GROUPAMA / 2019 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

the proportion of independent members within the Audit and ● Risk Management Committee is 40% compared with the recommendedminimumof two thirds; this membershipis meant to be more in line with the Company’s structure as a mutual insurer without capital structure; note that the Chairman of the Committee is an IndependentDirector and has proven financial and insuranceexpertise; the Compensationand AppointmentsCommitteedoes not have ● a majority of IndependentDirectors; the current membershipof the committee reflects the Company’smutual insurer structure. This committee was also chaired by an Independent Director. Moreover, the Company did not wish to include a Director representing the employees on the Compensation and Appointments Committee, believing that this body is not the most appropriate for employee expression, which is strongly developedelsewherewithin the Group. Lastly, the employmentcontract of Thierry Martel, Chief Executive Officer, was suspended due to his 21 years of service within the company asan employee before his appointment. 3.1.1.8 The Board of Directors met 12 times during fiscal year 2019, including the Boardof Directorsseminarheld in November. The attendancerate of the membersof the Board of Directorswas 95% (compared with 97.7% in 2018), a continued high rate of Director mobilisation.The Group General Secretary carried out the duties of Secretary of the Board. In 2019,the Boarddeliberated mainly on the followingissues: the individual, consolidated, and combined annual financial ● statementsand the consolidatedand combined interim financial statements as well as the various reports and documents required by the regulations (report on internal control of measures to fight money laundering and terrorist financing) and particularly those required within the Solvency II prudential framework(SCR and MCR coverageratios, group and individual ORSA, SFCR, andRCR reports,actuarial function reports); modification of the General Reinsurance Regulations with the ● regional mutuals; proposedpartnerships,acquisitionsof companies,or changes in ● existingpartnerships; prospects for renewal external reinsurance protection; ● Work of the Board in 2019

governance, with: ● the outside assessment of the operation of the Board of ● Directors, the compensation of Managers and corporate officers; ● the financingof majorprogrammesfor 2019 and2020; ● the disclosureson gender equality; ● the updatingof the company’sstrategicplan in accordancewith ● the job security law. Lastly, the Board of Directors acknowledged the work of the Board’s three committees and reviewed certain matters for information purposes: the performance indicators for the Group’s businesses and ● particularly the keymanagementindicators; the implementation of the Group’strategy; ● the combined results forecasts for 2019, the 2020 budget, and ● the forecasts for2021 to 2022; the half-year review of the balance sheet and the guidelines for ● the asset management policy; with respect to risk management:mainly the Group’smajor risks ● and its risk tolerance; updates on the subsidiaries or partnership agreements: ● the review of and guidelines for the humanresources policy; ● the financial environment and regulatory changes. ● During fiscal year 2019,two training sessions were held for Board members:the first on the economicsituation in Italy and the Italian insurance market and the second on the rules on reserves for non-lifeinsurance. On the proposal of the Compensation and Appointments Committee,a Board seminar was devoted to the evolution of new agricultural business lines andits challengesin insurance. The 2019 financial statements were closed on 12 March 2020 by the Board of Directors,which also prepared the draft management report and its appendices and the text of draft resolutions to be presented to the General Meeting on 18 June 2020. The 2019 financial statements were submitted in advance to the Audit and Risk ManagementCommittee, which reviewed them on 04 March 2020. of Directors The Boardof Directorsadopteda set of internalbylawsdesignedto specify its operatingmethods,to supplementthe Company’slegal, regulatory and statutory provisions and to spell out the rights and obligations of the Boardmembers. Internal bylaws of the Board 3.1.1.9

the provisionalaudit plan for2020; ● development of writtenpolicies; ● issue of subordinated instruments; ● financial or property transactions; ●

47 Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES