GROUPAMA / 2019 Universal Registration Document

8 LEGAL INFORMATION Company information

Appendices to the internal bylaws 8.1.3.4 of the Board of Directors Appendix 1 Audit and Risk Management Committee PURPOSE OF THE COMMITTEE The purpose of the Audit and Risk ManagementCommittee is as follows: to analyse the mid-year and annual financial statements ● distributedby GroupamaAssurancesMutuellesupon preparation of the accounts and to provide greater detail on certain items prior to theirpresentationto theBoardof Directors; to ensure the relevance and permanence of the accounting ● principles andmethodsapplied; to study changes and adaptations to the accounting principles ● and rules; to verify the accountingtreatmentof any significantaction carried ● out by GroupamaAssurancesMutuelles; to examine the scope of consolidation of the consolidated ● companies and, as applicable, the reasons for which certain companies arenot includedtherein; to examine significantoff-balance sheet commitments; ● to review the financial investment policy and assets/liabilities ● management; to examine forecasts in advance and monitor their realisationby ● identifying the majorgaps; to monitor the statutory audit by the statutory auditors of the ● annual financial statementsand the consolidatedand combined financial statements; to ensure that the internal data collectionand control procedures ● guarantee the qualityand reliabilityof the Company’s accounts; to monitorthe processof preparationof the financial information; ● to check, before publication, all accounting and financial information documents issued by Groupama Assurances Mutuelles; to manage the procedure for selecting the statutory auditors, ● review their activity schedule and their recommendations, prepare a notice on the total fees requested for performing the legal audit assignments, monitor the application of rules to ensure the independence of the statutory auditors and, where appropriate, authorise the statutory auditors’ provision of servicesother than the certificationof the financialstatements;to this end, the committeemay ask to be notified of the fees paid by Groupama Assurances Mutuelles and its group to the to receive reports upon request on any subjects falling within its ● competence from the Group’s financial and accounting management; to monitor the effectiveness of the internal control and risk ● management systems and to assess their consistency, particularly with regard to ethics compliance; to assess the internal auditingwork and the annualreport on internal control; statutory auditorsand their respective networks; to receive thereports of the statutoryauditors; ●

recommend to other persons that they acquire or dispose of, or ● have other persons acquire or dispose of, the financial instruments tied to that information or financial instruments to which those instruments are tied, based on the inside information. (i) Compensation The compensation of the Independent Directors provided for in Article R. 322-120-3of the French Insurance Code and, where applicable,of the non-votingDirectors is determinedby the Board on the recommendationof the Compensation and Appointments Committee within the limits set by the General Meeting. The allowancesgranted to Directors representingmember mutuals and to membersof the Mutual InsuranceAdvisoryBoard are set by the Boardof Directorswithin the limitsset by the General Meeting. The compensation granted to Independent Directors and, where applicable, to non-votingDirectors and the compensationgranted to Directors representing member mutuals are set out in the corporate governance report, appended to the management report. Directors who participate by phone in a regularly scheduled meeting of the Board of Directors or one of its committeesreceive no Directors’ fees. Executive Management 8.1.3.3 Within the frameworkof the powers conferred to the central body, the ExecutiveManagementis responsiblefor taking any necessary measures for the cohesion and proper operation of the network and therefore must, in particular: represent the organisationswithin the network with the French ● bankingregulator (ACPR); ensure the applicationof the legislativeand regulatoryprovisions ● specific to the organisationswithin the network; organise auditand control dutieswithin the network; ● ensure that retrocessions of organisations that it reinsures are ● sufficient to guarantee their solvency and compliancewith their commitments,report to the Board of Directors and propose any necessary measures; issue, under the conditionsset out in the agreementon security ● and solidarityplans entered into betweenGroupamaAssurances Mutuelles and the organisationswithin the network, any useful instructions for engaging in the business of the organisations within thenetworkand ensuretheir effectiveimplementation; implementthe organisationof the internal control programmeas ● well asthe risk management policy; approve the appointment of the Chief Executive Officers of the ● organisationswithin the network, under the conditionsset out in the agreement on security and solidarity plans.

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Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES