GROUPAMA / 2019 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

3.1.1.4

Responsibilities of the Board

above€100 millionper securityand in total consolidatedholdings ● of GroupamaAssurancesMutuellesby various companiesof the Group, excludingdividendreinvestmentin securitiesand buy/sell transactions:acquisition(includingby way of capital increase) of any equities as part of the followingtransactions: acquisition of unlisted equities, excluding business ● partnerships, acquisition of listed equities outside the Groupama Asset ● Management mandate; above €50 million per transaction: acquisition, divestment, or ● exchange of any insurance investment or operating property assets (propertyand shares or unitsof propertycompanies); above €50 million: any loans, excluding cash operations ● conducted with companies that have equity ties to Groupama Assurances Mutuelles, either directly or indirectly; above€10 million:grant any pledgeson corporateproperty. ● 3.1.1.7 AlthoughGroupama SAis an unlistedcompany,it appliedthe Code of Corporate Governance in force in France resulting from the AFEP-MEDEFrecommendations.However,it did not apply some of its recommendationsmainly because of the closed structure of its capital,whichwas nearly 100%owneddirectlyand indirectlyby the Groupama regional agricultural mutual insurance and reinsurance mutuals. Despite its conversion into a mutual insurance company, Groupama Assurances Mutuelles continues to refer to the AFEP-MEDEF corporate governance code, revised in January 2020. Its conversion reinforces the relevance of the non-implementationof some of the code’s recommendations.The main exemptions from the recommendations from the Code of CorporateGovernancein force areas follows: the duration of the term of office of Directors appointed by the ● General Meeting is not 4 years but 6; given the current situation, Groupama Assurances Mutuelles considers the maximum term providedby law tobe most appropriate forits structure; since its conversion into an agricultural reinsurance mutual, ● which is a special form of mutual insurance company, the provisions relating to diversity on Boards of Directors no longer apply to it. However, the Company, which had 30.8% female Directors as of 31 December 2019, has a goal of at least 40% female Directors in the long term. To do this, the company has taken incentive measures to ensure that a greater proportion of women are represented in the mutual insurance pyramid, starting from the local level, then the regional level, and reaching the national level where the composition of the Board of Directorsof Groupama Assurances is based; the number of Independent Directors represents only 30.8% of ● the total number of Directors making up the Board of Directors (excluding Directors elected by the employees) and not one third, the percentage recommended for companies having a controlling shareholder. However, this proportion is in line with the provisions of Article R. 322-120-3of the French Insurance Code, applicableto the Groupamacentral body, which provides that its Board of Directors must have a number of Independent Directors of at least one quarter of the total number of its Directors, i.e. at least four Independent Directors; Code of Corporate Governance

of Directors The Board of Directors sets the Company’sbusiness strategy and oversees its implementation. Subject to the powers expressly assigned to the General Meeting and up to the limit of the corporate purpose, it deals with any issues involving the smooth running of the Company and settles the matters concerning it through its deliberations. In addition, it performs any audits or controls it deemsnecessary. In accordance with the provisions of the French Insurance Code, the duties of Chairman and Chief Executive Officer are separated. Executive duties are therefore entrusted to a CEO who is not a Boardmember. of the Board of Directors The Chairman of the Board of Directors will organise and lead the work of the Board of Directors,on which he reports to the General Meeting. He will ensure the proper functioning of the corporate bodies and, in particular,will ensure that the Directors are capable of fulfilling their duties. Responsibilities of the Chairman 3.1.1.5 Authority Reserved for the Board of Directors Under the bylaws of the Company, some operations must be subjectto prior approvalby the Board: amendment of the reinsurance agreement and the agreement ● definingthe security and solidaritymechanismswith the member mutuals (a presentation of these agreements is provided in Note 46 – Related Parties of the consolidated financial statements); issuesof securitiesof any kind as well as issuesand redemptions ● of mutual certificates; any significant operations that may affect the Group’s strategy ● and its scope of activities; the methods for implementingthe solidarity plan pursuant to the ● agreement on security and solidarity plans; terminationof the agreement defining the security and solidarity ● mechanisms atthe initiative ofGroupama Assurances Mutuelles. The decisionto terminatethe reinsuranceagreementat the initiative of GroupamaAssurancesMutuellesmust be made by a two-thirds majority of the members. Certain operations are also subject to approval by the Board of Directors if they exceed a unit amount set by the Board of Directors. The unit amount of transactionsbeyond which the Chief Executive Officer must obtain prior authorisationfrom the Board of Directors, set by the Board of Directorsat its meetingon 23 October2019, is as follows: above €20 millionper security and in total consolidatedholdings ● of GroupamaAssurancesMutuellesby various companiesof the Group, excluding dividend reinvestmentin securities: acquisition or divestmentof entities or companysecuritiesgiving it at least a blocking minority by any means (purchase, contribution, exchange, etc.)as part of a businesspartnership operation; 3.1.1.6

46 Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES