who provide living proof through their personalitiesand their responses to the needs of our customers: “That’s what it means to be a true collaborator”. The sourcing system has been enhancedwith programmaticmarketingcampaigns,conductedon social networks and the Web in general, which aim to make us known to activeor passive (not yetactively searching)candidates. In 2019, the Group also organised a recruitment event campaign (“Nos Vraies Rencontres”, for work-study candidates in April and experienced candidates in June) for companies in 16 cities, held after work to reachmore job candidates.With 754 applicationsand 7,000 unique visitors to the registration website, this event highlights actions emphasisingthe regional roots of the Group and its companiesto promote their visibility. The objectiveof these various actions is to best target the suitability of the position/profile in order to be more efficient in sourcing candidates. Our career website groupama-gan-recrute.comhad 1,278,797 hits in 2019 (Web and mobile sites) and received more than 125,671 applications in one year. This qualitative investment in the Group’s attractiveness is also verified in view of the integration work by ensuring the loyalty of employees startingfromor even before theirarrival. Like other companies, Groupama Assurances Mutuelles has overhauledits integrationprocesswith a one-yearcourseoffered to all new employees. The “WelcomeApp”, a mobile app for newcomers,creates a link with employeesas soon as the contract is signed and offers, before their actual arrival, an interactive introductorycourse to learn about the values, history, and projects of the Group and Groupama Assurances Mutuelles. It is being rolled out with the Group’s other entities. Similarly, the revised orientation session provides newcomers with further information about the Group and their company and creates relationships betweenthe participants.

To carry out its strategicprogramme,improve its performance,and therefore meet the expectations of its customers, Groupama invests in people. The principles of the implemented human resources policy are shaped by the Group’s purpose, based on social responsibility and made possible by the engagement of its 28,706 employees. As of 31 December2019, GroupamaAssurancesMutuellesand its subsidiaries had 13,056 employees (8,702 in France/overseas departmentsand territoriesand 4,354internationally). The Group Human Resources Department manages and coordinatescorporatepolicies and programmesand is at the head of the HR functional reporting line in accordance with the established distribution of responsibilities between the Group HR Department and the company-level HR Department. Each company in the Groupama Assurances Mutuelles scope of consolidationmanages its human resourcesand its social policy as locally as possible, in line with the policy principles and the overall strategy defined for theGroup. In 2019, the consolidatedcompanieshired 1,317 employeesunder permanent contracts (excluding 7 transfers and 94 secondments), including 890 in France, to strengthen their sales networks and customer relations platforms and to reinvigoratetheir management and expert teams as well as the auditing, internal control, and steering functions:15.6% of new employeesare under 26 years of age, 6.9% are 50 and over, and 16.9% of new hires resulted from the conversion of fixed-term contracts into permanent contracts. Since the end of 2017, the Groupama group has invested in significantly enhancing the reputation and attractiveness of its employer brand to facilitate recruitment, engage and retain its employees, andthus anticipate andpreparefor the future. With this in mind, the Group’s new employer brand has been deployed for two years, becoming one of the pillars of the Groupamabrand’s global communication.It is in line with a desire for consistencybetween all communicationactions to support the

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Mobility (geographical and/or functional) is a driving force behind the performanceof the employees and the Group companies and involvedmore than 1,072 employeesin France in 2019. The Mouvy intranet, the internal online recruitment site open to all Group employees in France, recorded 3,973 applications in 2019. Since 2010, all inter-company transfers and secondments within the Group have been governedby a Group agreement.A unanimously signed addendum was added in June 2014, reinforcing the mechanisms in place: improved support, better publication of job ads on Mouvy, reduced time frames for transfers,etc. With regard to the end of employmentcontracts,the consolidated companies had 1,813 departures of permanent employees (excluding 2 transfers and 99 secondments), including 825 in France; these break down as follows: 0.4% voluntary redundancy plans, 37.6% resigned, 19% were laid off, 18.2% retired, 11.3% contractual terminations, 12.5% left during their probation period, and 1.5% died in service. Outside France, 988 employeesunder permanent contracts left: 69.3% terminated their contract, 18.8% resigned,7.9%were laid off, 2.8%retired,and 0.7%died in service. As of the end of 2019, the CERH handled payroll (including withholding taxes), time management, and administrative and reporting management for 17 entities, representing 107,000 payslips produced per year, including 80% paperless payslips issued via the electronicsafe made available to employees. The regulatoryobligationsof the assistanceagreementand Syntec have been configured in the CERH’s HR information systems to manage the payroll of Mutuaide Assistance, Mutuaide Service, SDGAC,and CapsAutosince January 2019.Work on the tools and the sharing of procedureswas performed for SFPJ, which will be managed by the CERH’s teams in January 2020. Amaline is expected tobe integratedinto the CERH’s tools in 2021. In 2019, 77,000 documents were filed through Electronic DocumentManagement(EDM) by all the HR functions.There were 6,300 electronic signatures, 60% of which were amendments regarding teleworking.The HR functions use document digitisation tools on a daily basis. Personnelfiles were digitised in 2019 for the subsidiaryGroupama Immobilier. The Link 2020 project“payroll tool change”, which began in 2018 for sevenmutuals,will be placed in productionin April 2020.Led by the CERH, Link 2020 will bring together the nine mutuals in metropolitanFranceand GroupamaOcéan Indienwith the objective of optimising IT costs, harmonising payroll rules, and sharing businessprocedures. Through its research department, the CERH produced the first economicand social database(BDES),which replacesthe previous reports (labour assessment, etc.) and the gender equality index report. In 2019,theGroup’scompanies in Franceinvestedmorethan852,000 hoursof training(all modescombined)for all employees,representing around34 hoursof trainingper employee.The investmentrepresents more than €34 millionfor its combinedscope. In qualitativeterms, regulatorytraining(GDPR,Anti-Corruption,Cyber-Security) represents

a significant share of the training provided at the Group level. In addition, national programmeswere launched in 2019 to support Groupprojects,someof whichare alreadyoperational (ISI programme for multi-riskhome claimsmanagementdeployedin Q4 2019).Other programmeswill be implementedin 2020, such as the community pathways for Pros sales advisors, the Project Experts Programme (PEP) for projectManagers,HealthManagersas part of the Nougats Programme,and the IT migration of all employees to the digital collaborative space(ECD). In addition,the implementationof the ArticulateStorylineduring the first half of 2019 within the Group’s companies provides a tool to produce standardisede-learning consistent with market standards and promotingcollaborationamong allof the Group’s designers. For all of the Group’s companies,“Mon Université”hosts the entire training production chain: from collecting training needs to evaluating training as well as the reporting and managementtools necessary forthe activity. The Group has also reinforced its cyber-risk protection mechanisms by rolling out training (e-learning) on cyber-security and preventivemeasuresto all its employees.Similarly,with regard to the prevention of risks of bribery and influence peddling, the Group iscommittedto raising awarenessamong allits employees. As 2019 was the year of review of the Group agreement on professionaltraining (entered into on 21 June 2016), a negotiation on strategic workforce planning and training began at the end of the year andwill continue in 2020. To give meaningand to strengthenthe appropriationof the Group’s strategic policies and employee participation in their operation implementation, the Vision programme was launched with a day bringing together 1,000 Directorsin March 2017,then extendedby a series of nine 2018 GroupamaVision seminars. These highlights support a common management culture, both by promoting the initiatives and results achieved in the companies and by experimentingwith new ways of working and managing to serve employee engagement and recognition. In addition, 11 future Directors of the Group participated in the DirectorsLeadershipProgrammeto prepare them to hold strategic positions, and 56 senior executives completed Training for Directors to develop their individualand cross-functionalleadership to help themact confidentlyin complexand changing situations. In order to identify and build the loyalty of the talent necessary for the Group and its companies,the “GroupamaTalents” application is offered to all categories of employees across all entities, each conducting their employee review. Followingon from this, the day-longevent on 19 March2019 drew 180 membersof nine COMOPsaroundfive strategicpillars to share the respective contributions of the operational committee to the success of these future challenges for the Group. Marketplace, base-camp activities, COMOP team building, and talks at plenary sessions provided the opportunityto exchange ideas all around. A new prospective day will bring together 1,000 Directors in March 2020.

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Similarly, HR Day in mid-May brought 250 HR Managers from all the companies together for a peek ahead at 2030. This was a unique occasion, between Artificial, Emotional and Collective Intelligence,to discoverkey trends, imaginewhat might lie ahead in terms of work, and start to think about possible transformations. Speeches, round table, TEDx conferences, Design Fiction workshop. The HR teams were mobilised around the “preferable” future that wewant tobuild for Groupama and its employees. This forward-lookingwork is guided by a priority highly consistent with the HR policy rolled out in 2019: working well together and ensuring a work/life balance. Groupama offers its employees environments and working methods promoting agility, better knowledge of each other, cross-functionality, and collaboration. Groupama Campus occupies a special place in the search for innovation for team performance. It aims to bring together more than 3,500 employeesfrom 10 Group companiesat the same site in Nanterre in early2021. In 2019, the Group’s companies also helped to ensure a good work/life balance through the continueddeployment of teleworking. The effectiveness of teleworking and new managerial practices resulting from remote work, digitisation, project modes, and agile methods rely on trust between the Managerand the employee. In addition, the initiative continued to grow to benefit employees, representing two thirds of the regional mutuals (6 out of 9), eight subsidiaries, and the entire UES in 2019. For Groupama Assurances Mutuelles, the progress has been significant: while 400 employees took advantage of teleworking as of the end of 2017, there were 763 as of 31 December 2019, or 66% of the workforce, confirming the success of this initiative in keeping with the results of the 2018 Group Opinion Survey, which overwhelmingly supported teleworking with respect to working conditions. The companies also adapted to the social movement context of December 2019 byrelaxing the ruleson teleworking. With respectto the collectivewages policy, profit-sharingmeasures are in place in all Group companies in France. In this regard, more than €19,723,064 (9,305 beneficiaries) and €4,266,321 (1,455 beneficiaries) respectively was paid out in profit-sharing schemes during 2019. The wage policy implemented in 2019 thus made it possible to maintain a good level of wage competitiveness relative to the market, taking into account the wage measures paid (representing a total of 1.51% of payroll at the end of July) and the budget allowance for employee savings (profit-sharing, matching for the company savings scheme (PEE) andpensionscheme(PERCO)). As part of the emergency economic and social measures and in addition to the measures presented above, most of the Group’s entities granted a “Macron bonus”. This measure represented a cost of approximately 0.46% of the Group’s payroll. In addition,in keepingwith a responsibleemployerapproachand in responseto the outlookfor pensionplans, Groupamaincreasedthe employer contributionto the “1.24%” supplementarypension plan by 0.10 points,bringing it to 1.34% starting in January 2019.This

option was also adopted for the Gan entities, increasing the contribution to the branchplan from 1% to1.10%. Lastly, the PACTE Act (action plan for corporate growth and transformation)gave the Group the opportunityto market the three retirement products in the last quarter of 2019: individual PER (PERIN),mandatoryPER (PERO), andcollective PER (PERCOL). With regard to the savings/pensions of Group employees, a unilateral measure was taken in December 2019 to amend the PERCO-I regulation, permit its conversion into a PERCOL-I, and providefor the followingmeasures in particular: the possibility of making voluntary tax-deductible payments by ● default; funding of the PERCOL-I through transfers from other PER ● schemesor other pensioncontracts(PERP,Madelin); allocationof profit-sharingto the PERCOL-I bydefault; ● changes in the terms forwithdrawingfrom the PERCOL-I. ● The applicationof these new measures enabled this conversionof the PERCO-I intoa PERCOL-Ito enter into forceat the beginningof 2020. In France, the consolidatedcompaniesare principally regulated by the Collective Insurance Companies Agreement (covering 87% of employees), with the other companies regulated by agreements covering their own business lines (banking, support, etc.). Contractual provisions are supplemented by inter-company or companyagreements,especiallywith regardto the organisationand duration of work as well as pension and protection insurance schemes. At the Group level, industrial dialogue is managed in France within the Group Committee and the Industrial Dialogue Commission (a negotiatingbody). The Group agreementon industrialdialoguewas revised in March 2019 to take into account the Macron orders of September 2017 and the gradual establishment of Social and Economic Committees in theGroup’s companies. The establishmentof the Social and EconomicCommittee(SEC) in the Group’scompanies was completed in December 2019. To support this process, which affected some 30 companies, the Group also set up an agreement starting in 2018 regarding the career paths of employees who serve as staff and/or trade union representatives. Withregardto professionalgenderequality,2019wasmarkedby the establishmentof the equal pay index (resultingfrom the law for the freedom tochoose one’s professional future of 5 September 2018). Companies with more than 1,000 employees, including many Groupamagroup entities, have publishedthis index. They obtained around 80 points out of 100, with up to 90 points out of 100 for some of them, and thus confirmed a positive initial assessment. This result demonstrates the Groupama group’s proactive action for many years in ensuring equal pay for women and men, particularly in the context of collective agreements and the “Mentoringfor women” initiative, which has created a real dynamic for potential employees in connection with the work on talent management andthe inclusion ofwomen in senior management.

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