GROUPAMA / 2019 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

As a result of the conversion, the Board of Directors of Groupama Assurances Mutuelles, which met on 7 June 2018, adopted new internal bylawsincludingprovisions on: the operationof the Board of Directors,specifyingits mission, its ● support on study committees, the status of Independent Director, and the use of periodic evaluation of its mode of operation; the Director’s rights with regard to information and training, but ● also the Director’s obligations as regards the duty of confidentiality and the treatment of inside information in the context of preventing the risk of insider trading, given that Groupama Assurances Mutuelles makes public offerings; the powers of the Executive Management in the effective ● managementof the central body of the networkmade up of the Group’sreinsurancemutuals; the composition, organisation, and responsibilities of the ● committees of the Board of Directors. During that meeting, the Board of Directors decided, following the conversion,to replace the AgreementsCommittee, whose purpose was related to the presenceof minorityshareholders, witha Strategy Committee. The text of the new internal bylaw is reproducedin full in chapter 8, section 8.1.3. Pursuant to the provisions of the bylaws, the Board of Directors decided in 2005 to establish committees called to deliberate on issues submittedby the Board or its Chairmanfor review. As such, under the internal bylaws of the Board of Directors,the Board shall be assisted by technical committees in the performance of its responsibilities. The committees of the Board of Directors have no power themselves and their responsibilities neither reduce nor limit the powers of the Board. They are responsible for enlightening the Board of Directors in certain areas. It is up to the committees to report the findings of their work to the Board of Directors in the form of minutes,proposals, information orecommendations. At its meeting on 7 June 2018, the Boardof Directors: decided to establish a Strategy Committee to replace the ● AgreementsCommittee,with the followingresponsibilities: review the strategic guidelines and associatedaction plans of ● the Group and its componentsas contained in the three-year Strategic and Operational Planning Process, discuss the Group’s longer-term, forward-looking strategic ● guidelines with regard to the opportunitiesand constraints of the environment asanticipated bythe Group, review, on behalf of the Board of Directors,proposedstrategic ● partnerships or M&A (acquisitions and disposals) and similar opportunitiesfrom strategicand financialperspectives,it being specifiedthat the Chairmanof the Audit and Risk Management Committee isinvited to takepart in this work; confirmed the current role of the Audit and Risk Management ● Committee, the establishment of which became mandatory for public-interest companies such as Groupama Assurances COMMITTEES OF THE BOARD 3.1.2 OF DIRECTORS

Mutuelles, while adjusting its duties to take into account the establishment of theStrategy Committee, by: eliminating its responsibilities relating to reviewing external ● growth anddisposal operations, asking it, in return, to handle the examination of any ● amendments to the reinsurance agreement, regulated agreements(includingthe agreementon securityand solidarity plans), and the financing of major programmes (banking, mutual certificates); confirmed the role of the Compensation and Appointments ● Committee; adjustedthe composition of the committees. ● The provisionsrelating to the organisationand operationof each of these committees are attached to the internal bylaws (chapter 8, section 8.1.3). Membership (a) In 2019, the Audit and Risk ManagementCommitteewas made up of 5 membersappointedby the Boardof Directors,including: 3 Directors representing the member mutuals: Jean-Pierre ● Constant, Chairman of the Groupama Méditerranée regional mutual, Jean-Louis Pivard, Chairman of the Groupama Rhône-Alpes Auvergne regional mutual, and François Schmitt, Chairman of the Groupama Grand Est regional mutual; two Independent Directors: Caroline Grégoire Sainte Marie and ● Bruno Rostain. The Audit and Risk Management Committee is chaired by an IndependentDirector, BrunoRostain. It should be noted that the Chief Executive Officer of Groupama AssurancesMutuellesdoes not participate in the work of the Audit and Risk ManagementCommittee,except by special invitation,and that the CEO is represented by the Deputy CEO in charge of human resources, finance, legal, audit, and risk management,the GroupChief FinancialOfficer,as well as the GeneralSecretary,who is also the secretary of the Committee,accompaniedby the Head of Legal. Dependingon the topics, the Director of Accounting,the Director of Investments,the Director of Audits, and the Director of Complianceand Risksalso participatein the committeemeetings. Responsibilities (b) The main responsibilities of the Audit and Risk Management Committee,which are included in the internal bylaws of the Board of Directors of Groupama Assurances Mutuelles, are listed below: examining the combined/consolidated/parentcompany draft ● half-year and annual financial statements as well as the referencesand scope of consolidation; ensuring that the internal data collectionand control procedures ● guarantee the qualityand reliabilityof the Company’s accounts; reviewing the performance of the statutory auditors’ ● responsibilities and the amount of fees paid to them and ensuring compliance with the rules guaranteeing their independence; reviewing the financial investment policy and assets/liabilities ● management; Audit and Risk Management 3.1.2.1 Committee

48 Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES