GROUPAMA / 2019 Universal Registration Document

8 LEGAL INFORMATION Company information

Secretarial duties of the Board of Directors (g) The Secretarialduties of the Board of Directorsare to be fulfilled by the General Secretary of Groupama Assurances Mutuelles. Attendance record and minutes (h) In accordancewith the law and current regulations,an attendance record is to be maintained,which is to be signed by the Directors participating in the Board meetings, indicating the names of the Directorsdeemedpresentunder the terms of Article R. 322-55-4of the French InsuranceCode. The minutes will reporthe discussionsas fully as possible. Copies or extracts of the minutes of the deliberations are to be certified as valid by the Chairman, the Vice-Chairman called to preside over the meetings if the Chairman is unavailable,the Chief Executive Officer, the Secretary of the Board, or a legal representativeauthorised for this purpose. Assessment of the Board of Directors (i) The corporate governance report, attached to the management report, shall describe the conditions for preparing and organising the Board’s tasks and the limits of itspowers,if applicable. To allow for preparationof this report, at least once per year, during one of its meetings,the Board of Directorswill dedicatean item on its agendato a discussionof its operation. The Compensationand AppointmentsCommitteeis responsiblefor ensuring the proper application of the recommendationsresulting from the assessmentof the Board of Directors and its committees and forsubmitting regular reports to the Board. Rights and obligations of Directors 8.1.3.2 Submission of the bylaws and the internal bylaws (a) Before acceptingtheir duties, all Directorsmust be familiar with the laws and regulationsrelatingto their duties. A copy of the bylaws of Groupama AssurancesMutuelles and of these internal bylaws will be submitted to them upon entering into office. The Board will ensure that the internal bylaws are updated to take into consideration any legal and regulatory changes as well as any changes to local practice. Training (b) The competence of the Directors is assessed by the ACPR collectively taking into account the training and individual experience of allmembers. The knowledge and skills required by the ACPR, which are appropriate for carrying out the duties of the Board of Directors, relate to insurance markets, financial markets and the company’s strategy and businessmodel, its governancesystem, financial and actuarial analysis and the legislative and regulatory requirements applicable to the undertaking and appropriate for carrying out the duties of the Boardof Directors.

At all times, Directors are required to maintain a level of competence meeting the criteria required bythe insurance laws. Directorsand membersof specialisedcommitteesmay be required to take training courses that meet these requirementsor may take the initiative to doso if they deem this necessary. Participation in Board and committee meetings (c) Directors must dedicate the necessary time and effort to their duties. They must undertake faithfully to attend meetings of the Board and committees of which they are a member and actively participate in theirrespectivework. If they feel that any decision of the Board of Directors is likely to harm Groupama Assurances Mutuelles, Directors must undertake to clearly express their oppositionand to use every means possible to convince the Board of the relevance of their position. Loyalty and conflicts of interest (d) Directors have an obligation of loyalty to Groupama Assurances Mutuelles.They must not under any circumstancesact in their own interest against that of Groupama Assurances Mutuelles. Directors undertake not to seek or accept from Groupama Assurances Mutuelles or the Group, directly or indirectly, benefits likely to be considered as compromising their independence of analysis, judgementand action. They must also reject any direct or indirect pressure possibly applied on them and possibly originating from other Directors, creditors, suppliers and any third party in general. To this end, prior to signing, they undertaketo submit to the Board of Directors, as well as to the Audit and Risk Management Committee, in accordance with the procedure described in Appendix 2, any agreements falling under Article R. 322-57of the French InsuranceCode. Moreover,it is forbiddenfor Directors to: acquirea stake or responsibilityin any unlistedcompanyin which ● Groupama Assurances Mutuelles or the Group directly or indirectly holds a share in any capacity other than as a Group representative; acquirea stake or responsibilityin any unlistedcompanythat has ● a contractual relationshipwith Groupama AssurancesMutuelles or the companiesof the Group, with the exceptionof customary insurance policies. They are to ensure that their participationon the Board is not the source of any conflict of interest for them or GroupamaAssurances Mutuelles, both personally and by reason of the professional intereststhey represent.In the event of a specificconflict of interest relating to a specific dossier, the Directors in question will report it in full and in advanceto the Boardof Directors;they will be required to abstain from participating in Board discussions and decision-makingon this point (in that event they are excluded from calculationof the quorum and of the vote). In the event of any question, Directors may consult the General Secretary, who will guide them on the application of these principles.

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Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES