GROUPAMA / 2019 Universal Registration Document

8 LEGAL INFORMATION Company information

Committees of the Board of Directors (b) The committees of the Board of Directors are responsible for studying or monitoring certain issues. They operate under the responsibilityof the Board of Directors, to which they provide their opinions. An Audit and Risk Management Committee was establishedpursuantto Article L. 823-19of the FrenchCommercial Code and Article L. 322-3-1 of the French Insurance Code. By virtue of Article R. 322-53-1of the French Insurance Code, the Board of Directors also decided to create within itself a Compensation and Appointments Committee and a Strategy Committee. Details of the duties, membership and functioning of each of these committees are attached to this regulation (Appendices 1 to 3). The Board of Directors is responsible for ensuring the proper operation of the committees. The Board of Directors may also create ad hoc committees charged with studying specific issues as they arise. Membership of the Board of Directors (c) Members of the Board of Directors must be of good repute and have the qualifications required to administer an insurance undertaking. These conditions are specified in Part II “Rights and Obligations ofDirectors”. The Boardof Directors ismade upof two categories of directors: Directors electedby the Ordinary General Meeting: ● nine (9) natural persons representing the member mutuals ● having the position of Chairman of the Board of Directors of their mutual, at least four (4) but no more than five (5) natural persons ● elected for their qualificationson the proposal of the Board of Directors,who have not servedas a Directoror memberof the Supervisory Board within a company or mutual falling within the Group’s scope of consolidationor been employedby one of these companies or mutuals during thelast five fiscal years; Directors elected by the salaried staff of GroupamaAssurances ● Mutuellespursuant to Article L. 322-6-2of the French Insurance Code. Status of Independent Director Directors are considered independent when they maintain no relationship of any kind whatsoever with Groupama Assurances Mutuelles,its Group or its managementthat might compromisethe exerciseof their freedomof judgement.These criteria for the status of IndependentDirector aredefinedin Appendix 4below. The status of Independent Director must be discussed by the Compensation and Appointments Committee and reviewed each year by the Board of Directorsprior to the publicationof the annual report. The Board of Directors shall inform the member mutuals of the findings of this assessment at the General Meeting called to nominate the Directors of Groupama Assurances Mutuelles or to approve appointments made by nominations by the Board of Directors.

Moreover, the Board must also annually verify the individual status of each Director with regard to the status of IndependentDirector and reportits findingsin the annualreport. It is assisted in this by the Compensation and Appointments Committee. Non-voting Directors (d) Pursuant to Article 21 of the bylaws of Groupama Assurances Mutuelles, the General Meeting may appoint one or more non-voting Directors, up to a maximum ofsix. All obligations of the Directors hereunder are applicable to the non-voting Directors, including when the obligations result from provisions applicableonly to the Directors. The Board of Directors will meet at least four times per year when convened by its Chairman or by any party to whom the Chairman delegatesthis task. If the Board has not met for more than two (2) months, at least one third of the Board members may ask the Chairman to convene a meeting for a specific agenda. Notices conveningmeetings shall be made by letter, telegram, telex, fax or e-mail, or verbally and may be sent by the General Secretary. The Chief Executive Officer may also request that the Chairman convene theBoard for a specificagenda. A draft schedule of meetings is to be prepared no later than December, for thefollowingyear. Directorsmay ask the Chairmanto invite the principaladministrative officers of Groupama Assurances Mutuelles to meetings of the Board of Directors to question them on any issues relating to the exercise oftheir duties. Provisions specific to the holding of Board meetings (f) by video conference or any method of telecommunication Directors who participatein Boardmeetingsby video conferenceor any other method of telecommunication,in accordance with the legal and regulatoryprovisionsand within the establishedlimits, are deemed to be present for purposes of calculating a quorum and majority. These methodsmust have technical characteristicsthat guarantee effective participation in the Board meeting and must allow the continuous broadcast of its deliberations. However, participation in Board meetings by video conference is excludedfor ruling on the followingdecisions: appointment,compensationand dismissal of the Chairman and ● the ChiefExecutiveOfficer; preparation of the annual financial statements and the ● management report; preparation of the consolidated and combined financial ● statements andthe management reports. Notice convening meetings – holding of Board (e) meetings

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Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES