GROUPAMA / 2019 Universal Registration Document

8 LEGAL INFORMATION Company information

OPERATION Internal organisation of the committee

to monitor the risk management policies, procedures and ● systemsand, within this context, to review the prudentialreports intended, as the case may be, for the ACPR or for public disclosure (ORSA, SFCR, RSR, etc.), the Group’s major risks, the Business Continuity Plans and the report on anti-money laundering activities and combating the financingof terrorism; to analyse any agreement entered into under the conditions ● referred to in Article R. 322-57of the French Insurance Code, including such agreements between Groupama Assurances Mutuellesand one of its non-voting Directors. In this context,the committeemust submit a report to the Board of Directors for each of these agreements,specificallyregarding its purpose, its amount and its principal conditions,and draw its conclusions in particular as to the applicable procedure (prior authorisationor communicationby the Chairman to members of the Board of Directorsand the statutoryauditors,providedthat it involves agreements corresponding to current operations entered into under normal conditions under the terms of Article R. 322-57of the French InsuranceCode). The committeewill also report to the Board of Directors on the status of these agreements; to review any possible amendment to the reinsurance ● agreement; to review the funding of major programmes,in particular mutual ● certificates; and, in general, to prepare the work of the Board of Directors, support its decision-making and inform or even alert it when necessary. MEMBERSHIP The Audit and Risk ManagementCommitteeconsistsof a minimum of three (3) and a maximum of six (6) members appointed by the Board of Directors, chosen from among the Directors and, where applicable, the non-voting Directors. At least one (1) of the committee members must be independent and chosen from among the Directorsexternal to the Company if the committeehas three members; the number of independentmembers must be at least two (2) if the committee has five (5) or more members. The committee cannot include the Chairman of the Board of Directors among its members. At least one committee member must, by training and experience, have a good understanding of financial statements and the accounting principles used by Groupama AssurancesMutuelles,the ability to evaluatethe general application of these principles, experience in the preparation, audit, analysis and evaluation of financial statements of a complexity comparable to those of GroupamaAssurancesMutuelles, good understanding of internalcontrolproceduresand the committee’sfunctions,and, if possible, trainingor experience in insurance. The committee ischairedby an IndependentDirector.However, the committee may reserve the right to appoint, as a transitional measure, a Chairman chosen from among the Directors representing themember mutuals. The terms of office of committeememberscoincidewith their terms as Director or non-votingDirector. The committeeappoints its own Chairman. The General Secretary of Groupama Assurances Mutuellesserves as Committee Secretary.

The Audit and Risk Management Committee meets as often as deemed necessary and at least twice a year prior to the examinationof the annual and mid-yearfinancial statementsby the Boardof Directors. Members are convened by the CommitteeChairman or two of its members. The Chairman of the Board of Directors or the Chief ExecutiveOfficer may also request that the Chairman convene the Audit and RiskManagement Committee on a specific item. Meetings of the committee are consideredvalid when at least half its members are in attendance. A committee member cannot be represented. Minutes of the meetingwill be prepared,recordingthe agenda and the discussionsheld betweencommitteemembers.The Committee Chairman or a member of the committee appointed for this purposewill report the committee’sopinionsand recommendations to theBoard of Directors for thepurposesof its deliberations. The committeeis requiredto prepare an activity report on the fiscal year just ended, which it will submit to the Board of Directorswithin three (3) monthsafter the closeof the said fiscal year. may call in any person of the Group likely to offer relevant and ● useful clarificationsto the committeefor a proper understanding of an issue; must exclude from its discussionsnon-independentmembersof ● the committeefor the assessmentof points likely to pose ethical problemsor conflictsof interest. Working methods Members of the Audit and Risk Management Committee will benefit, as of their nomination,from informationon the accounting, financial, and operational details of Groupama Assurances Mutuelles. The time frames for examinationof the accounts by the Audit and Risk ManagementCommitteemust be sufficient (at least two days prior to the assessment by the Board of Directors). For the purposes of its examination of the accounts, the committee will receive a memorandumfrom the statutory auditors highlightingthe essential points not only of the results, but also of the accounting options applied, as well as a note from the Chief Financial Officer describing the exposure to risks and the significant off-balance sheet commitmentsof Groupama Assurances Mutuelles. Appendix 2 Compensation and Appointments Committee PURPOSE OF THE COMMITTEE The purposeof the Compensationand AppointmentsCommitteeis as follows: propose to the Board of Directors any matters relating to the ● personal status of the corporate secretaries, specifically compensation,pensions, as well as provisions for the departure of members of the Company’s management bodies; make any proposals relating to the compensationof corporate ● officers; Exceptional cases Dependingupon the agenda,the Committee Chairman:

317 Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES